Common use of Expert Clause in Contracts

Expert. Subject to Clause 16.1, where any matter may be referred to an expert pursuant to Clause 11.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreement, the matter must be referred for determination by a person: (a) who is appointed by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring the appointment of an expert then that person is to be nominated at either Party’s request by: (i) if the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being of the Engineers Australia – Queensland Division; and (iii) in any other case, by the President for the time being of the Queensland Law Society Incorporated; (b) who has appropriate qualifications and practical experience having regard to the nature of the Dispute; (c) who has no interest or duty which conflicts or may conflict with his function as expert, he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (d) who is not an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers to the expert) shall be borne by the Parties in equal shares with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed by the Parties). Any determination made by an expert must be consistent with the provisions of this Agreement.

Expert. Subject to Clause 16.123, where any matter may be referred to an expert pursuant to Clause 11.2 18.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreement, the matter must be referred for determination by a person: (a) who is appointed by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring the appointment of an expert then that person is to be nominated at either Party’s request by: (i) if the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being of the Engineers Australia – Queensland Division; and (iii) in any other case, by the President for the time being of the Queensland Law Society Incorporated; (b) who has appropriate qualifications and practical experience having regard to the nature of the Dispute; (c) who has no interest or duty which conflicts or may conflict with his function as expert, he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (d) who is not an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers to the expert) shall be borne by the Parties in equal shares shares, with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed by the Parties). Any determination made by an expert must be consistent with the provisions of this Agreement.

Expert. Subject to Clause 16.1clause 36.1, where any matter may be referred to an expert (Expert) pursuant to Clause 11.2 clause 28.2(d), or is expressly required by this Agreement to be referred to an expert Expert, then except as otherwise provided for in this Agreement, the matter must be referred for determination by a person: (a) who is an Expert must be appointed by agreement between the Parties, or in default of such appointment within ten (10) 10 Business Days after either Party giving notice in writing of the requirement or right (as applicable) to refer the other Party requiring the appointment of matter to an expert Expert, then that person is to be nominated at either Party’s request by:by:‌ (i) if the Parties agree that the Dispute is of purely of: (A) a financial or accounting nature; or (B) a technical nature, the President (for the time being being) of CPA the Resolution Institute in Australia; or (ii) in any other case, the President (for the time being) of the Queensland Law Society Inc; (b) if the Expert is to be nominated by a person referred to in clause 28.3(a) and that person declines to nominate a person as the Expert but provides a list of people that could be appointed as the Expert, then:‌ (i) the first person specified in that list will be taken to be nominated as the Expert; (ii) if the Parties agree first person specified in that list does not accept the Dispute is of a non-financial natureappointment as the Expert, then the President for next person specified in that list will be taken to be nominated as the time being of the Engineers Australia – Queensland DivisionExpert; andand‌ (iii) the process specified in any other case, by the President for the time being of the Queensland Law Society Incorporated; (bclause 28.3(b)(ii) who has appropriate qualifications and practical experience having regard will apply to the nature of next and each subsequent person specified in that list until a person that is taken to be nominated as the DisputeExpert accepts the appointment as the Expert; (c) who has no interest or duty which conflicts or may conflict with his function subject to clause 28.3(b), if the Expert is to be nominated by a person referred to in clause 28.3(a) and the person nominated as expertthe Expert does not accept appointment as the Expert, he being required then an alternative person is to fully disclose any such interest or duty be nominated as the Expert at either Party’s request by written notice the same person referred to the Parties before his appointmentin clause 28.3(a); (d) who if the Expert is not an employee to be nominated by a person referred to in clause 28.3(a) the Parties must comply with, and do all things necessary to satisfy and to give effect to, the reasonable requirements of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions person (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information providing relevant indemnities and data with respect to the matter submitted by the Parties paying any charges or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; fees (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him which charges or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers to the expert) shall fees will be borne by the Parties in equal shares with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed equally by the Parties). Any determination made by an expert ) that must be consistent satisfied or complied with the provisions as a condition of this Agreement.that person agreeing to nominate an Expert;

