Common use of Determination of the Transfer Fee Clause in Contracts

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assuming: (i) the Nominated Access Rights were not transferred; and (ii) the Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee, then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff is made or approved; and (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User of all assumptions made by Xxxxxxx Network under this clause 12.4(b) provided that nothing in this clause 12.4(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b); and (ii) the Reference Tariff in relation to the Nominated Access Rights includes a System Discount or System Premium, then the Transfer Fee must be further adjusted by Aurizon Network to account for any consequential decrease or increase (as applicable) in the System Discount or System Premium (as applicable) that would otherwise result in Aurizon Network under-recovering or over-recovering (as applicable) amounts from the End User due to the application of the System Discount or System Premium (as applicable). (d) Despite any other provision in this clause 11.4,12.4, if: (i) the Transfer Fee is calculated to be an amount that is less than zero; or (ii) the Nominated Access Rights to be Transferred are to be Transferred for a period which, when aggregated with the sum of the periods of all previous Transfers of Access Rights for Train Services for Train Service Types with the same Origin and Destination and with a Transfer Period (for each such Transfer) within the three year period ending on the last day of the Transfer Period, is less than two years, then the Transfer Fee will be zero. (e) If the End User disputes the calculation of the Transfer Fee notified by Aurizon Network to the End User under this clause 12 (including any assumptions made by Aurizon Network in calculating the Transfer Fee), then: (i) the End User may refer the matter to an Expert to determine the Transfer Fee in accordance with this clause 12.4; and (ii) in determining the Transfer Fee, the Expert must make reasonable assumptions that Aurizon Network was entitled to make in calculating the Transfer Fee under this clause 12.4.

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Service Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User Operator did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assuming: (i) the Nominated Access Rights were not transferred; and (ii) the Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee, then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff is made or approved; and (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User of all assumptions made by Xxxxxxx Network under this clause 12.4(b) provided that nothing in this clause 12.4(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b); andwith (ii) the Reference Tariff in relation to the Nominated Access Rights includes a System Discount or System Premium, then the Transfer Fee must be further adjusted by Aurizon Network to account for any consequential decrease or increase (as applicable) in the System Discount or System Premium (as applicable) that would otherwise result in Aurizon Network under-recovering or over-recovering (as applicable) amounts from the End User Operator due to the application of the System Discount or System Premium (as applicable). (d) Despite any other provision in this clause 11.4,12.413.4, if: (i) the Transfer Fee is calculated to be an amount that is less than zero; or (ii) the Nominated Access Rights to be Transferred are to be Transferred for a period which, when aggregated with the sum of the periods of all previous Transfers of Access Rights for Train Services for Train Service Types with the same Origin and Destination and with a Transfer Period (for each such Transfer) within the three year period ending on the last day of the Transfer Period, is less than two years, then the Transfer Fee will be zero. (e) If the End User disputes the calculation of the Transfer Fee notified by Aurizon Network to the End User under this clause 12 (including any assumptions made by Aurizon Network in calculating the Transfer Fee), then: (i) the End User may refer the matter to an Expert to determine the Transfer Fee in accordance with this clause 12.4; and (ii) in determining the Transfer Fee, the Expert must make reasonable assumptions that Aurizon Network was entitled to make in calculating the Transfer Fee under this clause 12.4.

