Common use of Reduction of Access Rights Clause in Contracts

Reduction of Access Rights. (a) If, for any reason other than the occurrence of a Force Majeure Event or the failure of Aurizon Network to make the Access Rights available, at least eighty-five percent (85%) of the Train Services that are entitled to be operated for the End User are not operated over any four (4) consecutive Quarters, in accordance with the Train Service Description for that period, then Aurizon Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon Network is considering reducing the End User’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User and: (i) the End User has not demonstrated to Aurizon Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised; and (ii) Aurizon Network is satisfied that it can demonstrate that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then: (iii) Aurizon Network must notify the End User of whether Aurizon Network has decided to proceed with the resumption and, if Aurizon Network has decided to proceed, whether Aurizon Network has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice; and (iv) if Aurizon Network has decided to proceed with the resumption, the End User’s entitlement to operate Train Services (through an Operator) shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User does not agree with the reduction of the End User’s entitlement proposed by Aurizon Network pursuant to Clause 4.1(a), the End User may, within twenty eight (28) days of receipt of the Resumption Notice, notify Aurizon Network in writing that it disputes the proposed reduction in which case the End User may refer the dispute for determination by an expert in accordance with Clause 11.3. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a) have been met and whether the End User has demonstrated, to Aurizon Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expert’s determination. (d) Aurizon Network may withdraw the Resumption Notice at any time prior to the later of the Date of Resumption and fourteen (14) days following the resolution of the dispute. (e) In the event that the End User’s Access Rights are reduced in accordance with this Clause 4.1, the Agreement (including the Base Access Charges) will be varied accordingly. (f) The End User shall have no claim or entitlement to compensation as a result of any reduction in Access Rights pursuant to this Clause 4.1.

Reduction of Access Rights. where insufficient capacity created (a) IfNotwithstanding any other provision in this Agreement, for any reason other than the occurrence of a Force Majeure Event or the failure of if Aurizon Network grants access rights (“Conditional Access Rights”) to make Railway Operators (including the Access Rights available, at least eighty-five percent (85%) of the Train Services that are entitled to be operated for the End User are not operated over any four (4under this Agreement) consecutive Quarters, in accordance with the Train Service Description for that period, then Aurizon Network may within forty (40) Business Days, give the End User written notice (“Resumption NoticeConditional Access Holders”):) that are conditional on the completion of particular Enhancements, then: (i) after the commissioning of the last of the relevant Enhancements, Aurizon Network will, subject to Clause 4.5(b), undertake an assessment of the change in Existing Capacity arising as a result of those Enhancements (“Change in Existing Capacity”) where Change in Existing Capacity is measured as the Existing Capacity at that underutilisationtime, less the Existing Capacity of the system in the absence of the Enhancement, using consist Supply Chain Operating Assumptions; (ii) the assessment must be done expeditiously with an evaluation period of no more than six months following commissioning; (iii) if that assessment indicates that the Change in Existing Capacity is not due to an Enhancement, then Conditional Access Rights will not be reduced; (iv) if the Change in Existing Capacity is due to an Enhancement but: (A) that assessment indicates that the Change in Existing Capacity is less than the Planned Capacity for those Enhancements at the time when the Conditional Access Rights were granted; and (B) that Change in Existing Capacity is not sufficient to provide all of the Conditional Access Rights to all of the Conditional Access Holders and rectify any existing deficit of Available Capacity to Committed Capacity in respect of the relevant Infrastructure, then: (C) the Conditional Access Rights of the End User will be reduced on a pro rated basis, to a proportion of the Capacity that is: (1) the Change in Existing Capacity; (2) less the Capacity required to be provided to existing non-conditional Access Holders to rectify any existing deficit of Available Capacity to Committed Capacity in respect of the relevant Infrastructure; and (3) by reference to the proportion that those Conditional Access Rights bear to the aggregate of the Conditional Access Rights for all of the Conditional Access Holders; (D) Aurizon Network is considering reducing will notify the End User: (1) of the assessment that has been undertaken; and (2) of the reduction in its Conditional Access Rights (“Access Rights Reduction”) and the basis of that calculation; and (3) that each of the Conditional Access Holders together will be placed in a queue (or returned to the queue if one already exists) in accordance with Aurizon Network’s Access Rights from Undertaking and be given a nominated starting position in the queue based on the date of their original Access Application (“Date of Resumption”) as defined in Aurizon Network’s Access Undertaking), but only to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the their Access Rights Reduction unless they notify Aurizon Network within 30 days that have not been utilisedthey do wish to seek the additional Access Rights. (b) Aurizon Network may defer an assessment for the purposes of Clause 4.5(a) until such time as Aurizon Network reasonably considers that the relevant Enhancements are fully operational and the demand conditions are such that a reasonable assessment can be undertaken. (c) If a Resumption Notice is given to the End User andis notified of a reduction in the End User’s Conditional Access Rights, then, subject to Clause 4.5(f), the End User’s Conditional Access Rights are reduced in accordance with that notice and this Agreement (including the Train Service Description) is taken to be amended to the extent necessary to give effect to that reduction. (d) Subject to Clause 4.5(e), any dispute between the Parties in connection with the operation of this Clause 4.5 (including the pro rating of the End User Conditional Access Rights) may be referred by either Party to the QCA for resolution in accordance with the dispute resolution provisions that apply in respect of the determination of disputes by the QCA under Aurizon Network’s Access Undertaking. (e) If Aurizon Network is of the opinion that: (i) a dispute which arises in connection with this Clause 4.5, or the End User has not demonstrated outcome or consequences of that dispute, may be relevant to Aurizon Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the other Conditional Access Rights that were not utilisedHolders; andor (ii) Aurizon Network is satisfied a dispute which arises under a provision equivalent to this Clause 4.5 of an access agreement with another Conditional Access Holder, or the outcome or consequences of that it can demonstrate that it has a reasonable expectation of: (A) a sustained alternative demand for dispute, may be relevant to the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in questionEnd User under this Agreement, then: (iii) Aurizon Network must notify will invite the other Conditional Access Holders to participate in the dispute resolution process under this Agreement, or will invite the End User of whether Aurizon Network has decided to proceed participate in the dispute resolution process under the relevant access agreement with the resumption and, if Aurizon Network has decided to proceed, whether Aurizon Network has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Noticeother Conditional Access Holder (as applicable); and (iv) if Aurizon Network has decided to proceed with the resumptionNetwork, the End User’s entitlement to operate Train Services (through an Operator) shall User and the other Conditional Access Holders will be reduced to bound by the level specified in outcome of the Resumption Notice with effect on and from the Date dispute irrespective of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent whether or not the End User has nominated multiple Operators: and the other Conditional Access Holders (Aas applicable) if choose to actively participate in the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicabledispute. (cf) If the End User does not agree is, in accordance with this Clause 4.5, a party to, or is invited to participate in, a dispute that has been referred to the QCA in connection with the operation of this Clause 4.5, then: (i) a reduction of the End User’s entitlement proposed by Aurizon Network pursuant to Clause 4.1(a), the End User may, within twenty eight (28) days of receipt of the Resumption Notice, notify Aurizon Network in writing that it disputes the proposed reduction in which case the End User may refer the dispute for determination by an expert Conditional Access Rights in accordance with this Clause 11.3. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a) have been met and whether the End User has demonstrated, to Aurizon Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice 4.5 will not take effect until the resolution of the that dispute and then only to the extent that the reduction is consistent with the expertQCA’s determination; and (ii) Aurizon Network’s obligations under this Agreement to the extent of the End User Access Rights Reduction are suspended until the resolution of that dispute. (g) This Clause 4.5 only applies to the extent that it is not inconsistent with Aurizon Network’s Access Undertaking and does not oblige Aurizon Network to do or not to do anything that would cause Aurizon Network to fail to comply with Aurizon Network’s Access Undertaking. (a) In the event that an Operator: (i) does not comply in any material respect with the Train Service Description under a Train Operations Agreement (other than in accordance with Clauses 6.2 or 6.3 of the General Conditions of Contract of the Train Operations Agreement); and (ii) the Operator has failed to demonstrate to the reasonable satisfaction of Aurizon Network when requested to do so, that the Operator will consistently comply with the Train Service Description under a Train Operations Agreement for the remainder of the term of that Train Operations Agreement, Aurizon Network must promptly notify the End User of any such non-compliance and failure to demonstrate future consistent compliance with the relevant Train Service Description. (b) Before taking any steps under Clause 5(c), Aurizon Network shall: (i) use reasonable endeavours to consult with the End User and the Operator about rectification of the non-compliance notified under Clause 5(a); (ii) provide the End User with at least 30 days from commencement of consultation with the End User and the Operator to: (A) procure the Operator to rectify the non-compliance notified under Clause 5(a); or (B) nominate an alternative Operator to provide the relevant Train Services in accordance with its rights to do so under this Agreement; and (iii) provide the End User prior notice of any action Aurizon Network intends to take under Clause 5(c). (c) If, following the provision of notice under Clause 5(a) and taking of the steps in Clause 5(b), Aurizon Network continues to not be reasonably satisfied that the relevant Operator will consistently comply with the Train Service Description under the Train Operations Agreement for the remainder of the term of that Train Operations Agreement, Aurizon Network will be entitled to: (i) vary the Train Service Description to a level it reasonably expects to be achievable 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 End User or an Operator) or to Aurizon Network); and (ii) vary this Agreement in accordance with Clauses 16.2(g), 16.2(h) and 16.2(i) to reflect the impact of the change in the Train Service Description. (d) For the avoidance of doubt, the End User is entitled to dispute any variation proposed by Aurizon Network may withdraw the Resumption Notice at any time prior pursuant to the later of the Date of Resumption and fourteen (14Clause 5(a) days following the resolution of the dispute. (e) In the event that the End User’s Access Rights are reduced in accordance with this the process set out in Clause 4.1, the Agreement (including the Base Access Charges) will be varied accordingly16.2(i). (f) The End User shall have no claim or entitlement to compensation as a result of any reduction in Access Rights pursuant to this Clause 4.1.