Expert. Subject to Clause 16.1clause 32.1, where any matter may be referred to an expert (Expert) pursuant to Clause 11.2 clause 24.2(d), or is expressly required by this Agreement to be referred to an expert Expert, then except as otherwise provided for in this Agreement, the matter must be referred for determination by a person: (a) who is an Expert must be appointed by agreement between the Parties, or in default of such appointment within ten (10) 10 Business Days after either Party giving notice in writing of the requirement or right (as applicable) to refer the other Party requiring the appointment of matter to an expert Expert, then that person is to be nominated at either Party’s request by: (i) if the Parties agree that the Dispute is of purely of: (A) a financial or accounting nature; or (B) a technical nature, the President (for the time being being) of CPA the Resolution Institute in Australia; or (ii) in any other case, the President (for the time being) of the Queensland Law Society Inc; (b) if the Expert is to be nominated by a person referred to in clause 24.3(a) and that person declines to nominate a person as the Expert but provides a list of people that could be appointed as the Expert, then: (i) the first person specified in that list will be taken to be nominated as the Expert; (ii) if the Parties agree first person specified in that list does not accept the Dispute is of a non-financial natureappointment as the Expert, then the President for next person specified in that list will be taken to be nominated as the time being of the Engineers Australia – Queensland DivisionExpert; and (iii) the process specified in any other case, by the President for the time being of the Queensland Law Society Incorporated; (bclause 24.3(b)(ii) who has appropriate qualifications and practical experience having regard will apply to the nature of next and each subsequent person specified in that list until a person that is taken to be nominated as the DisputeExpert accepts the appointment as the Expert; (c) who has no interest or duty which conflicts or may conflict with his function subject to clause 24.3(b), if the Expert is to be nominated by a person referred to in clause 24.3(a) and the person nominated as expertthe Expert does not accept appointment as the Expert, he being required then an alternative person is to fully disclose any such interest or duty be nominated as the Expert at either Party’s request by written notice the same person referred to the Parties before his appointmentin clause 24.3(a); (d) who if the Expert is not an employee to be nominated by a person referred to in clause 24.3(a) the Parties must comply with, and do all things necessary to satisfy and to give effect to, the reasonable requirements of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions person (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information providing relevant indemnities and data with respect to the matter submitted by the Parties paying any charges or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; fees (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him which charges or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers to the expert) shall fees will be borne by the Parties in equal shares with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed equally by the Parties). Any determination made by an expert ) that must be consistent satisfied or complied with the provisions as a condition of this Agreement.that person agreeing to nominate an Expert;

Expert. Subject to Clause 16.1, where 12.1 Wherever this Agreement provides or the Parties agree that any matter may be referred to an expert pursuant to Clause 11.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreement, the matter must be referred Expert for determination by a personthe provisions of this clause 12 shall apply. 12.2 A Party seeking the referral of such matter to an Expert shall give notice to the other Party that it wishes an Expert to be appointed and with such notice shall give: (a) who is appointed details of the matter which it proposes shall be resolved by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring the appointment of an expert then that person is to be nominated at either Party’s request by: (i) if the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being of the Engineers Australia – Queensland DivisionExpert; and (iiib) in any other case, the proposed terms of reference. 12.3 If within twenty-one (21) days from the service of the said notice the Parties have failed to agree upon the identity of the Expert and/or the terms of reference then the matter may be referred by either Party to the President for the time being of the Queensland Law Society Incorporated;Energy Institute who shall be requested to select the Expert in accordance with this clause and if willing to do so settle the terms of reference of such Expert within thirty (30) days. (b) who has appropriate qualifications 12.4 Upon an Expert being agreed or selected under the foregoing provisions of this clause either Party shall forthwith notify such Expert of his selection and practical experience having regard to the nature of the Dispute; proposed terms of his appointment and shall request him within fourteen (c14) who has no interest or duty which conflicts or may conflict with his function as expert, he being required days to fully disclose any such interest or duty by written notice confirm to the Parties before his appointment; (d) who is whether or not an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointmentappointment on the terms proposed. 12.5 If the Expert shall be either unwilling or unable to accept the appointment or shall not have confirmed his willingness and ability to accept such appointment within such period then (unless the Parties are able to agree on the appointment of another Expert) the matter may be referred by either Party to the President of the Energy Institute who shall be requested to make a further selection and the process shall be repeated until an Expert is found who accepts the appointment in accordance with the proposed terms. 12.6 No person shall be appointed to act as the Expert under this Agreement: (a) who at the time of his appointment is a director, office holder or employee of or directly or indirectly retained as a consultant to either of the Parties or an Affiliate of any of them; (fb) who unless he/ she shall have regard the relevant experience and/or training to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to determine the matter submitted by in dispute in accordance with the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy terms of his determination in the form of a report within a reasonable time after his appointment;reference. (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who 12.7 The Expert shall be deemed not to be and an arbitrator but shall act render his determination as an expert and not an arbitrator the provisions of the Arbitration Xxx 0000 (as amended from time to time) and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him such Expert or his determination or the procedures procedure by which he may reach reaches his determination;. (i) whose decision, in 12.8 The determination of the absence of manifest error, Expert shall be final and binding upon the Parties; andParties save in the event of fraud or manifest error. (j) whose costs (and the costs 12.9 Each of any advisers to the expert) shall be borne by the Parties in equal shares with each Party bearing shall bear its own costs of participating in providing all data, information and submissions given by it and the dispute resolution process (unless otherwise agreed costs and expenses of all the counsel, witnesses and employees retained by it but the costs and expenses of the Expert and any independent advisors to the Expert and any costs of his appointment shall be borne equally by the Parties). . 