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Service Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assumingassuming: (i) the Nominated Access Rights were not transferred; and (ii) the Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee, then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff is made or approved; and; (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User of all assumptions made by Xxxxxxx Aurizon Network under this clause 12.4(b) provided that nothing in this clause 12.4(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b13.1(b); and (ii) the Reference Tariff in relation to the Nominated Access Rights includes a System Discount or System Premium, then the Transfer Fee must be further adjusted by Aurizon Network to account for any consequential decrease or increase (as applicable) in the System Discount or System Premium (as applicable) that would otherwise result in Aurizon Network under-recovering or over-recovering (as applicable) amounts from the End User due to the application of the System Discount or System Premium (as applicable). (d) Despite any other provision in this clause 11.4,12.412.4, if: (i) the Transfer Fee is calculated to be an amount that is less than zero; or (ii) the Nominated Access Rights to be Transferred are to be Transferred for a period which, when aggregated with the sum of the periods of all previous Transfers of Access Rights for Train Services for Train Service Types with the same Origin and Destination and with a Transfer Period (for each such Transfer) within the three year period ending on the last day of the Transfer Period, is less than two years, then the Transfer Fee will be zero. (e) If the End User disputes the calculation of the Transfer Fee notified by Aurizon Network to the End User under this clause 12 (including any assumptions made by Aurizon Network in calculating the Transfer Fee), then: (i) the End User may refer the matter to an Expert to determine the Transfer Fee in accordance with this clause 12.4; and (ii) in determining the Transfer Fee, the Expert must make reasonable assumptions that Aurizon Network was entitled to make in calculating the Transfer Fee under this clause 12.4.

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Service Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assumingassuming: (i) the Nominated Access Rights were not transferred; and (ii) the Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee, then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff is made or approved; andor (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User of all assumptions made by Xxxxxxx Aurizon Network under this clause 12.4(b10.4(b) provided that nothing in this clause 12.4(b10.4(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b); andwith (ii) the Reference Tariff in relation to the Nominated Access Rights includes a System Discount or System Premium, then the Transfer Fee must be further adjusted by Aurizon Network to account for any consequential decrease or increase (as applicable) in the System Discount or System Premium (as applicable) that would otherwise result in Aurizon Network under-recovering or over-recovering (as applicable) amounts from the End User due to the application of the System Discount or System Premium (as applicable). (d) Despite any other provision in this clause 11.4,12.410.4, if: (i) the Transfer Fee is calculated to be an amount that is less than zero; or (ii) the Nominated Access Rights to be Transferred are to be Transferred for a period which, when aggregated with the sum of the periods of all previous Transfers of Access Rights for Train Services for Train Service Types with the same Origin and Destination and with a Transfer Period (for each such Transfer) within the three year period ending on the last day of the Transfer Period, is less than two years, then the Transfer Fee will be zero. (e) If the End User disputes the calculation of the Transfer Fee notified by Aurizon Network to the End User under this clause 12 10 (including any assumptions made by Aurizon Network in calculating the Transfer Fee), then: (i) the End User may refer the matter to an Expert to determine the Transfer Fee in accordance with this clause 12.410.4; and (ii) in determining the Transfer Fee, the Expert must make reasonable assumptions that Aurizon Network was entitled to make in calculating the Transfer Fee under this clause 12.410.4.

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Service Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assumingassuming: (i) the Nominated Access Rights were not transferred; and (ii) the Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events to calculate the Transfer Fee (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee), then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff is made or approved; and; (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User Customer of all assumptions made by Xxxxxxx Aurizon Network under this clause 12.4(b15.4(b) provided that nothing in this clause 12.4(b15.5(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b16.1(b); and (ii) the Reference Tariff in relation to the Nominated Access Rights includes a System Discount or System Premium, then the Transfer Fee must be further adjusted by Aurizon Network to account for any consequential decrease or increase (as applicable) in the System Discount or System Premium (as applicable) that would otherwise result in Aurizon Network under-recovering or over-recovering (as applicable) amounts from the End User Operator due to the application of the System Discount or System Premium (as applicable). (d) Despite any other provision in this clause 11.4,12.415.5, if: (i) the Transfer Fee is calculated to be an amount that is less than zero; or (ii) the Nominated Access Rights to be Transferred are to be Transferred for a period which, when aggregated with the sum of the periods of all previous Transfers of Access Rights for Train Services for Train Service Types with the same Origin and Destination and with a Transfer Period (for each such Transfer) within the three year period ending on the last day of the Transfer Period, is less than two years, then the Transfer Fee will be zero. (e) If the End User Customer disputes the calculation of the Transfer Fee notified by Aurizon Network to the End User Customer under this clause 12 15 (including any assumptions made by Aurizon Network in calculating the Transfer Fee), then: (i) the End User Customer may refer the matter to an Expert to determine the Transfer Fee in accordance with this clause 12.415.4; and (ii) in determining the Transfer Fee, the Expert must make reasonable assumptions that Aurizon Network was entitled to make in calculating the Transfer Fee under this clause 12.415.4.

