Common use of Relinquishment and Transfer of Access Rights Clause in Contracts

Relinquishment and Transfer of Access Rights. (a) The End User may relinquish or transfer its Access Rights in accordance with this Clause 4.2. (b) If the End User intends to relinquish Access Rights, the End User must give Aurizon Network reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated Access Rights; and (ii) subject to Clause 4.2(d), the date (“Relinquishment Date”) on which and the period for which the Nominated Access Rights are to be relinquished. (c) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined in Aurizon Network’s Access Undertaking) (the “Transferee”), the End User must give Aurizon Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifying: (i) the Nominated Access Rights; (ii) subject to Clause 4.2(d), the date (“Transfer Date”) on which and the period for which the Nominated Access Rights are to be transferred; and (iii) the identity of the Transferee. (d) The period from the giving of the Notice of Intention to Relinquish until the Relinquishment Date, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must not: (i) exceed two (2) years, where the Nominated Access Rights are for coal carrying Train Services operating in the Central Queensland Coal Region; or (ii) exceed six (6) months, where Clause 4.2(d)(i) does not apply. (e) If the End User wishes to relinquish or transfer Nominated Access Rights, the End User must pay a Relinquishment Fee to Aurizon Network. The relinquishment or transfer of any Nominated Access Rights in accordance with this Clause is subject to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon Network.

Relinquishment and Transfer of Access Rights. (a) The End User may relinquish or transfer its Access Rights in accordance with this Clause 4.2. (b) If the End User intends Access Holder wishes to relinquish some or all of its Access Rights, then provided that: (i) the End User must give Aurizon Access Holder has given to QR Network reasonable notice of its intention to do so relinquish such Access Rights (“Notice of Intention to Relinquish”) specifyingwhich: (iA) specifies the Access Rights to be relinquished (“Nominated Access Rights; and”); (iiB) subject to Clause 4.2(d), specifies the date (“Relinquishment Date”) on which and the period for which the Nominated Access Rights are to be relinquished. (c) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined in Aurizon Network’s Access Undertaking) (the “Transferee”), the End User relinquished which Relinquishment Date must give Aurizon Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifyingbe no more than: (i1) the Nominated Access Rights; two (ii2) subject to Clause 4.2(d), the date (“Transfer Date”) on which and the period for which the Nominated Access Rights are to be transferred; and (iii) the identity of the Transferee. (d) The period from years after the giving of the Notice of Intention to Relinquish until the Relinquishment Date, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must not: (i) exceed two (2) yearsRelinquish, where the Nominated Train Services under this Agreement (including those Train Services in relation to the Access Rights that are for coal carrying Train Services operating to be relinquished) operate in the Central Queensland Coal Region; or (ii2) exceed in any other case, six (6) monthsMonths after the giving of the Notice of Intention to Relinquish; and (C) if the Access Holder wishes to effect a transfer of all or part of the Nominated Access Rights to an existing or prospective Railway Operator (“Transferee”), where specifies that fact and the identity of the Transferee and the Access Rights proposed to be transferred; and (ii) the Access Holder pays to QR Network the Relinquishment Fee, then, subject to the provisions of this Clause 4.2(d)(i3.3 being satisfied, from the later of the Relinquishment Date and the date of payment of the Relinquishment Fee, the Agreement (including the Base Access Charges) does will be amended to reflect the relinquishment of the Access Rights. During the period between when the Notice of Intention to Relinquish is given and the later of the Relinquishment Date and the date on which the Relinquishment Fee is paid, the terms of the Agreement will continue to apply in respect of the Nominated Access Rights. (b) The Access Holder immediately prior to paying the Relinquishment Fee (but not applyless than 5 Business Days prior to the Relinquishment Date), must request QR Network to calculate the Relinquishment Fee and, if so requested, QR Network will, subject to Clause 3.3(c), notify the Access Holder as soon as reasonably practical of the Relinquishment Fee and how it was calculated. (c) If the calculation of the Relinquishment Fee changes during the period from the time QR Network notifies the Access Holder under Clause 3.3(b) to the Access Holder seeking to pay the Relinquishment Fee, then QR Network: (i) may refuse to accept that payment (and, if so, the Relinquishment Fee is deemed not to have been paid by the Access Holder); and (ii) must advise the Access Holder of the correct Relinquishment Fee and the circumstances giving rise to the change in the calculation. (d) Where QR Network is negotiating an access agreement with an existing or prospective Railway Operator that, if executed, would reasonably be expected to result in a lessening of the Access Holder’s Relinquishment Fee QR Network will not unreasonably delay the process for negotiating and executing an access agreement with that existing or prospective Railway Operator. (e) If To the End User wishes extent that a Notice of Intention to relinquish or Relinquish identifies a Transferee, QR Network will transfer to the Transferee the applicable Nominated Access Rights provided that: (i) the access rights sought by the Transferee are for the same type of Train Service Entitlement (i.e. cyclic traffic) as the Nominated Access Rights; (ii) corresponding access rights are included in a new or varied access agreement with the Transferee; (iii) QR Network’s obligation to provide access, for all or part of the End User must pay a period specified in Clause 3.3(a)(i)(B), under that new or varied access agreement with the Transferee in respect of the relevant access rights commences on and from the later of the Relinquishment Date and the date on which the Relinquishment Fee to Aurizon Network. The relinquishment is paid; (iv) QR Network is satisfied that the new or transfer of any Nominated Access Rights varied access agreement has been developed in accordance with this Clause is subject the requirements of QR Network’s Access Undertaking; (v) the Access Holder complies with Clauses 3.3(a) and (b); and (vi) QR Network has sufficient capability in its Infrastructure so that it can do so without adversely affecting other Third Parties who are seeking access to and conditional on the End UserQR Network’s payment of the Relinquishment Fee Infrastructure or its ability to Aurizon Networkcomply with its obligations to Third Parties with existing rights to access Infrastructure.