Reduction of Access Rights. where insufficient capacity created (a) IfNotwithstanding any other provision in this Agreement, for any reason other than the occurrence of a Force Majeure Event or the failure of Aurizon if QR Network grants access rights (“Conditional Access Rights”) to make Railway Operators (including the Access Rights available, at least eighty-five percent to the Access Holder under this Agreement) (85%“Conditional Access Holders”) of the Train Services that are entitled to be operated for conditional on the End User are not operated over any four (4) consecutive Quarterscompletion of particular Enhancements, in accordance with the Train Service Description for that period, then Aurizon Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon Network is considering reducing the End User’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User andthen: (i) after the End User has not demonstrated commissioning of the last of the relevant Enhancements, QR Network will, subject to Aurizon Network’s reasonable satisfactionClause 3.6(b), within 21 days undertake an assessment of receiving the Resumption Notice, change in the capacity of the Infrastructure arising as a sustained requirement for the Access Rights that were not utilisedresult of those Enhancements (“Change in Capacity”); and (ii) Aurizon Network is satisfied that it can demonstrate that it has a reasonable expectation ofif: (A) that assessment indicates that the Change in Capacity is less than the increase in the existing capacity of the Infrastructure that was expected to result from the Enhancements that QR Network was committed to construct at the time when the Conditional Access Rights were granted; and (B) that Change in Capacity is not sufficient to provide all of the Conditional Access Rights to all of the Conditional Access Holders, then: (C) the Conditional Access Rights of the Access Holder will be reduced on a sustained alternative demand pro rated basis against the Change in Capacity by reference to the proportion that its Conditional Access Rights bear to the aggregate of the Conditional Access Rights for all of the Conditional Access Holders; and (D) QR Network will notify the Access Holder: (1) of the assessment that has been undertaken; and (2) of the reduction in its Conditional Access Rights (“Access Rights Reduction”) and the basis of that calculation. (b) QR Network may defer an assessment for the capacity used purposes of Clause 3.6(a) until such time as QR Network reasonably considers that the relevant Enhancements are fully operational and the demand conditions are such that a reasonable assessment can be undertaken. (c) If the Access Holder is notified of a reduction in the Access Holder’s Conditional Access Rights, then, subject to Clause 3.6(f), the Access Holder’s Conditional Access Rights are reduced in accordance with that notice and this Agreement (including the Train Service Description) is taken to be amended to the extent necessary to give effect to that reduction. (d) Subject to Clause 3.6(e), any dispute between the Parties in connection with the operation of this Clause 3.6 (including the pro rating of the Access Holder’s Conditional Access Rights) may be referred by either Party to the QCA for resolution in accordance with the dispute resolution provisions that apply in respect of the determination of disputes by the QCA under QR Network’s Access Rights Undertaking. (e) If QR Network is of the opinion that: (i) a dispute which arises in questionconnection with this Clause 3.6, or the outcome or consequences of that dispute, may be relevant to other Conditional Access Holders; or (Bii) receiving a commercial benefit sufficiently material dispute which arises under a provision equivalent to justify this Clause 3.6 of an access agreement with another Conditional Access Holder, or the resumption outcome or consequences of that dispute, may be relevant to the Access Rights in questionHolder under this Agreement, then: (iii) Aurizon QR Network must notify will invite the End User of whether Aurizon Network has decided other Conditional Access Holders to proceed participate in the dispute resolution process under this Agreement, or will invite the Access Holder to participate in the dispute resolution process under the relevant access agreement with the resumption and, if Aurizon Network has decided to proceed, whether Aurizon Network has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Noticeother Conditional Access Holder (as applicable); and (iv) if Aurizon Network has decided to proceed with the resumptionQR Network, the End User’s entitlement Access Holder and the other Conditional Access Holders will be bound by the outcome of the dispute irrespective of whether or not the Access Holder and the other Conditional Access Holders (as applicable) choose to operate Train Services (through an Operator) shall be reduced to the level specified actively participate in the Resumption Notice with effect on and from dispute. (f) If the Date of Resumption (except to the extent that those matters have been varied Access Holder is, in accordance with this Clause 4.1(b)(iii)). Aurizon Network shall reduce the rights of any Operator 3.6, a party to, or is invited to operate Train Services utilising the Access Rights under participate in, a Train Operations Agreement accordingly, provided dispute that has been referred to the extent QCA in connection with the End User has nominated multiple Operatorsoperation of this Clause 3.6, then: (Ai) if the End User has given Aurizon Network written notice a reduction of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Holder’s Conditional Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User does not agree with the reduction of the End User’s entitlement proposed by Aurizon Network pursuant to this Clause 4.1(a), the End User may, within twenty eight (28) days of receipt of the Resumption Notice, notify Aurizon Network in writing that it disputes the proposed reduction in which case the End User may refer the dispute for determination by an expert in accordance with Clause 11.3. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a) have been met and whether the End User has demonstrated, to Aurizon Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice 3.6 will not take effect until the resolution of the that dispute and then only to the extent that the reduction is consistent with the expertQCA’s determination.; and (dii) Aurizon Network may withdraw the Resumption Notice at any time prior QR Network’s obligations under this Agreement to the later extent of the Date of Resumption and fourteen (14) days following Access Holder’s Access Rights Reduction are suspended until the resolution of the that dispute. (eg) In This Clause 3.6 only applies to the event extent that the End Userit is not inconsistent with QR Network’s Access Rights are reduced in accordance Undertaking and does not oblige QR Network to do or not to do anything that would cause QR Network to fail to comply with this Clause 4.1, the Agreement (including the Base QR Network’s Access Charges) will be varied accordinglyUndertaking. (f) The End User shall have no claim or entitlement to compensation as a result of any reduction in Access Rights pursuant to this Clause 4.1.