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Service Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User relevant Train Services did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assuming: (i) the Nominated Access Rights were not transferred; and (ii) the Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee, then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make reasonable assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff is made or approved; and (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User of all assumptions made by Xxxxxxx Network under this clause 12.4(b) provided that nothing in this clause 12.4(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b); and (ii) the Reference Tariff in relation to the Nominated Access Rights includes a System Discount or System Premium, then the Transfer Fee must be further adjusted by Aurizon Network to account for any consequential decrease or increase (as applicable) in the System Discount or System Premium (as applicable) that would otherwise result in Aurizon Network under-recovering or over-recovering (as applicable) amounts from the End User due to the application of the System Discount or System Premium (as applicable). (d) Despite any other provision in this clause 11.4,12.4, if: (i) the Transfer Fee is calculated to be an amount that is less than zero; or (ii) the Nominated Access Rights to be Transferred are to be Transferred for a period which, when aggregated with the sum of the periods of all previous Transfers of Access Rights for Train Services for Train Service Types with the same Origin and Destination and with a Transfer Period (for each such Transfer) within the three year period ending on the last day of the Transfer Period, is less than two years, then the Transfer Fee will be zero. (e) If the End User disputes the calculation of the Transfer Fee notified by Aurizon Network to the End User under this clause 12 (including any assumptions made by Aurizon Network in calculating the Transfer Fee), then: (i) the End User may refer the matter to an Expert to determine the Transfer Fee in accordance with this clause 12.4; and (ii) in determining the Transfer Fee, the Expert must make reasonable assumptions that Aurizon Network was entitled to make in calculating the Transfer Fee under this clause 12.4.

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Service Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User relevant Train Services did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assumingFactorassuming: (i) the Nominated Access Rights were not transferred; and (ii) the relevant Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee, then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff is made or approved; and (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User of all assumptions made by Xxxxxxx Aurizon Network under this clause 12.4(b14.4(b) provided that nothing in this clause 12.4(b14.4(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b14.115.1(b); and (ii) the Reference Tariff in relation to the Nominated Access Rights includes a System Discount or System Premium, then the Transfer Fee must be further adjusted by Aurizon Network to account for any consequential decrease or increase (as applicable) in the System Discount or System Premium (as applicable) that would otherwise result in Aurizon Network under-recovering or over-recovering (as applicable) amounts from the End User due to the application of the System Discount or System Premium (as applicable). (d) Despite any other provision in this clause 11.4,12.413.4,14.4, if: (i) the Transfer Fee is calculated to be an amount that is less than zero; or (ii) the Nominated Access Rights to be Transferred are to be Transferred for a period which, when aggregated with the sum of the periods of all previous Transfers of Access Rights for Train Services for Train Service Types with the same Origin and Destination and with a Transfer Period (for each such Transfer) within the three year period ending on the last day of the Transfer Period, is less than two years, then the Transfer Fee will be zero. (e) If the End User disputes the calculation of the Transfer Fee notified by Aurizon Network to the End User under this clause 12 14 (including any assumptions made by Aurizon Network in calculating the Transfer Fee), then: (i) the End User may refer the matter to an Expert to determine the Transfer Fee in accordance with this clause 12.414.4; and (ii) in determining the Transfer Fee, the Expert must make reasonable assumptions that Aurizon Network was entitled to make in calculating the Transfer Fee under this clause 12.414.4.