Relinquishment and Transfer of Access Rights. (a) The End User may Where the Access Holder wishes to relinquish some or transfer all of its Access Rights in accordance with this and no other existing or prospective Railway Operator (“New Railway Operator”) has agreed to take up New Access Rights pursuant to Clause 4.2.3.3(f) or Other Access Rights pursuant to Clause 3.3(g) then provided that: (bi) If the End User intends Access Holder has given to relinquish Access Rights, the End User must give Aurizon Network QR reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated relinquish such Access Rights; and (ii) subject the Access Holder pays to QR the Relinquishment Fee within six (6) Months of the notice provided in accordance with Clause 4.2(d)3.3(a)(i) then from the date of payment of the Relinquishment Fee, the date Agreement (“Relinquishment Date”including the Base Access Charges) on which will be amended to reflect the relinquishment of the Access Rights. QR will be relieved of its obligation to provide Access Rights to the Access Holder during the period between the provision of the notice of intention to relinquish and the period for which payment of the Nominated Access Rights are to be relinquishedRelinquishment Fee. (cb) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined The Relinquishment Fee payable under Clause 3.3(a)(ii) will be reduced in Aurizon Network’s Access Undertakingaccordance with Clause 3.3(d) (the “Transferee”), the End User must give Aurizon Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifyingwhere: (i) a Railway Operator has entered into an access agreement with QR in respect of access rights that QR could not have provided without using the Nominated whole or part of the relinquished Access Rights; (ii) following the provision of notice pursuant to Clause 3.3(a)(i), but prior to the payment of the Relinquishment Fee pursuant to Clause 3.3(a)(ii), QR’s obligation to provide such access rights under the new access agreement has commenced; and (iii) no other Railway Operator is seeking to transfer or relinquish access rights that more closely resemble the access rights sought by the New Railway Operator. (c) Where QR is negotiating an access agreement with a New Railway Operator that, if executed, would reasonably be expected to result in a reduction to the Access Holder’s Relinquishment Fee pursuant to Clause 3.3(b), QR will not unreasonably delay the process for negotiating and executing an access agreement with that New Railway Operator. (d) Where Clause 3.3(b) applies, and subject to Clause 4.2(d3.3(e), the date Relinquishment Fee will be reduced by subtracting from it the product of the Relinquishment Fee and the Reduction Factor. To the extent that the New Railway Operator’s average contribution to Common Costs per train kilometre for its relevant Train services is less than the Access Holder’s average contribution to Common Costs per train kilometre for its relevant Train Services, the Reduction Factor will be decreased in proportion to the relative contribution. (e) In no circumstances will the Relinquishment Fee be reduced to less than zero (0). (f) Where the Access Holder wishes to relinquish some or all of its Access Rights and a New Railway Operator has agreed to take up access rights which are Equivalent Access Rights (“Transfer DateNew Access Rights”), then provided that: (i) on which and the period for which the Nominated Access Holder has given QR reasonable notice of its intention to relinquish such Access Rights are to be transferredenable the New Railway Operator to take up the New Access Rights; (ii) QR has, following the receipt of notice pursuant to Clause 3.3(f)(i), entered into an access agreement with that New Railway Operator for the New Access Rights and QR’s obligation to provide such New Access Rights has commenced at the same time as this Agreement is varied or terminated (whichever is applicable); and (iii) the identity Access Holder pays to QR, where applicable, within fourteen (14) days of receipt of an invoice from QR, a transfer fee, determined by QR as equivalent to the present value, considered over the remaining Term, of any future expected reductions in contributions to QR’s Common Costs in providing the Infrastructure (including the return earned on Infrastructure assets) due to the net effect of the Transfereerelevant relinquishment of the Access Holder’s Access Rights and the take up of the New Access Rights on the assumption that the Access Holder would have fully utilised the Access Rights for the remaining Term, and provided that in no circumstances will the transfer fee be less than zero (0) then from the date of payment of the transfer fee the Agreement (including the Base Access Charges) will be amended to reflect the relinquishment of such Access Rights. (dg) The period from Where the giving Access Holder wishes to relinquish some or all of its Access Rights and a New Railway Operator has agreed to take up access rights with a different origin/destination but with the Notice same format of Intention to Relinquish until Train service description as the Relinquishment DateAccess Rights (that is, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must nota Cyclic Traffic) (“Other Access Rights”) then provided that: (i) exceed two the Access Holder has given QR reasonable notice of its intention to relinquish such Access Rights to enable the New Railway Operator to take up the Other Access Rights; (2ii) yearsQR has, following the receipt of notice pursuant to Clause 3.3(g)(i), entered into an access agreement with that New Railway Operator for the Other Access Rights and QR’s obligation to provide such Other Access Rights has commenced at the same time as this Agreement is varied or terminated (whichever is applicable); (iii) the Access Holder has paid to QR, where applicable, a transfer fee equivalent to the Nominated Relinquishment Fee that would have been payable for relinquishment of the Access Rights provided that: (A) where (and only where) the Other Access Rights are for the transportation of specified net tonnes of coal between a specified origin and destination that have not been included in the Forecast Traffic; or (B) where the Other Access Rights are for Train services other than coal carrying Train Services services operating in the Central Queensland Coal RegionRegion the transfer fee will be reduced in accordance with Clause 3.3(d); orand (iiiv) exceed six no other Railway Operator is seeking to transfer access rights that more closely resemble the access rights sought by the New Railway Operator then from the date of payment of the transfer fee the Agreement (6including the Base Access Charges) months, where Clause 4.2(d)(i) does not applywill be amended to reflect the relinquishment of the Access Rights. (eh) If the End User wishes to relinquish or transfer Nominated Access Rights, the End User must pay a Relinquishment Fee to Aurizon Network. The relinquishment or transfer of any Nominated Where Access Rights have been reduced, relinquished or transferred in accordance with this Clause Agreement to the extent that there is subject no longer any Access Rights, QR will be entitled to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon Networkterminate this Agreement.