Reduction of Access Rights. (a) IfIf the Operator, for any reason other than the occurrence of a Force Majeure Event or the failure of Aurizon QR Network to make the Access Rights available, at least eighty-five percent (85%) of the Train Services that are entitled to be operated for the End User are does not operated operate, over any four (4) consecutive Quarters, in accordance with at least ninety percent (90%) of the Train Services allowed under its Train Service Description for that period, then Aurizon QR Network may within forty (40) Business Days, give the End User Access Holder written notice (“Resumption Notice”):) of: (i) of that underutilisation; (ii) that Aurizon QR Network is considering reducing the End UserAccess Holder’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User Access Holder to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User Access Holder and: (i) the End User Access Holder has not demonstrated demonstrated, to Aurizon QR Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised; and (ii) Aurizon QR Network is satisfied that it can demonstrate that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then: (iii) Aurizon QR Network must notify the End User Access Holder of whether Aurizon QR Network has decided to proceed with the resumption and, if Aurizon QR Network has decided to proceed, whether Aurizon QR Network has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice; and (iv) if Aurizon QR Network has decided to proceed with the resumption, the End UserAccess Holder’s entitlement to operate Train Services (through an the Operator) shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii3.2(b)(iii)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User Access Holder does not agree with the reduction of the End UserAccess Holder’s entitlement proposed by Aurizon QR Network pursuant to Clause 4.1(a3.2(a), the End User Access Holder may, within twenty eight (28) days of receipt of the Resumption Notice, notify Aurizon QR Network in writing that it disputes the proposed reduction in which case the End User Access Holder may refer the dispute for determination by an expert in accordance with Clause 11.317.3 of this Agreement. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a3.2(a) have been met and whether the End User Access Holder has demonstrated, to Aurizon QR Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expert’s determination. (d) Aurizon QR Network may withdraw the Resumption Notice at any time prior to the later of the Date of Resumption and fourteen (14) days following the resolution of the dispute. (e) In the event that the End UserAccess Holder’s Access Rights are entitlement to operate Train Services is reduced in accordance with this Clause 4.13.2, the Agreement (including the Base Access Charges) will be varied accordingly. (f) The End User Access Holder shall have no claim or entitlement to compensation as a result of any reduction in Access Rights Train Services pursuant to this Clause 4.13.2.

Reduction of Access Rights. (a) If, for any reason other than If the occurrence of a Force Majeure Event or the failure of Aurizon Network Operator fails to make the Access Rights available, at least eighty-five percent (85%) of the operate all Train Services that on Scheduled Train Paths for seven or more (not necessarily consecutive) weeks out of any 12 consecutive weeks when such Train Services are entitled scheduled, Queensland Rail may, within ten Business Days after the last of those seven occasions, give a notice to be operated for the End User are not operated over any four (4) consecutive Quarters, in accordance with Operator deleting the relevant Train Path from the Train Service Description for that period, then Aurizon Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon Network is considering reducing the End User’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilisedDescription. (b) If a Resumption Notice is given to the End User and: (i) the End User has Access Holder fails to have an Operator operate all Train Services on Scheduled Train Paths for seven or more (not demonstrated to Aurizon Network’s reasonable satisfaction, within 21 days necessarily consecutive) weeks out of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilisedany 12 consecutive weeks when such Train Services are scheduled; and (ii) Aurizon Network is satisfied that it Queensland Rail can demonstrate that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then:, (iii) Aurizon Network Queensland Rail may, within ten Business Days after the last of those seven occasions, give a notice to the Access Holder (Resumption Notice): (A) that Queensland Rail is considering reducing the Access H older’s Access Rights from a nominated date (Date of Resumption) to the extent of that underutilisation; and (B) requesting the Access Holder to demonstrate a sustained requirement for the Access Rights. (b) If a Resumption Notice is given to the Access Holder and the Access H older has not demonstrated to Queensland Rail’s reasonable satisfaction, within 40 Business Days (or longer period if agreed between the Access Holder and Queensland Rail (both acting reasonably)) of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised: (i) Queensland Rail must promptly notify the End User Access Holder of whether Aurizon Network Queensland Rail has decided to proceed with the resumption and, if Aurizon Network Queensland Rail has decided to proceed, whether Aurizon Network Queensland Rail has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice (Resumption Decision Notice); and (ivii) if Aurizon Network Queensland Rail has decided to proceed with the resumption, the End UserAccess Holder’s entitlement to operate Train Services (through an Operator) shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iiiclause 21.1(b)(i)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User Access Holder does not agree with the reduction of the End UserAccess Holder’s entitlement proposed by Aurizon Network Queensland Rail pursuant to Clause 4.1(aclause 21.1(a) and (b), the End User Access Holder may, within twenty eight (28) days 20 Business Days of the receipt of the Resumption Decision Notice, notify Aurizon Network Queensland Rail in writing that it disputes the proposed reduction in which case the End User Access Holder may refer the dispute for determination by an expert Expert in accordance with Clause 11.3clause 19.3 of this agreement. The expert Expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(aclause 21.1(a) have been met and whether the End User Access Holder has demonstrated, to Aurizon Network’s reasonable satisfaction, demonstrated a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Decision Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expertExpert’s determination. (d) Aurizon Network Queensland Rail may withdraw the Resumption Notice or the Resumption Decision Notice at any time prior to the later of the Date of Resumption and fourteen (14) days ten Business Days following the resolution of the dispute. (e) In the event that the End UserAccess Holder’s Access Rights are entitlement to operate Train Services is reduced in accordance with this Clause 4.1clause 21.1, the Agreement agreement (including the Base Access Charges) will be varied accordingly. (f) The End User shall have no claim or entitlement to compensation as a result of any reduction in Access Rights pursuant to this Clause 4.1.