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Service Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assumingassuming: (i) the Nominated Access Rights were not transferred; and (ii) the relevant Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee, then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff Xxxxxx is made or approved; and; (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User of all assumptions made by Xxxxxxx Aurizon Network under this clause 12.4(b14.4(b) provided that nothing in this clause 12.4(b14.4(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b); andwith (ii) the Reference Tariff in relation to the Nominated Access Rights includes a System Discount or System Premium, then the Transfer Fee must be further adjusted by Aurizon Network to account for any consequential decrease or increase (as applicable) in the System Discount or System Premium (as applicable) that would otherwise result in Aurizon Network under-recovering or over-recovering (as applicable) amounts from the End User due to the application of the System Discount or System Premium (as applicable). (d) Despite any other provision in this clause 11.4,12.414.4, if: (i) the Transfer Fee is calculated to be an amount that is less than zero; or (ii) the Nominated Access Rights to be Transferred are to be Transferred for a period which, when aggregated with the sum of the periods of all previous Transfers of Access Rights for Train Services for Train Service Types with the same Origin and Destination and with a Transfer Period (for each such Transfer) within the three year period ending on the last day of the Transfer Period, is less than two years, then the Transfer Fee will be zero. (e) If the End User disputes the calculation of the Transfer Fee notified by Aurizon Network to the End User under this clause 12 14 (including any assumptions made by Aurizon Network in calculating the Transfer Fee), then: (i) the End User may refer the matter to an Expert to determine the Transfer Fee in accordance with this clause 12.414.4; and (ii) in determining the Transfer Fee, the Expert must make reasonable assumptions that Aurizon Network was entitled to make in calculating the Transfer Fee under this clause 12.414.4.

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Service Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assumingassuming: (i) the Nominated Access Rights were not transferred; and (ii) the Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee, then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff is made or approved; and; (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User Operator of all assumptions made by Xxxxxxx Aurizon Network under this clause 12.4(b14.4(b) provided that nothing in this clause 12.4(b14.4(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b); and (ii) the Reference Tariff in relation to the Nominated Access Rights includes a System Discount or System Premium, then the Transfer Fee must be further adjusted by Aurizon Network to account for any consequential decrease or increase (as applicable) in the System Discount or System Premium (as applicable) that would otherwise result in Aurizon Network under-recovering or over-recovering (as applicable) amounts from the End User due to the application of the System Discount or System Premium (as applicable). (d) Despite any other provision in this clause 11.4,12.4, if: (i) the Transfer Fee is calculated to be an amount that is less than zero; or (ii) the Nominated Access Rights to be Transferred are to be Transferred for a period which, when aggregated with the sum of the periods of all previous Transfers of Access Rights for Train Services for Train Service Types with the same Origin and Destination and with a Transfer Period (for each such Transfer) within the three year period ending on the last day of the Transfer Period, is less than two years, then the Transfer Fee will be zero. (e) If the End User disputes the calculation of the Transfer Fee notified by Aurizon Network to the End User under this clause 12 (including any assumptions made by Aurizon Network in calculating the Transfer Fee), then: (i) the End User may refer the matter to an Expert to determine the Transfer Fee in accordance with this clause 12.4; and (ii) in determining the Transfer Fee, the Expert must make reasonable assumptions that Aurizon Network was entitled to make in calculating the Transfer Fee under this clause 12.4.