Relinquishment and Transfer of Access Rights. (a) The End User may relinquish or transfer its Access Rights in accordance with this Clause 4.2. (b) If the End User intends to relinquish Access Rights, the End User must give Aurizon Network reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated Access Rights; and (ii) subject to Clause 4.2(d), the date (“Relinquishment Date”) on which and the period for which the Nominated Access Rights are to be relinquished.; and (c) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined in Aurizon Network’s Access Undertaking) (the “Transferee”), the End User must give Aurizon Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifying: (i) the Nominated Access Rights; (ii) subject to Clause 4.2(d), the date (“Transfer Date”) on which and the period for which the Nominated Access Rights are to be transferred; and (iii) the identity of the Transferee. (d) The period from the giving of the Notice of Intention to Relinquish until the Relinquishment Date, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must not: (i) exceed two (2) years, where the Nominated Access Rights are for coal carrying Train Services operating in the Central Queensland Coal Region; or (ii) exceed six (6) months, where Clause 4.2(d)(i) does not apply. (e) If the End User wishes to relinquish or transfer Nominated Access Rights, the End User must pay a Relinquishment Fee to Aurizon Network. The relinquishment or transfer of any Nominated Access Rights in accordance with this Clause is subject to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon Network. (f) The End User immediately prior to paying the Relinquishment Fee (but not less than 5 Business Days prior to the Relinquishment Date or Transfer Date), must request Aurizon Network to calculate the Relinquishment Fee. Upon being so requested, Aurizon Network will calculate the Relinquishment Fee in accordance with Clause 1.1. Subject to Clause 4.2(g), Aurizon Network will notify the End User as soon as reasonably practical of the Relinquishment Fee and how it was calculated. (g) If the calculation of the Relinquishment Fee changes during the period from the time Aurizon Network notifies the End User under Clause 4.2(f) to the End User seeking to pay the Relinquishment Fee, then Aurizon Network: (i) may refuse to accept that payment (and, if so, the Relinquishment Fee is deemed not to have been paid by the End User); and (ii) must advise the End User of the correct Relinquishment Fee and the circumstances giving rise to the change in the calculation. (h) The terms of this Agreement will continue to apply in respect of the Nominated Access Rights until the later of: (i) the End User paying the Relinquishment Fee to Aurizon Network; and (ii) the Relinquishment Date or Transfer Date. (i) Where Aurizon Network identifies an opportunity for it to enter into an access agreement with an existing or prospective Railway Operator that would result in a lessening of the End User’s Relinquishment Fee, Aurizon Network will not unreasonably delay the process for negotiating and executing an access agreement with that existing or prospective Railway Operator. (j) In the event of a transfer of Access Rights under this Clause, Aurizon Network will transfer the applicable Nominated Access Rights provided that: (i) the access rights sought by the Transferee are for the same type of Train Service Entitlement (i.e. cyclic traffic) as the Nominated Access Rights; (ii) corresponding access rights are included in a new or varied access agreement with the Transferee; (iii) Aurizon Network’s obligation to provide access, for all or part of the period specified in Clause 4.2(c)(ii), under that new or varied access agreement in respect of the relevant access rights commences on and from the later of the End User paying the Relinquishment Fee to Aurizon Network and the Transfer Date; (iv) Aurizon Network is satisfied that the new or varied access agreement has been developed in accordance with the requirements of Aurizon Network’s Access Undertaking; (v) the End User complies with Clauses 4.2(c) and (e); and (vi) Aurizon Network has sufficient capability in its Infrastructure so that it can do so without adversely affecting other Third Parties who are seeking access to Aurizon Network’s Infrastructure or its ability to comply with its obligations to Third Parties with existing rights to access Infrastructure.