Reduction of Access Rights. where insufficient capacity created (a) IfNotwithstanding any other provision in this Agreement, for any reason other than the occurrence of a Force Majeure Event or the failure of Aurizon if QRAurizon Network grants access rights (“Conditional Access Rights”) to make Railway Operators (including the Access Rights available, at least eighty-five percent (85%) of the Train Services that are entitled to be operated for the End User are not operated over any four (4under this Agreement) consecutive Quarters, in accordance with the Train Service Description for that period, then Aurizon Network may within forty (40) Business Days, give the End User written notice (“Resumption NoticeConditional Access Holders”):) that are conditional on the completion of particular Enhancements, then: (i) after the commissioning of the last of the relevant Enhancements, QRAurizon Network will, subject to Clause 4.5(b), undertake an assessment of the change in Existing Capacity arising as a result of those Enhancements (“Change in Existing Capacity”) where Change in Existing Capacity is measured as the Existing Capacity at that underutilisationtime, less the Existing Capacity of the system in the absence of the Enhancement, using consist Supply Chain Operating Assumptions; (ii) the assessment must be done expeditiously with an evaluation period of no more than six months following commissioning; (iii) if that Aurizon assessment indicates that the Change in Existing Capacity is not due to an Enhancement, then Conditional Access Rights will not be reduced; (iv) if the Change in Existing Capacity is due to an Enhancement but: (A) that assessment indicates that the Change in Existing Capacity is less than the Planned Capacity for those Enhancements at the time when the Conditional Access Rights were granted; and (B) that Change in Existing Capacity is not sufficient to provide all of the Conditional Access Rights to all of the Conditional Access Holders and rectify any existing deficit of Available Capacity to Committed Capacity in respect of the relevant Infrastructure, then: (C) the Conditional Access Rights of the End User will be reduced on a pro rated basis, to a proportion of the Capacity that is: (1) (1) the Change in Existing Capacity; (2) (2) less the Capacity required to be provided to existing non- conditional End UserAccess Holders to rectify any existing deficit of Available Capacity to Committed Capacity in respect of the relevant Infrastructure; and (3) (3) by reference to the proportion that those Conditional Access Rights bear to the aggregate of the Conditional Access Rights for all of the Conditional Access Holders; (D) QRAurizon Network is considering reducing will notify the End User: (1) of the assessment that has been undertaken; and (2) of the reduction in its Conditional Access Rights (“Access Rights Reduction”) and the basis of that calculation; and (3) that each of the Conditional Access Holders together will be placed in a queue (or returned to the queue if one already exists) in accordance with QRAurizon Network’s Access Rights from Undertaking and be given a nominated starting position in the queue based on the date of their original Access Application (“Date of Resumption”) as defined in QRAurizon Network’s Access Undertaking), but only to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the their Access Rights Reduction unless they notify QRAurizon Network within 30 days that have not been utilisedthey do wish to seek the additional Access Rights. (b) If a Resumption Notice is given to the End User and: (i) the End User has not demonstrated to Aurizon Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement QRAurizon Network may defer an assessment for the Access Rights purposes of Clause 4.5(a) until such time as QRAurizon Network reasonably considers that were not utilised; and (ii) Aurizon Network is satisfied the relevant Enhancements are fully operational and the demand conditions are such that it can demonstrate that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then: (iii) Aurizon Network must notify the End User of whether Aurizon Network has decided to proceed with the resumption and, if Aurizon Network has decided to proceed, whether Aurizon Network has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice; and (iv) if Aurizon Network has decided to proceed with the resumption, the End User’s entitlement to operate Train Services (through an Operator) shall assessment can be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicableundertaken. (c) If the End User does not agree is notified of a reduction in the End User’s Conditional Access Rights, then, subject to Clause 4.5(f), the End User’s Conditional Access Rights are reduced in accordance with that notice and this Agreement (including the Train Service Description) is taken to be amended to the extent necessary to give effect to that reduction. (d) Subject to Clause 4.5(e), any dispute between the Parties in connection with the operation of this Clause 4.5 (including the pro rating of the End User Conditional Access Rights) may be referred by either Party to the QCA for resolution in accordance with the dispute resolution provisions that apply in respect of the determination of disputes by the QCA under QRAurizon Network’s Access Undertaking. (e) If QRAurizon Network is of the opinion that: (i) a dispute which arises in connection with this Clause 4.5, or the outcome or consequences of that dispute, may be relevant to other Conditional Access Holders; or (ii) a dispute which arises under a provision equivalent to this Clause 4.5 of an access agreement with another Conditional Access Holder, or the outcome or consequences of that dispute, may be relevant to the End User under this Agreement, then: (iii) QRAurizon Network will invite the other Conditional Access Holders to participate in the dispute resolution process under this Agreement, or will invite the End User to participate in the dispute resolution process under the relevant access agreement with the other Conditional Access Holder (as applicable); and (iv) QRAurizon Network, the End User and the other Conditional Access Holders will be bound by the outcome of the dispute irrespective of whether or not the End User and the other Conditional Access Holders (as applicable) choose to actively participate in the dispute. (f) If the End User is, in accordance with this Clause 4.5, a party to, or is invited to participate in, a dispute that has been referred to the QCA in connection with the operation of this Clause 4.5, then: (i) a reduction of the End User’s entitlement proposed by Aurizon Network pursuant to Clause 4.1(a), the End User may, within twenty eight (28) days of receipt of the Resumption Notice, notify Aurizon Network in writing that it disputes the proposed reduction in which case the End User may refer the dispute for determination by an expert Conditional Access Rights in accordance with this Clause 11.3. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a) have been met and whether the End User has demonstrated, to Aurizon Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice 4.5 will not take effect until the resolution of the that dispute and then only to the extent that the reduction is consistent with the expertQCA’s determination.; and (dii) Aurizon Network may withdraw the Resumption Notice at any time prior QRAurizon Network’s obligations under this Agreement to the later extent of the Date of Resumption and fourteen (14) days following End User Access Rights Reduction are suspended until the resolution of the that dispute. (eg) This Clause 4.5 only applies to the extent that it is not inconsistent with QRAurizon Network’s Access Undertaking and does not oblige QRAurizon Network to do or not to do anything that would cause QRAurizon Network to fail to comply with QRAurizon Network’s Access Undertaking. (a) In the event that an Operator (i) does not comply in any material respect with the End User’s Access Rights are reduced Train Service Description under a Train Operations Agreement; and (other than in accordance with this Clause 4.1, clauses 6.2 or 6.3 of the Agreement (including General Conditions of Contract of the Base Access Charges) will be varied accordingly. (f) The End User shall have no claim or entitlement to compensation as a result of any reduction in Access Rights pursuant to this Clause 4.1.Train Operations Agreement); and

Reduction of Access Rights. (a) IfIf the Operator, for any reason other than the occurrence of a Force Majeure Event or the failure of Aurizon QR Network to make the Access Rights available, does not operate, over any four (4) consecutive Quarters, at least eighty-five percent (85%) of the Train Services that are entitled to be operated for the End User are not operated over any four (4) consecutive Quarters, in accordance with the allowed under its Train Service Description for that period, then Aurizon QR Network may within forty (40) Business Days, give the End User Operator written notice (“Resumption Notice”):) of: (i) of that underutilisation; (ii) that Aurizon QR Network is considering reducing the End UserOperator’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User Operator to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User Operator and: (i) the End User Operator has not demonstrated to Aurizon QR Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised; and (ii) Aurizon QR Network is satisfied that it can demonstrate that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then: (iii) Aurizon QR Network must notify the End User Operator of whether Aurizon QR Network has decided to proceed with the resumption and, if Aurizon QR Network has decided to proceed, whether Aurizon QR Network has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice; and (iv) if Aurizon QR Network has decided to proceed with the resumption, the End UserOperator’s entitlement to operate Train Services (through an Operator) shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii3.2(b)(iii)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User Operator does not agree with the reduction of the End UserOperator’s entitlement proposed by Aurizon QR Network pursuant to Clause 4.1(a3.2(a), the End User Operator may, within twenty eight (28) days of receipt of the Resumption Notice, notify Aurizon QR Network in writing that it disputes the proposed reduction in which case the End User Operator may refer the dispute for determination by an expert in accordance with Clause 11.317.3 of this Agreement. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a3.2(a) have been met and whether the End User Operator has demonstrated, to Aurizon QR Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expert’s determination. (d) Aurizon QR Network may withdraw the Resumption Notice at any time prior to the later of the Date of Resumption and fourteen (14) days following the resolution of the dispute. (e) Where the Operator’s Customer or Customers has or have provided written notification to QR Network requesting the transfer to another Railway Operator for some or all of the Access Rights for which they are the Operator’s Customer or Customers, then QR Network will, as permitted under and subject to any requirements specified in QR Network’s Access Undertaking, reduce the Access Rights for the Operator in accordance with that request. The provisions of Clause 17 shall not apply to this Clause 3.2(e). (f) In the event that the End UserOperator’s Access Rights are entitlement to operate Train Services is reduced in accordance with this Clause 4.13.2, the Agreement (including the Base Access Charges) will be varied accordingly. (fg) The End User Operator shall have no claim or entitlement to compensation as a result of any reduction in Access Rights Train Services pursuant to this Clause 4.13.2.

Reduction of Access Rights. (a) If, for any reason other than the occurrence of a Force Majeure Event or the failure of Aurizon QR Network to make the Access Rights available, at least eighty-five percent (85%) of the Train Services that are entitled to be operated for the End User are not operated over any four (4) consecutive Quarters, in accordance with the Train Service Description for that period, then Aurizon QR Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon QR Network is considering reducing the End User’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User and: (i) the End User has not demonstrated to Aurizon QR Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised; and (ii) Aurizon QR Network is satisfied that it can demonstrate that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then: (iii) Aurizon QR Network must notify the End User of whether Aurizon QR Network has decided to proceed with the resumption and, if Aurizon QR Network has decided to proceed, whether Aurizon QR Network has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice; and (iv) if Aurizon QR Network has decided to proceed with the resumption, the End User’s entitlement to operate Train Services (through an thean Operator) shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii)). Aurizon QR Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon QR Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon QR Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon QR Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User does not agree with the reduction of the End User’s entitlement proposed by Aurizon QR Network pursuant to Clause 4.1(a), the End User may, within twenty eight (28) days of receipt of the Resumption Notice, notify Aurizon QR Network in writing that it disputes the proposed reduction in which case the End User may refer the dispute for determination by an expert in accordance with Clause 11.3. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a) have been met and whether the End User has demonstrated, to Aurizon QR Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expert’s determination. (d) Aurizon QR Network may withdraw the Resumption Notice at any time prior to the later of the Date of Resumption and fourteen (14) days following the resolution of the dispute. (e) In the event that the End User’s Access Rights are reduced in accordance with this Clause 4.1, the Agreement (including the Base Access Charges) will be varied accordingly. (f) The End User shall have no claim or entitlement to compensation as a result of any reduction in Access Rights pursuant to this Clause 4.1.