12.10 Any determination and all communications between either Party and the Expert shall be made by an expert must be consistent with in writing and a copy thereof provided simultaneously to the provisions of this Agreementother and no meeting between the Expert and either Party shall take place unless both Parties have a reasonable opportunity to attend any such meeting.

Expert. Subject to Clause 16.1, where any matter may be referred to an expert pursuant to Clause 11.2 or 13.1 A dispute which is required by this Agreement to be referred to or resolved by determination by an expert then except shall be determined by an individual appointed as otherwise provided for expert in accordance with this Agreement, clause 13. 13.2 A Party seeking the referral of such matter must to an expert shall give notice to the other Party that it wishes an expert to be referred for determination by a personappointed and with such notice shall provide: (a) who is appointed details of the matter which it proposes shall be resolved by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring the appointment of an expert then that person is to be nominated at either Party’s request by: (i) if the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australiaexpert; (iib) if nominate two (2) persons as proposed experts; (c) the proposed terms of reference. 13.3 Within seven (7) days after service of the notice under clause 13.2 was given, each Party (other than the Party giving such notice) may by notice to each other Party nominate up to two (2) other persons as proposed experts. 13.4 The Parties shall endeavour within fourteen (14) days after service of the notice under clause 13.2 to agree upon the selection of an expert, and may meet for this purpose. Deleted: 13.2 Deleted: party Deleted: shall 13.5 If within twenty-one (21) days from the service of the notice under clause 13.2 the Parties have failed to agree that upon the Dispute is identity of a non-financial nature, the expert and/or the terms of reference then the matter may be referred by either Party to the President for the time being of the Engineers Australia – Queensland DivisionLaw Society who shall be requested to select the expert in accordance with this clause and if willing to do so settle the terms of reference of such expert within thirty (30) days and whose decision shall be final and binding on the parties to the dispute. 13.6 Upon an expert being agreed or selected under the foregoing provisions of this clause either Party shall forthwith notify such expert of his selection and of the proposed terms of his appointment and shall request him within fourteen (14) days to confirm to the Parties whether or not he is willing and able to accept the appointment on the terms proposed. 13.7 The notification to the expert shall include the following: (a) names of the Parties and a summary of the dispute (including where relevant a summary of any issues in respect of which a party to a Tripartite Agreement has a right to participate); (b) the proposed terms of his appointment in accordance with the provisions of this clause; (c) a statement that the information disclosed in the notification is confidential and that it should not be disclosed, copied or revealed whether the appointment is accepted or not; and (iiid) a request for confirmation that the expert is able and willing to act in any other case, accordance with the proposed terms of his appointment. 13.8 If the expert shall be either unwilling or unable to accept the appointment or shall not have confirmed his willingness and ability to accept such appointment within the period referred to in clause 13.6 then (unless the Parties are able to agree on the appointment of another expert) the matter may be referred by either Party to the President for the time being of the Queensland Law Society Incorporated;who shall be requested to make a further selection and the process shall be repeated until an expert is found who accepts the appointment in accordance with the proposed terms. 13.9 No later than seven (b7) who has appropriate qualifications days following his appointment, the expert shall by giving reasonable notice to each Party convene a meeting with the Parties at which he shall raise any matters upon which he requires clarification and practical experience having regard discuss with the Parties any additional procedural requirements he or they may have. 13.10 The Parties shall, not later than fourteen (14) days after the appointment of the expert, submit to the nature expert and to each other Party written submissions of the Dispute; not more than ten (c10) who has no interest or duty which conflicts or may conflict pages in length together with his function as expert, he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (d) who is not an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with which they wish to submit in respect to of the matter submitted by dispute and the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with may also submit a copy statement of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by facts which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers they have agreed between themselves to the expert. 13.11 Each Party may, not later than twenty-eight (28) shall be borne by days after the Parties appointment of the expert, submit to the expert and the other Party written submissions of not more than ten (10) pages in equal shares length, together with each Party bearing its own costs of participating any additional supporting documentation, information and data, in reply to the dispute resolution process (unless otherwise agreed by the Parties). Any determination submissions made by an expert must be consistent with the provisions of this Agreementunder clause 13.10.