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Services Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assuming: (i) the Nominated Access Rights were not transferred; and (ii) the Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee, then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff is made or approved; and (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User of all assumptions made by Xxxxxxx Network under this clause 12.4(b) provided that nothing in this clause 12.4(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b); andwith (ii) the Reference Tariff in relation to the Nominated Access Rights includes a System Discount or System Premium, then the Transfer Fee must be further adjusted by Aurizon Network to account for any consequential decrease or increase (as applicable) in the System Discount or System Premium (as applicable) that would otherwise result in Aurizon Network under-recovering or over-recovering (as applicable) amounts from the End User due to the application of the System Discount or System Premium (as applicable). (d) Despite any other provision in this clause 11.4,12.411.4, if: (i) the Transfer Fee is calculated to be an amount that is less than zero; or (ii) the Nominated Access Rights to be Transferred are to be Transferred for a period which, when aggregated with the sum of the periods of all previous Transfers of Access Rights for Train Services for Train Service Types with the same Origin and Destination and with a Transfer Period (for each such Transfer) within the three year period ending on the last day of the Transfer Period, is less than two years, then the Transfer Fee will be zero. (e) If the End User disputes the calculation of the Transfer Fee notified by Aurizon Network to the End User under this clause 12 (including any assumptions made by Aurizon Network in calculating the Transfer Fee), then: (i) the End User may refer the matter to an Expert to determine the Transfer Fee in accordance with this clause 12.4; and (ii) in determining the Transfer Fee, the Expert must make reasonable assumptions that Aurizon Network was entitled to make in calculating the Transfer Fee under this clause 12.4.

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Service Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User Operator did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assuming: (i) the Nominated Access Rights were not transferred; and (ii) the Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events to calculate the Transfer Fee (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee), then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff is made or approved; and (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User Customer of all assumptions made by Xxxxxxx Aurizon Network under this clause 12.4(b15.4(b) provided that nothing in this clause 12.4(b15.5(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b15.116.1(b); and (ii) the Reference Tariff in relation to the Nominated Access Rights includes a System Discount or System Premium, then the Transfer Fee must be further adjusted by Aurizon Network to account for any consequential decrease or increase (as applicable) in the System Discount or System Premium (as applicable) that would otherwise result in Aurizon Network under-recovering or over-recovering (as applicable) amounts from the End User Operator due to the application of the System Discount or System Premium (as applicable). (d) Despite any other provision in this clause 11.4,12.414.5,15.5, if: (i) the Transfer Fee is calculated to be an amount that is less than zero; or (ii) the Nominated Access Rights to be Transferred are to be Transferred for a period which, when aggregated with the sum of the periods of all previous Transfers of Access Rights for Train Services for Train Service Types with the same Origin and Destination and with a Transfer Period (for each such Transfer) within the three year period ending on the last day of the Transfer Period, is less than two years, then the Transfer Fee will be zero. (e) If the End User Customer disputes the calculation of the Transfer Fee notified by Aurizon Network to the End User Customer under this clause 12 15 (including any assumptions made by Aurizon Network in calculating the Transfer Fee), then: (i) the End User Customer may refer the matter to an Expert to determine the Transfer Fee in accordance with this clause 12.415.4; and (ii) in determining the Transfer Fee, the Expert must make reasonable assumptions that Aurizon Network was entitled to make in calculating the Transfer Fee under this clause 12.415.4.

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Service Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User Operator did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assuming: (i) the Nominated Access Rights were not transferred; and (ii) the Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee, then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff is made or approved; and (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User Operator of all assumptions made by Xxxxxxx Aurizon Network under this clause 12.4(b14.4(b) provided that nothing in this clause 12.4(b14.4(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b15.116.1(b); and (ii) the Reference Tariff in relation to the Nominated Access Rights includes a System Discount or System Premium, then the Transfer Fee must be further adjusted by Aurizon Network to account for any consequential decrease or increase (as applicable) in the System Discount or System Premium (as applicable) that would otherwise result in Aurizon Network under-recovering or over-recovering (as applicable) amounts from the End User Operator due to the application of the System Discount or System Premium (as applicable). (d) Despite any other provision in this clause 11.4,12.413.4,14.4, if: (i) the Transfer Fee is calculated to be an amount that is less than zero; or (ii) the Nominated Access Rights to be Transferred are to be Transferred for a period which, when aggregated with the sum of the periods of all previous Transfers of Access Rights for Train Services for Train Service Types with the same Origin and Destination and with a Transfer Period (for each such Transfer) within the three year period ending on the last day of the Transfer Period, is less than two years, then the Transfer Fee will be zero. (e) If the End User Operator disputes the calculation of the Transfer Fee notified by Aurizon Network to the End User Operator under this clause 12 14 (including any assumptions made by Aurizon Network in calculating the Transfer Fee), then: (i) the End User Operator may refer the matter to an Expert to determine the Transfer Fee in accordance with this clause 12.414.4; and (ii) in determining the Transfer Fee, the Expert must make reasonable assumptions that Aurizon Network was entitled to make in calculating the Transfer Fee under this clause 12.414.4.