Reduction of Access Rights. (a) If, for any reason other than the occurrence of a Force Majeure Event or the failure of Aurizon QRAurizon Network to make the Access Rights available, at least eighty-five percent (85%) of the Train Services that are entitled to be operated for the End User are not operated over any four (4) consecutive Quarters, in accordance with the Train Service Description for that period, then Aurizon QRAurizon Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon QRAurizon Network is considering reducing the End User’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User and: (i) the End User has not demonstrated to Aurizon QRAurizon Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised; and (ii) Aurizon QRAurizon Network is satisfied that it can demonstrate that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then: (iii) Aurizon QRAurizon Network must notify the End User of whether Aurizon QRAurizon Network has decided to proceed with the resumption and, if Aurizon QRAurizon Network has decided to proceed, whether Aurizon QRAurizon Network has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice; and (iv) if Aurizon QRAurizon Network has decided to proceed with the resumption, the End User’s entitlement to operate Train Services (through an thean Operator) shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User does not agree with the reduction of the End User’s entitlement proposed by Aurizon QRAurizon Network pursuant to Clause 4.1(a), the End User may, within twenty eight (28) days of receipt of the Resumption Notice, notify Aurizon QRAurizon Network in writing that it disputes the proposed reduction in which case the End User may refer the dispute for determination by an expert in accordance with Clause 11.3. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a) have been met and whether the End User has demonstrated, to Aurizon QRAurizon Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expert’s determination. (d) Aurizon QRAurizon Network may withdraw the Resumption Notice at any time prior to the later of the Date of Resumption and fourteen (14) days following the resolution of the dispute. (e) In the event that the End User’s Access Rights are reduced in accordance with this Clause 4.1, the Agreement (including the Base Access Charges) will be varied accordingly. (f) The End User shall have no claim or entitlement to compensation as a result of any reduction in Access Rights pursuant to this Clause 4.1.

Reduction of Access Rights. (a) If, for any reason other than the occurrence of a Force Majeure Event affecting a Party or the Operator or the failure of Aurizon QR Network to make the Access Rights available, at least eighty-five percent (85%) of the Train Services that are entitled to be operated for the End User are not operated over any four (4) consecutive Quarters, in accordance with the Train Service Description for that period, then Aurizon QR Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon QR Network is considering reducing the End User’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User and: (i) the End User has not demonstrated to Aurizon QR Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised; and (ii) Aurizon QR Network is satisfied that it can demonstrate to the End User that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then: (iii) Aurizon QR Network must notify the End User of whether Aurizon QR Network has decided to proceed with the resumption and, if Aurizon QR Network has decided to proceed, whether Aurizon QR Network has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice; and (iv) if Aurizon QR Network has decided to proceed with the resumption, the End User’s entitlement to operate Train Services (through an Operator) shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii)). Aurizon QR Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon QR Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon QR Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon QR Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User does not agree with the reduction of the End User’s entitlement proposed by Aurizon QR Network pursuant to Clause 4.1(a), the End User may, within twenty eight (28) days of receipt of the Resumption Notice, notify Aurizon QR Network in writing that it disputes the proposed reduction in which case the End User may refer the dispute for determination by an expert in accordance with Clause 11.3. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a) have been met and whether the End User has demonstrated, to Aurizon QR Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expert’s determination. (d) Aurizon QR Network may withdraw the Resumption Notice at any time prior to the later of the Date of Resumption and fourteen (14) days following the resolution of the dispute. (e) In the event that the End User’s Access Rights are reduced in accordance with this Clause 4.1, the Agreement (including the Base Access Charges) will be varied accordingly. (f) The End User shall have no claim or entitlement to compensation as a result of any reduction in Access Rights pursuant to this Clause 4.1. (g) Where Access Rights are resumed under this Clause 4.1, QR Network must promptly seek to amend each relevant Train Operations Agreement to reflect the resumption (and to, where applicable, reflect the allocation of the reduction in Train Services between Operators in accordance with Clause 4.1(b)(iv)) so that such amendments take effect on the Date of Resumption (subject to Clause 4.1(c)).

Reduction of Access Rights. (a) If: (i) during any twelve (12) consecutive weeks during the Term, the Operator fails, for any reason other than the occurrence of due to a Force Majeure Event or the failure of Aurizon QR Network to make the Access Rights available, at least eighty-five percent (85%) of to operate all the Nominated Weekly Train Services that are entitled to be operated for the End User are seven (7) or more (not operated over any four (4necessarily consecutive) consecutive Quarters, in accordance with the Train Service Description for that period, then Aurizon Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon Network is considering reducing the End User’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User and: (i) the End User has not demonstrated to Aurizon Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilisedweeks; and (ii) Aurizon QR Network is satisfied that it can demonstrate that it has a reasonable expectation ofhas: (A) a reasonable expectation of a sustained alternative demand for the capacity used by that part of the Access Rights in question; that have not been utilised: or (B) receiving a reasonable expectation of a commercial benefit for the provision of and management of the Infrastructure sufficiently material to justify the resumption of that part of the Access Rights in questionthat have not been utilised; then QR Network may, then: within sixty (iii60) Aurizon Network must notify the End User of whether Aurizon Network has decided to proceed with the resumption and, if Aurizon Network has decided to proceed, whether Aurizon Network has decided to reduce the level days of the resumptionlast day of the relevant twelve (12) week period, or nominate give a later date for notice (“Variation Notice”) to the Date of Resumption, from Operator proposing that given in the Resumption Notice; and (iv) if Aurizon Network has decided to proceed with the resumption, the End UserOperator’s entitlement to operate Train Services be reduced from a nominated date (through an being a date at least twenty- one (21) days after the Operator receives the Variation Notice) (“Date of Resumption”) to a level specified in the notice which level shall be no less than that which is equivalent to the Operator’s average weekly usage of the Nominated Weekly Train Services during the relevant twelve (12) week period. (b) After receipt of a Variation Notice the Operator shall have the opportunity to demonstrate to QR Network’s reasonable satisfaction a sustained requirement for that part of the Access Rights that have not been utilised (or such other nominated number of Train Services). (c) If the Operator fails to demonstrate to QR Network’s reasonable satisfaction a sustained requirement for that part of the Access Rights that have not been utilised (or such other nominated number of Train Services), the Operator’s entitlement to operate Train Services shall be reduced to the level specified in the Resumption Variation Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (cd) If the End User Operator does not agree with the reduction of the End UserOperator’s entitlement proposed by Aurizon QR Network pursuant to Clause 4.1(a3.2(a), the End User Operator may, within twenty eight one (2821) days of receipt of the Resumption Variation Notice, notify Aurizon QR Network in writing that it disputes the proposed reduction in which case the End User Operator may refer the dispute to the Dispute Managers for determination by an expert in accordance with Clause 11.317.2 of this Agreement. The expert Dispute Managers will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a3.2(a) have been met and whether the End User has demonstrated, to Aurizon Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expert’s determination.Operator has (de) Aurizon QR Network may withdraw the Resumption Variation Notice at any time prior to the later of the Date of Resumption and or fourteen (14) days following the resolution of the dispute, whichever is the later. (ef) Where the Operator’s Customer provides written notification to QR Network that it intends to change its applicable Railway Operator for some or all of the Access Rights then QR Network must advise the Operator of such notification and may reduce the Operator’s entitlement to operate Train Services consistent with such notification from the date specified in the notice to QR Network. The provisions of Clause 17 shall not apply to this Clause 3.2(f). (g) In the event that the End UserOperator’s Access Rights are entitlement to operate Train Services is reduced in accordance with this Clause 4.13.2, the Agreement (including the Base Access Charges) will be varied accordingly. (fh) The End User Operator shall have no claim or entitlement to compensation as a result of any reduction in Access Rights Train Services pursuant to this Clause 4.13.2.