Relinquishment and Transfer of Access Rights. (a) The End User may Where the Operator wishes to relinquish some or transfer all of its Access Rights in accordance with this and no other existing or prospective Railway Operator (“New Railway Operator”) has agreed to take up New Access Rights pursuant to Clause 4.2.3.3(g) or Other Access Rights pursuant to Clause 3.3(h) then provided that: (bi) If the End User intends Operator has given to relinquish Access Rights, the End User must give Aurizon QR Network reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated relinquish such Access Rights; and (ii) subject the Operator pays to QR Network the Relinquishment Fee within: (A) two (2) years of the notice provided in accordance with Clause 4.2(d3.3(a)(i), where the date Train Services under this Agreement (“Relinquishment Date”) on which and including those Train Services in relation to the period for which the Nominated Access Rights that are to be relinquished. (c) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined in Aurizon Network’s Access Undertaking) (the “Transferee”), the End User must give Aurizon Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifying: (i) the Nominated Access Rights; (ii) subject to Clause 4.2(d), the date (“Transfer Date”) on which and the period for which the Nominated Access Rights are to be transferred; and (iii) the identity of the Transferee. (d) The period from the giving of the Notice of Intention to Relinquish until the Relinquishment Date, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must not: (i) exceed two (2) years, where the Nominated Access Rights are for coal carrying Train Services operating operate in the Central Queensland Coal Region; or (iiB) exceed six (6) monthsMonths of the notice provided in accordance with Clause 3.3(a)(i), where in any other case, then from the date of payment of the Relinquishment Fee, the Agreement (including the Base Access Charges) will be amended to reflect the relinquishment of the Access Rights. During the period between when the notice of intention is given and the Relinquishment Fee is paid, the terms of the Agreement will continue to apply in respect of the Access Rights which the Operator intends to relinquish. (b) The Relinquishment Fee payable under Clause 4.2(d)(i3.3(a)(ii) does will be reduced in accordance with Clause 3.3(d) where: (i) a Railway Operator has entered into an access agreement with QR Network in respect of access rights that QR Network could not applyhave provided without using the whole or part of the relinquished Access Rights; (ii) following the provision of notice pursuant to Clause 3.3(a)(i) but prior to the payment of the Relinquishment Fee pursuant to Clause 3.3(a)(ii), QR Network’s obligation to provide such access rights under the new access agreement has commenced; and (iii) no other Railway Operator is seeking to transfer or relinquish access rights that more closely resemble the access rights sought by the New Railway Operator. (c) Where QR Network is negotiating an access agreement with a New Railway Operator that, if executed, would reasonably be expected to result in a reduction to the Operator’s Relinquishment Fee pursuant to Clause 3.3(b), QR Network will not unreasonably delay the process for negotiating and executing an access agreement with that New Railway Operator. (d) Where Clause 3.3(b) applies and subject to Clause 3.3(f), the Relinquishment Fee will be reduced by subtracting from it the product of the Relinquishment Fee and the Reduction Factor. To the extent that the New Railway Operator’s average contribution to Common Costs per train kilometre for its relevant Train services is less than the Operator’s average contribution to Common Costs per train kilometre for its relevant Train Services, the Reduction Factor will be decreased in proportion to the relative contribution. (e) If Where the End User Train Services under this Agreement (including those Train Services in relation to the Access Rights that are to be relinquished) operate in the Central Queensland Coal Region, the amount payable by the Operator to QR Network under Clause 3.3(a) will not exceed 50% of the Relinquishment Fee (as determined prior to any reduction under Clause 3.3(d)). (f) In no circumstances will the Relinquishment Fee be reduced to less than zero (0). (g) Where the Operator wishes to relinquish some or transfer Nominated all of its Access Rights for the remainder of the Term or for a defined period (which must be a multiple of scheduling periods) and a New Railway Operator has agreed to take up access rights which are Equivalent Access Rights (“New Access Rights”) for that period then provided that: (i) the Operator has given QR Network reasonable notice of its intention to relinquish such Access Rights to enable the New Railway Operator to take up the New Access Rights; (ii) QR Network has, following the receipt of notice pursuant to Clause 3.3(g)(i), entered into an access agreement with that New Railway Operator for the New Access Rights and QR Network’s obligation to provide such New Access Rights has commenced at the same time as this Agreement is varied or terminated (whichever is applicable); and (iii) the Operator pays to QR Network, where applicable, within fourteen (14) days of receipt of an invoice from QR Network , a transfer fee, determined by QR Network as equivalent to the present value, considered over the remaining Term, of any future expected reductions in contributions to QR Network’s Common Costs in providing the Infrastructure (including the return earned on Infrastructure assets) due to the net effect of the relevant relinquishment of the Operator’s Access Rights and the take up of the New Access Rights on the assumption that the Operator would have fully utilised the Access Rights for the remaining Term and provided that in no circumstances will the transfer fee be less than zero (0), then from the date of payment of the transfer fee the Agreement (including the Base Access Charges) will be amended to reflect the relinquishment of such Access Rights. (h) Where the Operator wishes to relinquish some or all of its Access Rights and a New Railway Operator has agreed to take up access rights with a different origin/destination but with the same format of Train service description as the Access Rights (that is, a Cyclic Traffic) (“Other Access Rights”) then provided that: (i) the Operator has given QR Network reasonable notice of its intention to relinquish such Access Rights to enable the New Railway Operator to take up the Other Access Rights; (ii) QR Network has, following the receipt of notice pursuant to Clause 3.3(h)(i), entered into an access agreement with that New Railway Operator for the Other Access Rights and QR Network’s obligation to provide such Other Access Rights has commenced at the same time as this Agreement is varied or terminated (whichever is applicable); (iii) the Operator has paid to QR Network , where applicable, a transfer fee equivalent to the Relinquishment Fee that would have been payable for relinquishment of the Access Rights provided that: (A) where (and only where) the Other Access Rights are for the transportation of specified net tonnes of coal between a specified origin and destination that have not been included in the Forecast Traffic; or (B) where the Other Access Rights are for Train services other than coal carrying Train services operating in the Central Queensland Coal Region, the End User must pay a Relinquishment Fee transfer fee will be reduced in accordance with Clause 3.3(d); and (iv) no other Railway Operator is seeking to Aurizon Network. The transfer access rights that more closely resemble the access rights sought by the New Railway Operator then from the date of payment of the transfer fee the Agreement (including the Base Access Charges) will be amended to reflect the relinquishment or transfer of any Nominated the Access Rights. (i) Where Access Rights have been reduced, relinquished or transferred in accordance with this Clause Agreement to the extent that there is subject no longer any Access Rights, QR Network will be entitled to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon Networkterminate this Agreement.