Determination of the Transfer Fee. (a) The Transfer Fee is the amount equivalent to the present value, calculated at the Discount Rate, of the payment of the aggregate TOP Charges (ATPY) for the relevant Train ServicesService Service Types that would have been payable for the remainder of the Term if the Nominated Access Rights were not transferred but the End User Operator did not operate the relevant Train Services (NPV Amount) less the amount which is the product of the NPV Amount and the Reduction Factor.assuming: (i) the Nominated Access Rights were not transferred; and (ii) the Train Services were not operated for the End User for a reason other than Aurizon Network Cause, (PV Amount) less the amount which is the product of the PV Amount and the Reduction Factor. (b) If Aurizon Network requires information about future events to calculate the Transfer Fee (for example, assumptions about Reference Train Services or Train Services) to calculate the Transfer Fee), then Aurizon Network: (i) may make reasonable assumptions about those future events so as to calculate the maximum amount of aggregate TOP Charges (ATPY) for the relevant Train Service Types that could potentially be payable, provided that: (A) if an Access Charge Rate is based on a Reference Tariff, Aurizon Network must not make assumptions about the amount of future Reference Tariffs applicable to that Access Charge Rate; and (B) if an Access Charge Rate has been determined in accordance with the pricing principles in Part 6 of the Access Undertaking, where there is not yet a Reference Tariff for the Access Charge Rate but it is reasonably anticipated by Aurizon Network that a Reference Tariff applicable to that Access Charge Rate will be made or approved, Aurizon Network may make reasonable assumptions about the amount of the anticipated Reference Tariff and the variation that Aurizon Network could make to that Access Charge Rate to apply in the future in accordance with schedule 4 (if applicable) when the anticipated Reference Tariff is made or approved; and (ii) may assume that each of the Access Charge Rates (as at the Transfer Date) will escalate, on each 1 July, at the rate of 2.5% per annum for the remainder of the Term; and (iii) must notify the End User of all assumptions made by Xxxxxxx Network under this clause 12.4(b) provided that nothing in this clause 12.4(b) requires Aurizon Network to breach any duty of confidentiality owed to a third party. (c) Where: (i) the Reduction Factor is calculated in accordance with clause 12.113.1(b); andwith (ii) the Reference Tariff in relation to the Nominated Access Rights includes a System Discount or System Premium, then the Transfer Fee must be further adjusted by Aurizon Network to account for any consequential decrease or increase (as applicable) in the System Discount or System Premium (as applicable) that would otherwise result in Aurizon Network under-recovering or over-recovering (as applicable) amounts from the End User Operator due to the application of the System Discount or System Premium (as applicable). (d) Despite any other provision in this clause 11.4,12.414.5, if: (i) the Transfer Fee is calculated to be an amount that is less than zero; or (ii) the Nominated Access Rights to be Transferred are to be Transferred for a period which, when aggregated with the sum of the periods of all previous Transfers of Access Rights for Train Services for Train Service Types with the same Origin and Destination and with a Transfer Period (for each such Transfer) within the three year period ending on the last day of the Transfer Period, is less than two years, then the Transfer Fee will be zero. (e) If the End User disputes the calculation of the Transfer Fee notified by Aurizon Network to the End User under this clause 12 (including any assumptions made by Aurizon Network in calculating the Transfer Fee), then: (i) the End User may refer the matter to an Expert to determine the Transfer Fee in accordance with this clause 12.4; and (ii) in determining the Transfer Fee, the Expert must make reasonable assumptions that Aurizon Network was entitled to make in calculating the Transfer Fee under this clause 12.4.