Reduction of Access Rights. ‌ (a) If, for any reason other than the occurrence of a Force Majeure Event or the failure of Aurizon Network to make the Access Rights available, at least eighty-five percent (85%) of the Train Services that are entitled to be operated for the End User are not operated over any four (4) consecutive Quarters, in accordance with the Train Service Description for that period, then Aurizon Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon Network is considering reducing the End User’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User and:If:‌ (i) the End User has Access Holder fails to have an Operator operate all Train Services on Scheduled Train Paths for seven or more (not demonstrated to Aurizon Network’s reasonable satisfaction, within 21 days necessarily consecutive) weeks out of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilisedany 12 consecutive weeks when such Train Services are scheduled; and (ii) Aurizon Network is satisfied that it Queensland Rail can demonstrate that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then: (iii) Aurizon Network Queensland Rail may, within ten Business Days after the last of those seven occasions, give a notice to the Access Holder (Resumption Notice):‌ (A) that Queensland Rail is considering reducing the Access Holder’s Access Rights from a nominated date (Date of Resumption) to the extent of that underutilisation; and (B) requesting the Access Holder to demonstrate a sustained requirement for the Access Rights. (b) If a Resumption Notice is given to the Access Holder and the Access Holder has not demonstrated to Queensland Rail’s reasonable satisfaction, within 40 Business Days (or longer period if agreed between the Access Holder and Queensland Rail (both acting reasonably)) of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised:‌ (i) Queensland Rail must promptly notify the End User Access Holder of whether Aurizon Network Queensland Rail has decided to proceed with the resumption and, if Aurizon Network Queensland Rail has decided to proceed, whether Aurizon Network Queensland Rail has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice (Resumption Decision Notice); andand‌ (ivii) if Aurizon Network Queensland Rail has decided to proceed with the resumption, the End UserAccess Holder’s entitlement to operate Train Services (through an Operator) shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iiiclause 21.1(b)(i)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User Access Holder does not agree with the reduction of the End UserAccess Holder’s entitlement proposed by Aurizon Network Queensland Rail pursuant to Clause 4.1(aclause 21.1(a) and 21.1(b), the End User Access Holder may, within twenty eight (28) days 20 Business Days of the receipt of the Resumption Decision Notice, notify Aurizon Network Queensland Rail in writing that it disputes the proposed reduction in which case the End User Access Holder may refer the dispute Dispute for determination by an expert Expert in accordance with Clause 11.3clause 19.3 of this agreement (subject to any other dispute resolution process otherwise agreed by the Parties to the Dispute (in each Party’s absolute discretion)). The expert Expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(aclause 21.1(a) have been met and whether the End User Access Holder has demonstrated, to Aurizon Network’s reasonable satisfaction, demonstrated a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Decision Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expertExpert’s determination. (d) Aurizon Network Queensland Rail may withdraw the Resumption Notice or the Resumption Decision Notice at any time prior to the later of the Date of Resumption and fourteen (14) days 10 Business Days following the resolution of the dispute. (e) In the event that the End UserAccess Holder’s Access Rights are entitlement to operate Train Services is reduced in accordance with this Clause 4.1clause 21.1, the Agreement agreement (including the Base Access Charges) will be varied accordingly. (f) The End User shall have no claim or entitlement A Train Service has not been operated on a Scheduled Train Path if the Operator has failed: (i) to compensation as a result present the relevant Train at the scheduled entry point onto the Network; or (ii) to operate the relevant Train so that it completes its full journey, in conformance with the locations and days set out in the Scheduled Train Paths applicable to such Train Service except: (iii) where the prior agreement of any reduction Queensland Rail and the Operator has resulted in Access Rights pursuant to this Clause 4.1the Operator using an alternative Train Path for that Train Service.

Reduction of Access Rights. (a) If, for any reason other than the occurrence of a Force Majeure Event or the failure of Aurizon QR Network to make the Access Rights available, at least eighty-five percent (85%) of the Train Services that are entitled to be operated for the End User are not operated over any four (4) consecutive Quarters, in accordance with the Train Service Description for that period, then Aurizon QR Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon QR Network is considering reducing the End User’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User and: (i) the End User has not demonstrated to Aurizon QR Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised; and (ii) Aurizon QR Network is satisfied that it can demonstrate that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then: (iiiiv) Aurizon QR Network must notify the End User of whether Aurizon QR Network has decided to proceed with the resumption and, if Aurizon QR Network has decided to proceed, whether Aurizon QR Network has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice; and (iv) and if Aurizon QR Network has decided to proceed with the resumption, the End User’s entitlement to operate Train Services (through an Operator) shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii)). Aurizon QR Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon QR Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon QR Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon QR Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User does not agree with the reduction of the End User’s entitlement proposed by Aurizon QR Network pursuant to Clause 4.1(a), the End User may, within twenty eight (28) days of receipt of the Resumption Notice, notify Aurizon QR Network in writing that it disputes the proposed reduction in which case the End User may refer the dispute for determination by an expert in accordance with Clause 11.3. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a) have been met and whether the End User has demonstrated, to Aurizon QR Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expert’s determination. (d) Aurizon QR Network may withdraw the Resumption Notice at any time prior to the later of the Date of Resumption and fourteen (14) days following the resolution of the dispute. (e) In the event that the End User’s Access Rights are reduced in accordance with this Clause 4.1, the Agreement (including the Base Access Charges) will be varied accordingly. (f) The End User shall have no claim or entitlement to compensation as a result of any reduction in Access Rights pursuant to this Clause 4.1. (g) Where Access Rights are resumed under this Clause 4.1, QR Network must promptly seek to amend each relevant Train Operations Agreement to reflect the resumption (and to, where applicable, reflect the allocation of the reduction in Train Services between Operators in accordance with Clause 4.1(b)(iv)) so that such amendments take effect on the Date of Resumption (subject to Clause 4.1(c)).

Reduction of Access Rights. (a) If, for any reason other than the occurrence of a Force Majeure Event affecting a Party or the Operator or the failure of Aurizon QR Network to make the Access Rights available, at least eighty-eighty- five percent (85%) of the Train Services that are entitled to be operated for the End User are not operated over any four (4) consecutive Quarters, in accordance with the Train Service Description for that period, then Aurizon QR Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon QR Network is considering reducing the End User’s User‟s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User and: (i) the End User has not demonstrated to Aurizon Network’s QR Network‟s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised; and (ii) Aurizon QR Network is satisfied that it can demonstrate to the End User that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then: (iii) Aurizon QR Network must notify the End User of whether Aurizon QR Network has decided to proceed with the resumption and, if Aurizon QR Network has decided to proceed, whether Aurizon QR Network has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice; and (iv) if Aurizon QR Network has decided to proceed with the resumption, the End User’s User‟s entitlement to operate Train Services (through an the Operator) shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii5.1(b)(iii)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User does not agree with the reduction of the End User’s User‟s entitlement proposed by Aurizon QR Network pursuant to Clause 4.1(a5.1(a), the End User may, within twenty eight (28) days of receipt of the Resumption Notice, notify Aurizon QR Network in writing that it disputes the proposed reduction in which case the End User may refer the dispute for determination by an expert in accordance with Clause 11.312.3. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a5.1(a) have been met and whether the End User has demonstrated, to Aurizon Network’s QR Network‟s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expert’s expert‟s determination. (d) Aurizon QR Network may withdraw the Resumption Notice at any time prior to the later of the Date of Resumption and fourteen (14) days following the resolution of the dispute. (e) In the event that the End User’s User‟s Access Rights are reduced in accordance with this Clause 4.15.1, the Agreement (including the Base Access Charges) will be reduced varied accordingly. (f) The End User shall have no claim or entitlement to compensation as a result of any reduction in Access Rights pursuant to this Clause 4.15.1. Formatted: Bullets and Numbering (g) Where there is a proposed resumption of Access Rights under this Clause 5, QR Network must without delay use all reasonable endeavours to amend the relevant Train Operations Agreement to reflect any proposed resumption of Access Rights, so that such amendments take effect on the Date of Resumption (subject to Clause 5.1(c)).