Relinquishment and Transfer of Access Rights. (a) The End User Unless otherwise specified in the Access Agreement, an Operator may relinquish or transfer its Access Rights in accordance with this Clause 4.23.3. (b) If the End User An Operator who intends to relinquish Access Rights, the End User Rights must give Aurizon QR Network reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) ), specifying: (i) the “Nominated Access Rights”; and (ii) subject to Clause 4.2(d3.3(c), the date (“Relinquishment Date”) on which and the period for which the Nominated Access Rights are to be relinquished. (c) If the End User An Operator who intends to transfer all or part of its Access Rights to an Access Seeker (as defined in Aurizon Network’s Access Undertaking) (the “Transferee”), the End User ) must give Aurizon QR Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifying: (i) the Nominated Access Rights; (ii) subject to Clause 4.2(d3.3(d), the date (“Transfer Date”) on which and the period for which the Nominated Access Rights are to be transferred; and (iii) the identity of the Transferee. (d) The period from the giving of the Notice of Intention to Relinquish until the Relinquishment Date, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must not: (i) exceed two (2) years, where the Nominated Access Rights to be relinquished or transferred under the Access Agreement are for coal carrying Train Services operating in the Central Queensland Coal Region; or (ii) exceed six (6) months, where Clause 4.2(d)(i3.3(d)(i) does not apply. (e) If the End User An Operator who wishes to relinquish or transfer Nominated Access Rights, the End User Rights must pay a Relinquishment Fee to Aurizon QR Network. The relinquishment or transfer of any Nominated Access Rights in accordance with this Clause clause is subject to and conditional on the End UserOperator’s payment of the Relinquishment Fee to Aurizon QR Network. (f) The Operator immediately prior to paying the Relinquishment Fee (but not less than 5 Business Days prior to the Relinquishment Date or Transfer Date), must request QR Network to calculate the Relinquishment Fee. Upon being so requested, QR Network will calculate the Relinquishment Fee in accordance with clause 1.1 (“Relinquishment Fee”). Subject to clause 3.3 (g), QR Network will notify the Operator as soon as reasonably practical of the Relinquishment Fee and how it was calculated. (g) If the calculation of the Relinquishment Fee changes during the period from the time QR Network notifies the Operator under Clause 3.3(f) to the Operator seeking to pay the Relinquishment Fee, then QR Network: (i) may refuse to accept that payment (and, if so, the Relinquishment Fee is deemed not to have been paid by the Operator); and (ii) must advise the Operator of the correct Relinquishment Fee and the circumstances giving rise to the change in the calculation. (h) The terms of the Access Agreement will continue to apply in respect of the Nominated Access Rights until the later of: (i) the Operator paying the Relinquishment Fee to QR Network; and (ii) the Relinquishment Date or Transfer Date. (i) Where QR Network identifies an opportunity for it to enter into an Access Agreement with an existing or prospective Railway Operator that would result in a lessening of the Operator’s Relinquishment Fee, QR Network will not unreasonably delay the process for negotiating and executing an access agreement with that existing or prospective Railway Operator. (j) In the event of a transfer of Access Rights under this clause, QR Network will transfer the applicable Nominated Access Rights provided that: (i) the access rights sought by the Transferee are for the same type of Train Service Entitlement (i.e. cyclic traffic) as the Nominated Access Rights; (ii) corresponding access rights are included in a new or varied access agreement with the Transferee; (iii) QR Network’s obligation to provide access, for all or part of the period specified in Clause 3.3(a)(i)(B), under that new or varied access agreement in respect of the relevant access rights commences on and from the later of paying the Relinquishment Fee to QR Network and the Transfer Date; (iv) QR Network is satisfied that the new or varied access agreement has been developed in accordance with the requirements of QR Network’s Access Undertaking; (v) the Operator complies with Clauses 3.3(c) and (f); and (vi) QR Network has sufficient capability in its Infrastructure so that it can do so without adversely affecting other Third Parties who are seeking access to QR Network’s Infrastructure or its ability to comply with its obligations to Third Parties with existing rights to access Infrastructure.

Relinquishment and Transfer of Access Rights. (a) The End User Unless otherwise specified in the Access Agreement, an Access Holder may relinquish or transfer its Access Rights in accordance with this Clause 4.23.3. (b) If the End User An Access Holder who intends to relinquish Access Rights, the End User Rights must give Aurizon QR Network reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the “Nominated Access Rights; ” and; (ii) subject to Clause 4.2(d3.3(c), the date (“Relinquishment Date”) on which and the period for which the Nominated Access Rights are to be relinquished.; and (c) If the End User An Access Holder who intends to transfer all or part of its Access Rights to an Access Seeker (as defined in Aurizon Network’s Access Undertaking) (the “Transferee”), the End User ) must give Aurizon QR Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifying: (i) the “Nominated Access Rights”; (ii) subject to Clause 4.2(d3.3(d), the date (“Transfer Date”) on which and the period for which the Nominated Access Rights are to be transferred; and (iii) the identity of the Transferee. (d) The period from the giving of the Notice of Intention to Relinquish until the Relinquishment Date, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must not: (i) exceed two (2) years, where the Nominated Access Rights to be relinquished or transferred under the Access Agreement are for coal carrying Train Services operating in the Central Queensland Coal Region; or (ii) exceed six (6) months, where Clause 4.2(d)(i3.3(d)(i) does not apply. (e) If the End User An Access Holder who wishes to relinquish or transfer Nominated Access Rights, the End User Rights must pay a Relinquishment Fee to Aurizon QR Network. The relinquishment or transfer of any Nominated Access Rights in accordance with this Clause clause is subject to and conditional on the End UserAccess Holder’s payment of the Relinquishment Fee to Aurizon QR Network. (f) The Access Holder immediately prior to paying the Relinquishment Fee (but not less than 5 Business Days prior to the Relinquishment Date or Transfer Date), must request QR Network to calculate the Relinquishment Fee. Upon being so requested, QR Network will calculate the Relinquishment Fee