Expert. Subject 7.1 Except as to Clause 16.1, where any matter may be referred matters of law and subject to an expert pursuant to Clause 11.2 or is required by the express provisions of this Agreement to the contrary any dispute or difference arising between the parties as to any of the provisions of this Agreement and/or their respective rights duties or obligations or as to any other matter or thing in any way arising out of or in connection with the subject matter of this Agreement shall forthwith be referred to an expert then except as otherwise provided for in this Agreement, by the matter must be referred parties or any of them for determination by a person: an independent person (a“the Expert”) who is appointed by to be agreed upon between the Parties, or in default of parties and failing such appointment agreement within ten (10) Business Working Days after either Party giving notice in writing of any party calling upon the others to the other Party requiring the appointment of an expert then that person is agree to be nominated at either Party’s request by: (i) if appointed on the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being application of the Engineers Australia – Queensland Division; and (iii) in parties or any other case, of them by the President for the time being of The Royal Institution of Chartered Surveyors or any successor Institute (“the Queensland Law Society Incorporated;President”) (b) who has appropriate qualifications and practical experience having regard to the nature of the Dispute; (c) who has no interest or duty which conflicts or may conflict with his function as expert, he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (d) who is not an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and 7.2 The Expert shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or make his determination or within twenty (20) Working Days from the procedures by which he may reach date of his determination; (i) whose decision, appointment such determination to be made in the absence of manifest error, writing giving full reasons therefor and shall be final and binding upon the Parties; andparties 7.3 If the Expert shall die delay or become unwilling or incapable of acting or if for any reason the President shall in his absolute discretion think fit he may in writing discharge the Expert and appoint another in his place 7.4 It is hereby agreed and declared that:- (ja) whose costs the Expert shall afford to the parties the opportunity to make representations in writing and consider any written representations made by or on behalf of the parties hereto which are received by him within ten (10) Working Days after the parties have been afforded such an opportunity and the costs each party shall be entitled to receive a copy of any advisers such written representations made by or on behalf of the other parties and within five (5) Working Days of such receipt to make written counter-representations (b) the expertExpert shall be entitled to call for such independent expert advice on such matters as he shall think fit (c) the Expert shall have an unfettered discretion to determine the reference to him (d) the fees and expenses of the Expert including the cost of his appointment shall be borne equally between the parties (and if any party shall pay the Expert’s fees and expenses it shall be entitled to recover one half from the other) unless the Expert shall direct otherwise and he shall have power so to direct if he considers it reasonable to do so having had regard to the conduct of the parties during the course of the dispute in question 8.1. The Mortgagee acknowledges and declares that this Deed has been entered into by the Parties in equal shares Owner with each Party bearing its own costs of participating in consent and that the dispute resolution process (unless otherwise agreed Land shall be bound by the Parties)obligations contained in this Deed and the security of the mortgage over the land shall take effect subject to this Deed PROVIDED THAT the Mortgagee shall otherwise have no liability under this Deed unless it takes possession of the Land in which case it too will be bound by the obligations as if it were a person deriving title from the Owner. 8.2. Any determination made by an expert must be consistent with The Owner hereby covenants to indemnify the provisions Mortgagee in respect of any liabilities, action, demands, proceedings, costs and expenses arising directly or indirectly as a result of the Mortgagee having entered into this AgreementDeed.

