Common use of Performance Levels Clause in Contracts

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder within fourteen (14) days after receipt of a Tax Invoice from the Access Holder. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access Holder, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-compliance to the extent that the non-compliance was attributable to a Railway Operator (other than the Access Holder) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.66.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Aurizon Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Aurizon Network for Access Charges and other charges for the Billing Period immediately following QR Aurizon Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Aurizon Network within fourteen (14) days after receipt of a Tax Invoice from QR Aurizon Network. (c) If QR Aurizon Network does not comply with the QR Aurizon Network Performance Level then QR Aurizon Network will credit to the Access Holder Operator the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Aurizon Network for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Aurizon Network must pay such amount to the Access Holder Operator within fourteen (14) days after receipt of a Tax Invoice from the Access HolderOperator. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may may, but only with the written consent of the relevant End User, agree on varied Performance Levels and any associated variations to the Agreement including [the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access Holder, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-compliance to the extent that the non-compliance was attributable to a Railway Operator (other than the Access Holder) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.]

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder within fourteen (14) days after receipt of a Tax Invoice from the Access Holderamo unt. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder and/or the Operator will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access Holder, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder and/or the Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-compliance to the extent that the non-compliance was attributable to a Railway Operator (other than the Access HolderHolder or the Operator) or to QR NetworkQR); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder Operator the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder within fourteen (14) days after receipt of a Tax Invoice from the Access Holder. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after of the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, variations then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder Operator fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder Operator will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access HolderOperator, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-non- compliance to the extent that the non-compliance was attributable to a another Railway Operator (other than the Access Holder) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder Operator shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.66.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for [Access Charges and other other] charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder Operator the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder Operator within fourteen (14) days after receipt of a Tax Invoice from the Access Holder.Operator. [Bracketed text is only (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may may, but only with the written consent of the relevant End User, agree on varied Performance Levels and any associated variations to the Agreement including [the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access Holder, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-compliance to the extent that the non-compliance was attributable to a Railway Operator (other than the Access Holder) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.] the

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder Operator the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder within fourteen (14) days after receipt of a Tax Invoice from the Access Holder. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after of the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, variations then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder Operator fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder Operator will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access HolderOperator, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-non- compliance to the extent that the non-compliance was attributable to a another Railway Operator (other than the Access Holder) or to QR NetworkQR); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder Operator shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Network Queensland Rail the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network Queensland Rail for Access Charges and other charges for the Billing Period immediately following QR Network Queensland Rail becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network Queensland Rail within fourteen ten (1410) days Business Days after receipt of a Tax Invoice from QR NetworkQueensland Rail. (c) If QR Network Queensland Rail does not comply with the QR Network Queensland Rail Performance Level then QR Network Queensland Rail will credit to the Access Holder Operator the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network Queensland Rail for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Network Queensland Rail must pay such amount to the Access Holder Operator within fourteen ten (1410) days Business Days after receipt of a Tax Invoice from the Access HolderOperator. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, variations then the existing Performance Levels shall continue to apply unless varied by QR Network Queensland Rail in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder Operator fails to demonstrate to the reasonable satisfaction of QR Network Queensland Rail when requested to do so, that the Access Holder Operator will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access HolderOperator, QR Network Queensland Rail will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-non- compliance to the extent that the non-compliance was attributable to a another Railway Operator (other than the Access Holder) or to QR NetworkQueensland Rail); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder Operator shall be entitled to dispute any variation proposed by QR Network Queensland Rail pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.66.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Aurizon Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Aurizon Network for Access Charges and other charges for the Billing Period immediately following QR Aurizon Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Aurizon Network within fourteen (14) days after receipt of a Tax Invoice from QR Aurizon Network. (c) If QR Aurizon Network does not comply with the QR Aurizon Network Performance Level then QR Aurizon Network will credit to the Access Holder Operator the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Aurizon Network for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Aurizon Network must pay such amount to the Access Holder Operator within fourteen (14) days after receipt of a Tax Invoice from the Access HolderOperator. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may may, but only with the written consent of the relevant End User, agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties and the End User are unable to agree to such variations, variations then the existing Performance Levels shall continue to apply unless varied by QR Aurizon Network in accordance with the provisions of Clause 5.6(e6.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder Operator fails to demonstrate to the reasonable satisfaction of QR Aurizon Network when requested to do so, that the Access Holder Operator will consistently comply with the Train Service Description for the remainder of the Term Term, then, if following consultation satisfaction by Aurizon Network of the requirements of Clauses 5(a) and 5(b) of the End User Access Agreement, Aurizon Network continues to not be reasonably satisfied that the Operator will consistently comply with the Access HolderTrain Service Description for the remainder of the Term, QR Aurizon Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-non- compliance to the extent that the non-compliance was attributable to a another Railway Operator (other than the Access HolderEnd User) or to QR Aurizon Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder Operator shall be entitled to dispute any variation proposed by QR Aurizon Network pursuant to Clause 5.6(e6.6(e) and such dispute will be notified to an End User by the Operator pursuant to Clause 23.1 and referred to an expert for resolution in accordance with Clause 17.318.3. (g) If any variations under this Clause 6.6 affect the Train Service Description or should, in Aurizon Network’s opinion, result in the amounts payable by the End User under the End User Access Agreement being varied, then the commencement of those variations is subject to and conditional upon the Operator being notified by Aurizon Network that all necessary amendments (if any) to the End User Access Agreements (including variations to the amounts payable by the End User) have been made in respect of such matters and any relevant nomination of the Operator by the End User in accordance with the End User Access Agreement has, if necessary, been varied.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.66.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Aurizon Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Aurizon Network for Access Charges and other charges for the Billing Period immediately following QR Aurizon Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Aurizon Network within fourteen (14) days after receipt of a Tax Invoice from QR Aurizon Network. (c) If QR Aurizon Network does not comply with the QR Aurizon Network Performance Level then QR Aurizon Network will credit to the Access Holder Operator the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Aurizon Network for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Aurizon Network must pay such amount to the Access Holder Operator within fourteen (14) days after receipt of a Tax Invoice from the Access HolderOperator. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may may, but only with the written consent of the relevant End User, agree on varied Performance Levels and any associated variations to the Agreement including [the Base Access Charges and and] the Train Service Description. If the Parties and the End User are unable to agree to such variations, variations then the existing Performance Levels shall continue to apply unless varied by QR Aurizon Network in accordance with the provisions of Clause 5.6(e6.6(e).. [Bracketed text is only included where Operator pays non-TOP Access Charges] (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder Operator fails to demonstrate to the reasonable satisfaction of QR Aurizon Network when requested to do so, that the Access Holder Operator will consistently comply with the Train Service Description for the remainder of the Term Term, then, if following consultation satisfaction by Aurizon Network of the requirements of Clauses 5(a) and 5(b) of the End User Access Agreement, Aurizon Network continues to not be reasonably satisfied that the Operator will consistently comply with the Access HolderTrain Service Description for the remainder of the Term, QR Aurizon Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-non- compliance to the extent that the non-compliance was attributable to a another Railway Operator (other than the Access HolderEnd User) or to QR Aurizon Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level [and the Base Access Charges]) to reflect the impact of the change in the Train Service Description. (f) The Access Holder shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.the