in accordance with clause 1.1 (“Relinquishment Fee”). Subject to clause 3.3 (g), QR Network will notify the Access Holder as soon as reasonably practical of the Relinquishment Fee and how it was calculated. (g) If the calculation of the Relinquishment Fee changes during the period from the time QR Network notifies the Access Holder under Clause 3.3(f) to the Access Holder seeking to pay the Relinquishment Fee, then QR Network: (i) may refuse to accept that payment (and, if so, the Relinquishment Fee is deemed not to have been paid by the Access Holder); and (ii) must advise the Access Holder of the correct Relinquishment Fee and the circumstances giving rise to the change in the calculation. (h) The terms of the Access Agreement will continue to apply in respect of the Nominated Access Rights until the later of: (i) the Access Holder paying the Relinquishment Fee to QR Network; and (ii) the Relinquishment Date or Transfer Date. (i) Where QR Network identifies an opportunity for it to enter into an access agreement with an existing or prospective Railway Operator that would result in a lessening of the Access Holder’s Relinquishment Fee, QR Network will not unreasonably delay the process for negotiating and executing an access agreement with that existing or prospective Railway Operator. (j) In the event of a transfer of Access Rights under this clause, QR Network will transfer the applicable Nominated Access Rights provided that: (i) the access rights sought by the Transferee are for the same type of Train Service Entitlement (i.e. cyclic traffic) as the Nominated Access Rights; (ii) corresponding access rights are included in a new or varied access agreement with the Transferee; (iii) QR Network’s obligation to provide access, for all or part of the period specified in Clause 3.3(a)(i)(B), under that new or varied access agreement in respect of the relevant access rights commences on and from the later of paying the Relinquishment Fee to QR Network and the Transfer Date.; (iv) QR Network is satisfied that the new or varied access agreement has been developed in accordance with the requirements of QR Network’s Access Undertaking; (v) the Access Holder complies with Clauses 3.3(c) and (f); and (vi) QR Network has sufficient capability in its Infrastructure so that it can do so without adversely affecting other Third Parties who are seeking access to QR Network’s Infrastructure or its ability to comply with its obligations to Third Parties with existing rights to access Infrastructure.

Relinquishment and Transfer of Access Rights. (a) The End User may Where the Access Holder wishes to relinquish some or transfer all of its Access Rights in accordance with this and no other existing or prospective Railway Operator (“New Railway Operator”) has agreed to take up New Access Rights pursuant to Clause 4.2.3.3(f) or Other Access Rights pursuant to Clause 3.3(g) then provided that: (bi) If the End User intends Access Holder has given to relinquish Access Rights, the End User must give Aurizon Network QR reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated relinquish such Access Rights; and (ii) subject the Access Holder pays to QR the Relinquishment Fee within six (6) Months of the notice provided in accordance with Clause 4.2(d3.3(a)(i), then from the date of payment of the Relinquishment Fee, the Agreement (“Relinquishment Date”including the Base Access Charges) on which will be amended to reflect the relinquishment of the Access Rights. During the period between when the notice of intention is given and the period for Relinquishment Fee is paid, the terms of the Agreement will continue to apply in respect of the Access Rights which the Nominated Access Rights are Holder intends to be relinquishedrelinquish. (cb) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined The Relinquishment Fee payable under Clause 3.3(a)(ii) will be reduced in Aurizon Network’s Access Undertakingaccordance with Clause 3.3(d) (the “Transferee”), the End User must give Aurizon Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifyingwhere: (i) a Railway Operator has entered into an access agreement with QR in respect of access rights that QR could not have provided without using the Nominated whole or part of the relinquished Access Rights; (ii) following the provision of notice pursuant to Clause 3.3(a)(i), but prior to the payment of the Relinquishment Fee pursuant to Clause 3.3(a)(ii), QR’s obligation to provide such access rights under the new access agreement has commenced; and (iii) no other Railway Operator is seeking to transfer or relinquish access rights that more closely resemble the access rights sought by the New Railway Operator. (c) Where QR is negotiating an access agreement with a New Railway Operator that, if executed, would reasonably be expected to result in a reduction to the Access Holder’s Relinquishment Fee pursuant to Clause 3.3(b), QR will not unreasonably delay the process for negotiating and executing an access agreement with that New Railway Operator. (d) Where Clause 3.3(b) applies, and subject to Clause 4.2(d3.3(e), the date Relinquishment Fee will be reduced by subtracting from it the product of the Relinquishment Fee and the Reduction Factor. To the extent that the New Railway Operator’s average contribution to Common Costs per train kilometre for its relevant Train services is less than the Access Holder’s average contribution to Common Costs per train kilometre for its relevant Train Services, the Reduction Factor will be decreased in proportion to the relative contribution. (e) In no circumstances will the Relinquishment Fee be reduced to less than zero (0). (f) Where the Access Holder wishes to relinquish some or all of its Access Rights and a New Railway Operator has agreed to take up access rights which are Equivalent Access Rights (“Transfer DateNew Access Rights”), then provided that: (i) on which and the period for which the Nominated Access Holder has given QR reasonable notice of its intention to relinquish such Access Rights are to be transferredenable the New Railway Operator to take up the New Access Rights; (ii) QR has, following the receipt of notice pursuant to Clause 3.3(f)(i), entered into an access agreement with that New Railway Operator for the New Access Rights and QR’s obligation to provide such New Access Rights has commenced at the same time as this Agreement is varied or terminated (whichever is applicable); and (iii) the identity Access Holder pays to QR, where applicable, within fourteen (14) days of receipt of an invoice from QR, a transfer fee, determined by QR as equivalent to the present value, considered over the remaining Term, of any future expected reductions in contributions to QR’s Common Costs in providing the Infrastructure (including the return earned on Infrastructure assets) due to the net effect of the Transfereerelevant relinquishment of the Access Holder’s