Expert. Subject 7.1 Except as to Clause 16.1, where any matter may be referred matters of law and subject to an expert pursuant to Clause 11.2 or is required by the express provisions of this Agreement to the contrary any dispute or difference arising between the parties as to any of the provisions of this Agreement and/or their respective rights duties or obligations or as to any other matter or thing in any way arising out of or in connection with the subject matter of this Agreement shall forthwith be referred to an expert then except as otherwise provided for in this Agreement, by the matter must be referred parties or any of them for determination by a person: an independent person (a“the Expert”) who is appointed by to be agreed upon between the Parties, or in default of parties and failing such appointment agreement within ten (10) Business Working Days after either Party giving notice in writing of any party calling upon the others to the other Party requiring the appointment of an expert then that person is agree to be nominated at either Party’s request by: (i) if appointed on the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being application of the Engineers Australia – Queensland Division; and (iii) in parties or any other case, of them by the President for the time being of The Royal Institution of Chartered Surveyors or any successor Institute (“the Queensland Law Society Incorporated;President”) (b) who has appropriate qualifications and practical experience having regard to the nature of the Dispute; (c) who has no interest or duty which conflicts or may conflict with his function as expert, he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (d) who is not an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and 7.2 The Expert shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or make his determination or within twenty (20) Working Days from the procedures by which he may reach date of his determination; (i) whose decision, appointment such determination to be made in the absence of manifest error, writing giving full reasons therefor and shall be final and binding upon the Parties; andparties 7.3 If the Expert shall die delay or become unwilling or incapable of acting or if for any reason the President shall in his absolute discretion think fit he may in writing discharge the Expert and appoint another in his place 7.4 It is hereby agreed and declared that:- (ja) whose costs the Expert shall afford to the parties the opportunity to make representations in writing and consider any written representations made by or on behalf of the parties hereto which are received by him within ten (10) Working Days after the parties have been afforded such an opportunity and the costs each party shall be entitled to receive a copy of any advisers such written representations made by or on behalf of the other parties and within five (5) Working Days of such receipt to make written counter-representations (b) the expertExpert shall be entitled to call for such independent expert advice on such matters as he shall think fit (c) the Expert shall have an unfettered discretion to determine the reference to him (d) the fees and expenses of the Expert including the cost of his appointment shall be borne equally between the parties (and if any party shall pay the Expert’s fees and expenses it shall be entitled to recover one half from the other) unless the Expert shall direct otherwise and he shall have power so to direct if he considers it reasonable to do so having had regard to the conduct of the parties during the course of the dispute in question 8.1 The Mortgagee acknowledges and declares that this Deed has been entered into by the Parties in equal shares Owner with each Party bearing its own costs of participating in consent and that the dispute resolution process (unless otherwise agreed Land shall be bound by the Parties). Any determination made obligations contained in this Deed and the security of the mortgage over the Land shall take effect subject to this Deed PROVIDED THAT the Mortgagee shall otherwise have no liability under this Deed unless it takes possession of the Land in which case it too will be bound by an expert must be consistent with the provisions obligations as if it were a person deriving title from the Owner 8.2 The Owner hereby covenants to indemnify the Mortgagee in respect of any liabilities action demands proceedings costs and expenses arising directly or indirectly as a result of the Mortgagee having entered into this Agreement.Deed

Expert. Subject to Clause 16.1, where any matter may be referred to an expert pursuant to Clause 11.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreement, the matter must be referred for determination by a person: (a) who is appointed by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring the appointment of an expert then that person is to be nominated at either Party’s request by: (i) if the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being of the Engineers Australia – Queensland Division; and (iii) in any other case, by the President for the time being of the Queensland Law Society Incorporated; (b) who has appropriate qualifications and practical experience having regard to the nature of the Dispute; (c) who has no interest or duty which conflicts or may conflict with his function as expert, he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (d) who is not an employee of the End User, any Operator or Aurizon QR Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers to the expert) shall be borne by the Parties in equal shares with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed by the Parties). Any determination made by an expert must be consistent with the provisions of this Agreement.