Reduction of Access Rights. (a) If: (i) during any twelve (12) consecutive weeks during the Term, the Operator fails, for any reason other than the occurrence of due to a Force Majeure Event or the failure of Aurizon QR Network to make the Access Rights available, at least eighty-five percent (85%) of to operate all the Nominated Weekly Train Services that are entitled to be operated for the End User are seven (7) or more (not operated over any four (4necessarily consecutive) consecutive Quarters, in accordance with the Train Service Description for that period, then Aurizon Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon Network is considering reducing the End User’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User and: (i) the End User has not demonstrated to Aurizon Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilisedweeks; and (ii) Aurizon QR Network is satisfied that it can demonstrate that it has a reasonable expectation ofhas: (A) a reasonable expectation of a sustained alternative demand for the capacity used by that part of the Access Rights in question; that have not been utilised: or (B) receiving a reasonable expectation of a commercial benefit for the provision of and management of the Infrastructure sufficiently material to justify the resumption of that part of the Access Rights in questionthat have not been utilised, then: then QR Network may, within sixty (iii60) Aurizon Network must notify the End User of whether Aurizon Network has decided to proceed with the resumption and, if Aurizon Network has decided to proceed, whether Aurizon Network has decided to reduce the level days of the resumptionlast day of the relevant twelve (12) week period, or nominate give a later date for notice (“Variation Notice”) to the Date of Resumption, from Operator proposing that given in the Resumption Notice; and (iv) if Aurizon Network has decided to proceed with the resumption, the End UserOperator’s entitlement to operate Train Services be reduced from a nominated date (through an being a date at least twenty- one (21) days after the Operator receives the Variation Notice) (“Date of Resumption”) to a level specified in the notice which level shall be no less than that which is equivalent to the Operator’s average weekly usage of the Nominated Weekly Train Services during the relevant twelve (12) week period. (b) After receipt of a Variation Notice the Operator shall have the opportunity to demonstrate to QR Network’s reasonable satisfaction a sustained requirement for that part of the Access Rights that have not been utilised (or such other nominated number of Train Services). (c) If the Operator fails to demonstrate to QR Network’s reasonable satisfaction a sustained requirement for that part of the Access Rights that have not been utilised (or such other nominated number of Train Services), the Operator’s entitlement to operate Train Services shall be reduced to the level specified in the Resumption Variation Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (cd) If the End User Operator does not agree with the reduction of the End UserOperator’s entitlement proposed by Aurizon QR Network pursuant to Clause 4.1(a3.2(a), the End User Operator may, within twenty eight one (2821) days of receipt of the Resumption Variation Notice, notify Aurizon QR Network in writing that it disputes the proposed reduction in which case the End User Operator may refer the dispute for determination by an expert in accordance with Clause 11.317.3 of this Agreement. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a3.2(a) have been met and whether the End User Operator has demonstrated, to Aurizon QR Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The QR Network must not effect the reduction proposed in the Resumption Variation Notice will not take effect until resolution of the dispute and then may only to the extent that the implement a reduction is consistent with the expert’s determination. (de) Aurizon QR Network may withdraw the Resumption Variation Notice at any time prior to the later of the Date of Resumption and or fourteen (14) days following the resolution of the dispute, whichever is the later. (ef) Where the Operator’s Customer or Customers has or have provided concurrent written notification to QR Network and the Operator that they intend to vary or terminate their rail haulage agreement(s) with the Operator and use another Railway Operator for some or all of their rail haulage services, then QR Network will, as permitted under and subject to any restrictions specified in the QR Network Access Undertaking, reduce the Access Rights for the Operator necessary for the Customer or Customers to effect the termination or variation of the relevant rail haulage agreement(s). The provisions of Clause 17 shall not apply to this Clause 3.2(f). (g) In the event that the End UserOperator’s Access Rights are entitlement to operate Train Services is reduced in accordance with this Clause 4.13.2, the Agreement (including the Base Access Charges) will be varied accordingly. (fh) The End User Operator shall have no claim or entitlement to compensation as a result of any reduction in Access Rights Train Services pursuant to this Clause 4.13.2.

Reduction of Access Rights. (a) If, for any reason other than the occurrence of a Force Majeure Event or the failure of Aurizon QR Network to make the Access Rights available, at least eighty-five percent (85%) of the Train Services that are entitled to be operated for the End User are not operated over any four (4) consecutive Quarters, in accordance with the Train Service Description for that period, then Aurizon QR Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon QR Network is considering reducing the End User’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User and: (i) the End User has not demonstrated to Aurizon QR Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised; and (ii) Aurizon QR Network is satisfied that it can demonstrate that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then:, (iii) Aurizon QR Network must notify the End User of whether Aurizon QR Network has decided to proceed with the resumption and, if Aurizon QR Network has decided to proceed, whether Aurizon QR Network has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice; and (iv) if Aurizon QR Network has decided to proceed with the resumption, the End User’s entitlement to operate Train Services (through an the Operator) shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User does not agree with the reduction of the End User’s entitlement proposed by Aurizon Network pursuant to Clause 4.1(a), the End User may, within twenty eight (28) days of receipt of the Resumption Notice, notify Aurizon Network in writing that it disputes the proposed reduction in which case the End User may refer the dispute for determination by an expert in accordance with Clause 11.3. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a) have been met and whether the End User has demonstrated, to Aurizon Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expert’s determination. (d) Aurizon Network may withdraw the Resumption Notice at any time prior to the later of the Date of Resumption and fourteen (14) days following the resolution of the dispute. (e) In the event that the End User’s Access Rights are reduced in accordance with this Clause 4.1, the Agreement (including the Base Access Charges) will be varied accordingly. (f) The End User shall have no claim or entitlement to compensation as a result of any reduction in Access Rights pursuant to this Clause 4.1.

Reduction of Access Rights. (a) If, for any reason other than the occurrence of a Force Majeure Event or the failure of Aurizon Network to make the Access Rights available, at least eighty-five percent (85%) of the Train Services that are entitled to be operated for the End User are not operated over any four (4) consecutive Quarters, in accordance with the Train Service Description for that period, then Aurizon Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon Network is considering reducing the End User’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User and: (i) the End User has Access Holder fails to have an Operator operate all Train Services on Scheduled Train Paths for seven or more (not demonstrated to Aurizon Network’s reasonable satisfaction, within 21 days necessarily consecutive) weeks out of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilisedany 12 consecutive weeks when such Train Services are scheduled; and (ii) Aurizon Network is satisfied that it Queensland Rail can demonstrate that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then: (iii) Aurizon Network Queensland Rail may, within ten Business Days after the last of those seven occasions, give a notice to the Access Holder (Resumption Notice): (A) that Queensland Rail is considering reducing the Access Holder’s Access Rights from a nominated date (Date of Resumption) to the extent of that underutilisation; and (B) requesting the Access Holder to demonstrate a sustained requirement for the Access Rights. (b) If a Resumption Notice is given to the Access Holder and the Access Holder has not demonstrated to Queensland Rail’s reasonable satisfaction, within 40 Business Days (or longer period if agreed between the Access Holder and Queensland Rail (both acting reasonably)) of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised: (i) Queensland Rail must promptly notify the End User Access Holder of whether Aurizon Network Queensland Rail has decided to proceed with the resumption and, if Aurizon Network Queensland Rail has decided to proceed, whether Aurizon Network Queensland Rail has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice (Resumption Decision Notice); and (ivii) if Aurizon Network Queensland Rail has decided to proceed with the resumption, the End UserAccess Holder’s entitlement to operate Train Services (through an Operator) shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iiiclause 21.1(b)(i)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User Access Holder does not agree with the reduction of the End UserAccess Holder’s entitlement proposed by Aurizon Network Queensland Rail pursuant to Clause 4.1(aclause 21.1(a) and (b), the End User Access Holder may, within twenty eight (28) days 20 Business Days of the receipt of the Resumption Decision Notice, notify Aurizon Network Queensland Rail in writing that it disputes the proposed reduction in which case the End User Access Holder may refer the dispute for determination by an expert in accordance with Clause 11.3. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(aExpert in (a) have been met and whether the End User Access Holder has demonstrated, to Aurizon Network’s reasonable satisfaction, demonstrated a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Decision Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expertExpert’s determination. (d) Aurizon Network Queensland Rail may withdraw the Resumption Notice or the Resumption Decision Notice at any time prior to the later of the Date of Resumption and fourteen (14) days ten Business Days following the resolution of the dispute. (e) In the event that the End UserAccess Holder’s Access Rights are entitlement to operate Train Services is reduced in accordance with this Clause 4.1clause 21.1, the Agreement agreement (including the Base Access Charges) will be varied accordingly. (f) The End User shall have no claim or entitlement A Train Service has not been operated on a Scheduled Train Path if the Operator has failed: (i) to compensation as a result present the relevant Train at the scheduled entry point onto the Network; or (ii) to operate the relevant Train so that it completes its full journey, in conformance with the locations and days set out in the Scheduled Train Paths applicable to such Train Service except: (iii) where the prior agreement of any reduction Queensland Rail and the Operator has resulted in Access Rights pursuant to this Clause 4.1the Operator using an alternative Train Path for that Train service.