Access Rights and the take up of the New Access Rights on the assumption that the Access Holder would have fully utilised the Access Rights for the remaining Term, and provided that in no circumstances will the transfer fee be less than zero (0), then from the date of payment of the transfer fee the Agreement (including the Base Access Charges) will be amended to reflect the relinquishment of such Access Rights. (dg) The period from Where the giving Access Holder wishes to relinquish some or all of its Access Rights and a New Railway Operator has agreed to take up access rights with a different origin/destination but with the Notice same format of Intention to Relinquish until Train service description as the Relinquishment DateAccess Rights (that is, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must nota Cyclic Traffic) (“Other Access Rights”) then provided that: (i) exceed two the Access Holder has given QR reasonable notice of its intention to relinquish such Access Rights to enable the New Railway Operator to take up the Other Access Rights; (2ii) yearsQR has, following the receipt of notice pursuant to Clause 3.3(g)(i), entered into an access agreement with that New Railway Operator for the Other Access Rights and QR’s obligation to provide such Other Access Rights has commenced at the same time as this Agreement is varied or terminated (whichever is applicable); (iii) the Access Holder has paid to QR, where applicable, a transfer fee equivalent to the Nominated Relinquishment Fee that would have been payable for relinquishment of the Access Rights provided that: (A) where (and only where) the Other Access Rights are for the transportation of specified net tonnes of coal between a specified origin and destination that have not been included in the Forecast Traffic; or (B) where the Other Access Rights are for Train services other than coal carrying Train Services services operating in the Central Queensland Coal Region, the transfer fee will be reduced in accordance with Clause 3.3(d); orand (iiiv) exceed six no other Railway Operator is seeking to transfer access rights that more closely resemble the access rights sought by the New Railway Operator then from the date of payment of the transfer fee the Agreement (6including the Base Access Charges) months, where Clause 4.2(d)(i) does not applywill be amended to reflect the relinquishment of the Access Rights. (eh) If the End User wishes to relinquish or transfer Nominated Access Rights, the End User must pay a Relinquishment Fee to Aurizon Network. The relinquishment or transfer of any Nominated Where Access Rights have been reduced, relinquished or transferred in accordance with this Clause Agreement to the extent that there is subject no longer any Access Rights, QR will be entitled to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon Networkterminate this Agreement.

Relinquishment and Transfer of Access Rights. (a) The End User may Where the Access Holder wishes to relinquish some or transfer all of its Access Rights in accordance with this and no other existing or prospective Railway Operator (“New Railway Operator” ) has agreed to take up New Access Rights pursuant to Clause 4.2.3.3(f) or Other Access Rights pursuant to Clause 3.3(g) then provided that: (bi) If the End User intends Access Holder has given to relinquish Access Rights, the End User must give Aurizon Network QR reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated relinquish such Access Rights; and (ii) subject the Access Holder pays to QR the Relinquishment Fee within six (6) Months of the notice provided in accordance with Clause 4.2(d)3.3(a)(i) then from the date of payment of the Relinquishment Fee, the date Agreement (“Relinquishment Date”including the Base Access Charges) on which will be amended to reflect the relinquishment of the Access Rights. QR will be relieved of its obligation to provide Access Rights to the Access Holder during the period between the provision of the notice of intention to relinquish and the period for which payment of the Nominated Access Rights are to be relinquishedRelinquishment Fee. (cb) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined The Relinquishment Fee payable under Clause 3.3(a)(ii) will be reduced in Aurizon Network’s Access Undertakingaccordance with Clause 3.3(d) (the “Transferee”), the End User must give Aurizon Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifyingwhere: (i) a Railway Operator has entered into an access agreement with QR in respect of access rights that QR could not have provided without using the Nominated whole or part of the relinquished Access Rights; (ii) following the provision of notice pursuant to Clause 3.3(a)(i), but prior to the payment of the Relinquishment Fee pursuant to Clause 3.3(a)(ii), QR’s obligation to provide such access rights under the new access agreement has commenced; and (iii) no other Railway Operator is seeking to transfer or relinquish access rights that more closely resemble the access rights sought by the New Railway Operator. (c) Where QR is negotiating an access agreement with a New Railway Operator that, if executed, would reasonably be expected to result in a reduction to the Access Holder’s Relinquishment Fee pursuant to Clause 3.3(b), QR will not unreasonably delay the process for negotiating and executing an access agreement with that New Railway Operator. (d) Where Clause 3.3(b) applies, and subject to Clause 4.2(d3.3(e), the date Relinquishment Fee will be reduced by subtracting from it the product of the Relinquishment Fee and the Reduction Factor. To the extent that the New Railway Operator’s average contribution to Common Costs per train kilometre for its relevant Train services is less than the Access Holder’s average contribution to Common Costs per train kilometre for its relevant Train Services, the Reduction Factor will be decreased in proportion to the relative contribution. (e) In no circumstances will the Relinquishment Fee be reduced to less than zero (0). (f) Where the Access Holder wishes to relinquish some or all of its Access Rights and a New Railway Operator has agreed to take up access rights which are Equivalent Access Rights (“Transfer Date”New Access Rights” ), then provided that: (i) on which and the period for which the Nominated Access Holder has given QR reasonable notice of its intention to relinquish such Access Rights are to be transferredenable the New Railway Operator to take up the New Access Rights; (ii) QR has, following the receipt of notice pursuant to Clause 3.3(f)(i), entered into an access agreement with thatNew Railway Operator for the New Access Rights and QR’s obligation to provide such New Access Rights has commenced at the same time as this Agreement is varied or terminated (whichever is applicable); and (iii) the identity Access Holder pays to QR, where applicable, within fourteen (14) days of receipt of an