Expert. Subject Unless otherwise expressly provided the following provisions shall apply in relation to Clause 16.1, where any matter may be referred referral to an expert Expert pursuant to Clause 11.2 or is required by this Agreement to be referred to an expert then except as otherwise provided for in the terms of this Agreement, the matter must be referred for determination by a person:. (a) who is appointed by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring The procedure for the appointment of an expert then that person is to Expert shall be nominated at either Party’s request byas follows: (i) if any Party may notify the others (in writing) that a disagreement exists, and shall in the same notice require the other Parties agree that to join with the Dispute is Party giving the notice in appointing a single Expert who shall resolve the point of a financial nature, the President for the time being of CPA Australiadifference; (ii) if if, within thirty (30) days of the giving of such notice, the Parties agree that the Dispute have not jointly appointed an Expert who is of a non-financial naturewilling to act, then any Party may apply to the President (for the time being being) of the Engineers Australia – Queensland Division; and Energy Institute of the United Kingdom (iiior any successor body fulfilling the same or materially the same functions) in any other casewho shall, by the President as soon as practicable, appoint an Expert for the time being determination of the Queensland Law Society Incorporated;matter in question, such an Expert being a person who (in the opinion of the said President) is competent to make such a determination. (b) who has appropriate qualifications and practical experience having regard The Expert shall, after giving the Parties the opportunity of making representations to him in writing, which representations shall be copied to the nature other Parties at the same time as being submitted to the Expert, determine the matter in question within thirty (30) days of his appointment or such later date as may be mutually agreed by the Dispute;Parties and such Expert's determination shall be conclusive and binding on the Parties, save in the event of mistake of fact, fraud or manifest error. (c) who has no interest If an Expert becomes unwilling or duty unable to act or does not determine the matter for which conflicts he is appointed within thirty (30) days of his appointment or such later date as may conflict with his function as expertbe mutually agreed by the Parties, he being required to fully disclose any such interest or duty then another Expert shall be appointed by written notice to the Parties before his appointment;or the said President as the case may require, in accordance with the procedure in this Clause 22.01. (d) who is not The costs and expenses of an employee of the End User, any Operator or Aurizon Network or of a Related Body Corporate of any of them; (e) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (h) who shall be deemed to be and shall act as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determination; (i) whose decision, in the absence of manifest error, shall be final and binding upon the Parties; and (j) whose costs (and the costs of any advisers to the expert) Expert shall be borne by the Parties in equal shares with each Party bearing its own costs of participating such proportions as the Expert shall consider to be equitable in all the dispute resolution process circumstances. (unless otherwise agreed by the Parties). Any determination made by e) An Expert shall act as an expert must be consistent with expert, not as an arbitrator, and the provisions of the Arbitration Xxx 0000 (and any statutory modification or re-enactment thereof) shall not apply to his determination. (f) Where a dispute arises between INEOS and one or more Other Users which relates to the same or similar facts as require determination pursuant to this Agreement, INEOS may consolidate the procedure for Expert determination under all relevant agreements with the intention that: (i) the same Expert will be appointed in each case by agreement or under Clause 22.01; (ii) the process will be conducted efficiently; and (iii) each related dispute will be heard together.

Expert. Subject to Clause 16.1, where any matter may be referred If the Rail Operator refers a Dispute to an expert pursuant to Clause 11.2 Expert in accordance with clause 9.3 or is required by this Agreement to be referred to an expert then except as otherwise provided for in this Agreement, 9.11 the matter must be referred for determination by a personparties agree that the following procedure shall apply: (a) who is appointed by the Parties, or in default of such appointment within ten (10) Business Days after either Party giving notice in writing to the other Party requiring parties must agree on the appointment of an expert then that Expert from the panel of experts listed in Annexure K within 2 Business Days of the referral; (b) if the parties are unable to agree on the person is to be nominated appointed as the Expert within 2 Business Days after the referral, the Expert will, subject to the Expert's availability, be appointed (with respect to each referral which is the subject of this clause) on a rotating basis commencing at either Party’s request bythe top of the list of the experts listed in Annexure K and working down the list; (c) any Expert appointed pursuant to this clause 9.5 must: (i) if the Parties agree that the Dispute is of a financial nature, the President for the time being of CPA Australia; (ii) if the Parties agree that the Dispute is of a non-financial nature, the President for the time being of the Engineers Australia – Queensland Division; and (iii) in any other case, by the President for the time being of