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.66.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Aurizon Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Aurizon Network for Access Charges and other charges for the Billing Period immediately following QR Aurizon Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Aurizon Network within fourteen (14) days after receipt of a Tax Invoice from QR Aurizon Network. (c) If QR Aurizon Network does not comply with the QR Aurizon Network Performance Level then QR Aurizon Network will credit to the Access Holder Operator the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Aurizon Network for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Aurizon Network must pay such amount to the Access Holder Operator within fourteen (14) days after receipt of a Tax Invoice from the Access HolderOperator. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may may, but only with the written consent of the relevant End User, agree on varied Performance Levels and any associated variations to the Agreement including [the Base Access Charges and and] the Train Service Description. If the Parties and the End User are unable to agree to such variations, variations then the existing Performance Levels shall continue to apply unless varied by QR Aurizon Network in accordance with the provisions of Clause 5.6(e6.6(e).. [Bracketed text is only included where Operator pays non-TOP Access Charges] (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder Operator fails to demonstrate to the reasonable satisfaction of QR Aurizon Network when requested to do so, that the Access Holder Operator will consistently comply with the Train Service Description for the remainder of the Term Term, then, if following consultation satisfaction by Aurizon Network of the requirements of Clauses 5(a) and 5(b) of the End User Access Agreement, Aurizon Network continues to not be reasonably satisfied that the Operator will consistently comply with the Access HolderTrain Service Description for the remainder of the Term, QR Aurizon Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-non- compliance to the extent that the non-compliance was attributable to a another Railway Operator (other than the Access HolderEnd User) or to QR Aurizon Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level [and the Base Access Charges]) to reflect the impact of the change in the Train Service Description.. [Bracketed text is only included where Operator pays non-TOP Access Charges] (f) The Access Holder Operator shall be entitled to dispute any variation proposed by QR Aurizon Network pursuant to Clause 5.6(e6.6(e) and such dispute will be notified to an End User by the Operator pursuant to Clause 23.1 and referred to an expert for resolution in accordance with Clause 17.318.3. (g) If any variations under this Clause 6.6 affect the Train Service Description or should, in Aurizon Network’s opinion, result in the amounts payable by the End User under the End User Access Agreement being varied, then the commencement of those variations is subject to and conditional upon the Operator being notified by Aurizon Network that all necessary amendments (if any) to the End User Access Agreements (including variations to the amounts payable by the End User) have been made in respect of such matters and any relevant nomination of the Operator by the End User in accordance with the End User Access Agreement has, if necessary, been varied.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.66.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder Operator the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder Operator within fourteen (14) days after receipt of a Tax Invoice from the Access HolderOperator. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, variations then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e6.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder Operator fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder Operator will consistently comply with the Train Service Description for the remainder of the Term Term, then, following consultation with the Access HolderOperator and the relevant End User, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-non- compliance to the extent that the non-compliance was attributable to a another Railway Operator (other than the Access HolderEnd Users) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder Operator shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e6.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.318.3. (g) If any variations under this Clause 6.6 affect the Train Service Description or should, in QR Network’s opinion, result in the amounts payable by any relevant End User under an End User Access Agreement being varied, then the commencement of those variations is subject to and conditional upon the Operator being notified by QR Network that all necessary amendments (if any) to the End User Access Agreements (including variations to the amounts payable by End Users) have been made in respect of such matters and any relevant nomination of the Operator by an End User in accordance with an End User Access Agreement has, if necessary, been varied.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder Operator the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder Operator within fourteen (14) days after receipt of a Tax Invoice from the Access HolderOperator. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, variations then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder Operator fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder Operator will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access HolderOperator, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-non- compliance to the extent that the non-compliance was attributable to a another Railway Operator (other than the Access Holder) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder Operator shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder within fourteen (14) days after receipt of a Tax Invoice from the Access Holder. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder and/or the Operator will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access Holder, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder and/or the Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-compliance to the extent that the non-compliance was attributable to a Railway Operator (other than the Access HolderHolder or the Operator) or to QR NetworkQR); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.66.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Network the amount determined in accordance with Schedule 5Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder Operator the amount determined in accordance with Schedule 5Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder Operator within fourteen (14) days after receipt of a Tax Invoice from the Access HolderOperator. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may may, but only with the written consent of the relevant End User, agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, variations then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e6.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder Operator fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder Operator will consistently comply with the Train Service Description for the remainder of the Term Term, then, following consultation with the Operator and notice to the relevant End User and taking the steps required under Clause 6 of the relevant End User Access HolderAgreement, QR Network will (subject to compliance with Clause 6 of the relevant End User Access Agreement) be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-non- compliance to the extent that the non-compliance was attributable to a another Railway Operator (other than the Access HolderEnd Users) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder shall Operator shall, subject to Clause 6.6(g), be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e6.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.318.3.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder Operator the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder within fourteen (14) days after receipt of a Tax Invoice from the Access Holder. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after of the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, variations then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder Operator fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder Operator will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access HolderOperator, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-non- compliance to the extent that the non-compliance was attributable to a another Railway Operator (other than the Access Holder) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder Operator shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert the Dispute Managers for resolution in accordance with Clause 17.317.2.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder Operator the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder within fourteen (14) days after receipt of a Tax Invoice from the Access Holder. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after of the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, variations then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder Operator fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder Operator will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access Holder, QR Network will be entitled to:Term (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-non- compliance to the extent that the non-compliance was attributable to a another Railway Operator (other than the Access Holder) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder Operator shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert the Dispute Managers for resolution in accordance with Clause 17.317.2.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder within fourteen (14) days after receipt of a Tax Invoice from the Access Holder. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions provis ions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder and/or the Operator will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access Holder, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder and/or the Operator for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing as sessing previous a Railway Operator (other than the Access Holder or the compliance, any non-compliance to the extent that the non-compliance was attributable to a Railway Operator (other than the Access Holder) or to QR Network); andto (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.

Performance Levels. (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder Operator must pay to QR Network the Queensland Railthe amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network Queensland Rail for Access Charges and other charges for the Billing Period immediately following QR Network Queensland Rail becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network Queensland Rail within fourteen (14) days after receipt of a Tax Invoice from QR NetworkQueensland Rail. (c) If QR Network does Queensland Raildoes not comply with the QR Network Queensland Rail Performance Level then QR Network Queensland Rail will credit to the Access Holder Operator the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network Queensland Rail for Access Charges and other charges for the Billing Period immediately following the Access Holder Operator becoming entitled to that amount. Where there is no next Billing Period, QR Network Queensland Rail must pay such amount to the Access Holder Operator within fourteen (14) days after receipt of a Tax Invoice from the Access HolderOperator. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may may, but only with the written consent of the relevant End User, agree on varied Performance Levels and any associated variations to the Agreement including [the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access Holder, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-compliance to the extent that the non-compliance was attributable to a Railway Operator (other than the Access Holder) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.]