Reduction of Access Rights. (a) If: (i) the Operator fails, for any reason other than the occurrence of due to a Force Majeure Event or the failure of Aurizon QR Network to make the Access Rights available, at least eighty-five percent to operate a Train Service on a Scheduled Train Path for seven (85%7) or more (not necessarily consecutive) times out of the Train Services that are entitled to be operated for the End User are not operated over any four twelve (412) consecutive Quarters, in accordance with the occasions on which that particular Scheduled Train Service Description for that period, then Aurizon Network may within forty (40) Business Days, give the End User written notice (“Resumption Notice”): (i) of that underutilisation; (ii) that Aurizon Network is considering reducing the End User’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User and: (i) the End User has not demonstrated to Aurizon Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised; Path exists and (ii) Aurizon QR Network is satisfied that it can demonstrate that it has a reasonable expectation ofhas: (A) a reasonable expectation of a sustained alternative demand for the capacity used by the Access Rights in question; that Scheduled Train Path : or (B) receiving a reasonable expectation of a commercial benefit for the provision of and management of the Infrastructure sufficiently material to justify the resumption of the Access Rights in questionthat Scheduled Train Path ; then QR Network may, then: within sixty (iii60) Aurizon Network must notify the End User of whether Aurizon Network has decided to proceed with the resumption and, if Aurizon Network has decided to proceed, whether Aurizon Network has decided to reduce the level days of the resumptionlast day of the relevant twelve (12) occasions, or nominate give a later date for notice (“Variation Notice”) to the Date of Resumption, from Operator proposing that given in the Resumption Notice; and (iv) if Aurizon Network has decided to proceed with the resumption, the End UserOperator’s entitlement to operate Train Services be reduced from a nominated date (through an being a date at least twenty-one (21) days after the Operator receives the Variation Notice) (“Date of Resumption”) by deleting the Scheduled Train Path referred to in Clause 3.4(a)(i) from the Operator’s Train Service Description. (b) After receipt of a Variation Notice the Operator shall have the opportunity to demonstrate to QR Network’s reasonable satisfaction a sustained requirement for the Scheduled Train Path the subject of the Variation Notice. (c) If the Operator fails to demonstrate to QR Network’s reasonable satisfaction a sustained requirement for the Scheduled Train Path the subject of the Variation Notice the Operator’s entitlement to operate Train Services shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to by deleting the extent that those matters have been varied in accordance with Clause 4.1(b)(iii)). Aurizon Network shall reduce relevant Scheduled Train Path from the rights of any Operator to operate Operator’s Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicableService Description. (cd) If the End User Operator does not agree with the reduction of the End UserOperator’s entitlement proposed by Aurizon QR Network pursuant to Clause 4.1(a3.2(a), the End User Operator may, within twenty eight one (2821) days of receipt of the Resumption Variation Notice, notify Aurizon QR Network in writing that it disputes the proposed reduction in which case the End User Operator may refer the dispute to the Dispute Managers for determination by an expert in accordance with Clause 11.317.2 of this Agreement. The expert Dispute Managers will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a3.2(a) have been met and whether the End User Operator has demonstrated, to Aurizon QR Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights Scheduled Train Path to which the reduction would apply. The QR Network must not effect the reduction proposed in the Resumption Variation Notice will not take effect until resolution of the dispute and then may only to the extent that the implement a reduction is consistent with the expert’s Dispute Managers determination. (de) Aurizon QR Network may withdraw the Resumption Variation Notice at any time prior to the later of the Date of Resumption and or fourteen (14) days following the resolution of the dispute, whichever is the later. (ef) Where the Operator’s Customer or Customers has or have provided concurrent written notification to QR Network and the Operator that they intend to vary or terminate their rail haulage agreement(s) with the Operator and use another Railway Operator for some or all of their rail haulage services, then QR Network will, as permitted under and subject to any restrictions specified in QR Network’s Access Undertaking, reduce the Access Rights for the Operator necessary for the Operator’s Customer or Customers to effect the termination or variation of the relevant rail haulage agreement(s). The provisions of Clause 17 shall not apply to this Clause 3.2(f). (g) In the event that the End UserOperator’s Access Rights are entitlement to operate Train Services is reduced in accordance with this Clause 4.13.2, the Agreement (including the Base Access Charges) will be varied accordingly. (fh) The End User Operator shall have no claim or entitlement to compensation as a result of any reduction in Access Rights Train Services pursuant to this Clause 4.13.2.

Reduction of Access Rights. (a) IfIf the Operator, for any reason other than the occurrence of a Force Majeure Event or the failure of Aurizon QR Network to make the Access Rights available, does not operate, over any four (4) consecutive Quarters, at least eighty-five percent (85%) of the Train Services that are entitled to be operated for the End User are not operated over any four (4) consecutive Quarters, in accordance with the allowed under its Train Service Description for that period, then Aurizon QR Network may within forty (40) Business Days, give the End User Access Holder written notice (“Resumption Notice”):) of: (i) of that underutilisation; (ii) that Aurizon QR Network is considering reducing the End UserAccess Holder’s Access Rights from a nominated date (“Date of Resumption”) to the extent of that underutilisation; and (iii) requesting the End User Access Holder to demonstrate a sustained requirement for the Access Rights that have not been utilised. (b) If a Resumption Notice is given to the End User Access Holder and: (i) the End User Access Holder has not demonstrated to Aurizon QR Network’s reasonable satisfaction, within 21 days of receiving the Resumption Notice, a sustained requirement for the Access Rights that were not utilised; and (ii) Aurizon QR Network is satisfied that it can demonstrate that it has a reasonable expectation of: (A) a sustained alternative demand for the capacity used by the Access Rights in question; or (B) receiving a commercial benefit sufficiently material to justify the resumption of the Access Rights in question, then: (iii) Aurizon QR Network must notify the End User Access Holder of whether Aurizon QR Network has decided to proceed with the resumption and, if Aurizon QR Network has decided to proceed, whether Aurizon QR Network has decided to reduce the level of the resumption, or nominate a later date for the Date of Resumption, from that given in the Resumption Notice; and (iv) if Aurizon QR Network has decided to proceed with the resumption, the End UserAccess Holder’s entitlement to operate Train Services (through an the Operator) shall be reduced to the level specified in the Resumption Notice with effect on and from the Date of Resumption (except to the extent that those matters have been varied in accordance with Clause 4.1(b)(iii3.2(b)(iii)). Aurizon Network shall reduce the rights of any Operator to operate Train Services utilising the Access Rights under a Train Operations Agreement accordingly, provided that to the extent the End User has nominated multiple Operators: (A) if the End User has given Aurizon Network written notice of the allocation of that reduction between its nominated Operators at least 7 days prior to the Date of Resumption, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights in accordance with that notice; or (B) otherwise, Aurizon Network will reduce each Operator's rights to operate Train Services utilising the Access Rights under their Train Operations Agreement as closely as practicable to in proportion to the number of Train Services operated utilising the Access Rights by each Operator at the time the Resumption Notice was given, and Aurizon Network shall provide written notice of the reduction to each affected Operator as soon as practicable. (c) If the End User Access Holder does not agree with the reduction of the End UserAccess Holder’s entitlement proposed by Aurizon QR Network pursuant to Clause 4.1(a3.2(a), the End User Access Holder may, within twenty eight (28) days of receipt of the Resumption Notice, notify Aurizon QR Network in writing that it disputes the proposed reduction in which case the End User Access Holder may refer the dispute for determination by an expert in accordance with Clause 11.317.3 of this Agreement. The expert will determine whether the conditions for a reduction in Access Rights set out in Clause 4.1(a3.2(a) have been met and whether the End User Access Holder has demonstrated, to Aurizon QR Network’s reasonable satisfaction, a sustained requirement for that part of the Access Rights to which the reduction would apply. The reduction proposed in the Resumption Notice will not take effect until resolution of the dispute and then only to the extent that the reduction is consistent with the expert’s determination. (d) Aurizon QR Network may withdraw the Resumption Notice at any time prior to the later of the Date of Resumption and fourteen (14) days following the resolution of the dispute. (e) In the event that the End UserAccess Holder’s Access Rights are entitlement to operate Train Services is reduced in accordance with this Clause 4.13.2, the Agreement (including the Base Access Charges) will be varied accordingly. (f) The End User Access Holder shall have no claim or entitlement to compensation as a result of any reduction in Access Rights Train Services pursuant to this Clause 4.13.2.