the Queensland Law Society Incorporated; (b) who has appropriate qualifications and practical experience having regard to the nature of the Dispute; (c) who has have no interest or duty which conflicts or may conflict with his the function as expert, he being required to fully disclose any such interest or duty by written notice to the Parties before his appointment; (dii) who is not be an employee of either of the End User, any Operator or Aurizon Network parties or of a Related Body Corporate related body corporate of any of them;; and (eiii) who shall not be permitted to act until he has given written notice to both Parties that he is willing and able to accept the appointment; (f) who shall have regard to the provisions of this Agreement and consider all submissions (including oral submissions by either Party provided that such oral submissions are made in the presence of the other Party), supporting documentation, information and data with respect to the matter submitted by the Parties or submitted by the Parties as soon as reasonably practicable at his request and who must provide both Parties with a copy of his determination in the form of a report within a reasonable time after his appointment; (g) who shall be required to undertake to keep confidential all matters coming to his knowledge by reason of his appointment and performance of his duties; (hd) who the determination of a Dispute under this clause 9.5 shall be deemed to be and shall act conducted in accordance with the process set out in this clause 9.5(d) as an expert and not an arbitrator and the law relating to arbitration (including, without limitation, the Commercial Arbitration Act 1990 (Qld)) shall not apply to him or his determination or the procedures by which he may reach his determination;follows: (i) whose decisionwithin 5 Business Days after the appointment of the Expert, in each party will submit a brief written summary of the absence facts, matters and circumstances relevant to the Dispute (Summaries) to the Expert; (ii) if required by either party, the Expert will meet with the parties within 10 Business Days after the appointment of manifest errorthe Expert, shall be final and binding upon take oral submissions from the Partiesparties relating to the Dispute; (iii) the Expert may make such directions to the parties as the Expert considers appropriate for the just and expeditious resolution of the Dispute, including directions for: (A) the holding and conduct of one or more preliminary conferences; (B) the production by any of the parties of documents or other evidence; and (jC) whose costs the attendance of witnesses for cross examination, and the parties must comply with all such directions; (iv) the parties will require the Expert to determine the Dispute no later than 5 Business Days after the date for submission of Summaries (whether or not they have in fact been submitted) or 5 Business Days after the date upon which oral submissions are taken (whichever is the later date); (v) the Expert must at all times: (A) observe the rules of natural justice but is not required to observe the rules of evidence; and (B) take such steps as the Expert considers are necessary to protect the confidentiality of any documents or other material received by him; (vi) in deciding a Dispute the Expert must take into account: (A) Passenger Priority; (B) RailCorp's legitimate business interests and investment in the Network; (C) RailCorp's, TfNSW's or a Subsidiary Corporation's access and operational requirements for its passenger operations; (D) RailCorp's, TfNSW's or a Subsidiary Corporation's principal objectives as stated in the Transport Administration Act; (E) the operational and technical requirements necessary for the safe and reliable operation of the Network; (F) the binding obligations of RailCorp to Other Rail Operators in relation to the Network; (G) the interests of Other Rail Operators in the use of the Network; and (H) any statements, evidence, submissions or other material received from the parties, and such other material from such other sources as the Expert considers desirable to resolve the Dispute; and (vii) the Expert may only determine: (A) that RailCorp cannot take the action proposed in the Notice of Proposed Action if there was no reasonable basis for RailCorp issuing the Notice; or (B) that RailCorp is entitled to take the action proposed in the Notice of Proposed Action; and is not entitled to determine any action not specified in the Notice of Proposed Action; (e) the Expert may at any time terminate the process (without making a determination) if it thinks that: (i) the notification of the Dispute is vexatious; or (ii) the subject matter of the Dispute is trivial, misconceived or lacking in substance; (f) the parties agree to be bound by the determination of the Expert with no right of appeal against the determination except in the case of fraud or manifest error; (g) liability for the costs of the Expert will follow the outcome and the parties will pay those costs in accordance with the directions of the Expert; and (h) if at any advisers time the Expert ceases or refuses to act, the expertparties must endeavour to agree on a replacement Expert. If the parties are unable to agree on a replacement Expert within 5 Business Days after the date on which the parties first become aware that the Expert has ceased to act or refuses to act, the person next listed on the list of experts in Annexure K and available (in accordance with the rotation basis referred to in clause 9.5(b)) shall be borne by the Parties in equal shares with each Party bearing its own costs of participating in the dispute resolution process (unless otherwise agreed by the Parties). Any determination made by an expert must be consistent with the provisions of this Agreementappointed.