invoice from QR, a transfer fee, determined by QR as equivalent to the present value, considered over the remaining Term, of any future expected reductions in contributions to QR’s Common Costs in providing the Infrastructure (including the return earned on Infrastructure assets) due to the net effect of the Transfereerelevant relinquishment of the Access Holder’s Access Rights and the take up of the New Access Rights on the assumption that the Access Holder would have fully utilised the Access Rights for the remaining Term, and provided that in no circumstances will the transfer fee be less than zero (0) then from the date of payment of the transfer fee the Agreement (including the Base Access Charges) will be amended to reflect the relinquishment of such Access Rights. (dg) The period from Where the giving Access Holder wishes to relinquish some or all of its Access Rights and a New Railway Operator has agreed to take up access rights with a different origin/destination but with the Notice same format of Intention to Relinquish until Train service description as the Relinquishment DateAccess Rights (that is, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must nota Cyclic T raffic) (“Other Access Rights”) then provided that: (i) exceed two the Access Holder has given QR reasonable notice of its intention to relinquish such Access Rights to enable the New Railway Operator to take up the Other Access Rights; (2ii) yearsQR has, following the receipt of notice pursuant to Clause 3.3(g)(i), entered into an access agreement with that New Railway Operator for the Other Access Rights and QR’s obligation to provide such Other Access Rights has commenced at the same time as this Agreement is varied or terminated (whichever is applicable); (iii) the Access Holder has paid to QR, where applicable, a transfer fee equivalent to the Nominated Relinquishment Fee that would have been payable for relinquishment of the Access Rights provided that: (A) where (and only where) the Other Access Rights are for the transportation of specified net tonnes of coal between a specified origin and destination that have not been included in the Forecast Traffic; or (B) where the Other Access Rights are for Train services other than coal carrying Train Services services operating in the Central Queensland Coal RegionRegion the transfer fee will be reduced in accordance with Clause 3.3(d); orand (iiiv) exceed six no other Railway Operator is seeking to transfer access rights that more closely resemble the access rights sought by the New Railway Operator then from the date of payment of the transfer fee the Agreement (6including the Base Access Charges) months, where Clause 4.2(d)(i) does not applywill be amended to reflect the relinquishment of the Access Rights. (eh) If the End User wishes to relinquish or transfer Nominated Access Rights, the End User must pay a Relinquishment Fee to Aurizon Network. The relinquishment or transfer of any Nominated Where Access Rights have been reduced, relinquished or transferred in accordance with this Clause Agreement to the extent that there is subject no longer any Access Rights, QR will be entitled to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon Networkterminate this Agreement.

Relinquishment and Transfer of Access Rights. (a) The End User may relinquish or transfer its Access Rights in accordance with this Clause 4.2. (b) If the End User intends to relinquish Access Rights, the End User must give Aurizon QR Network reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated Access Rights; and (ii) subject to Clause 4.2(d), the date (“Relinquishment Date”) on which and the period for which the Nominated Access Rights are to be relinquished.; and (c) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined in Aurizon QR Network’s Access Undertaking) (the “Transferee”), the End User must give Aurizon QR Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifying: (i) the Nominated Access Rights; (ii) subject to Clause 4.2(d), the date (“Transfer Date”) on which and the period for which the Nominated Access Rights are to be transferred; and (iii) the identity of the Transferee. (d) The period from the giving of the Notice of Intention to Relinquish until the Relinquishment Date, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must not: (i) exceed two (2) years, where the Nominated Access Rights are for coal carrying Train Services operating in the Central Queensland Coal Region; or (ii) exceed six (6) months, where Clause 4.2(d)(i) does not apply. (e) If the End User wishes to relinquish or transfer Nominated Access Rights, the End User must pay a Relinquishment Fee to Aurizon QR Network. The relinquishment or transfer of any Nominated Access Rights in accordance with this Clause is subject to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon QR Network. (f) The End User immediately prior to paying the Relinquishment Fee (but not less than 5 Business Days prior to the Relinquishment Date or Transfer Date), must request QR Network to calculate the Relinquishment Fee. Upon being so requested, QR Network will calculate the Relinquishment Fee in accordance with Clause 1.1. Subject to Clause 4.2(g), QR Network will notify the End User as soon as reasonably practical of the Relinquishment Fee and how it was calculated. (g) If the calculation of the Relinquishment Fee changes during the period from the time QR Network notifies the End User under Clause 4.2(f) to the End User seeking to pay the Relinquishment Fee, then QR Network: (i) may refuse to accept that payment (and, if so, the Relinquishment Fee is deemed not to have been paid by the End User); and (ii) must advise the End User of the correct Relinquishment Fee and the circumstances giving rise to the change in the calculation. (h) The terms of this Agreement will continue to apply in respect of the Nominated Access Rights until the later of: (i) the End User paying the Relinquishment Fee to QR Network; and (ii) the Relinquishment Date or Transfer Date. (i) Where QR Network identifies an opportunity for it to enter into an access agreement with an existing or prospective Railway Operator that would result in a lessening of the End User’s Relinquishment Fee, QR Network will not unreasonably delay the process for negotiating and executing an access agreement with that existing or prospective Railway Operator. (j) In the event of a transfer of Access Rights under this Clause, QR Network will transfer the applicable Nominated Access Rights provided that: (i) the access rights sought by the Transferee are for the same type of Train Service Entitlement (i.e. cyclic traffic) as the Nominated Access Rights; (ii) corresponding access rights are included in a new or varied access agreement with the Transferee; (iii) QR Network’s obligation to provide access, for all or part of the period specified in Clause 4.2(c)(ii), under that new or varied access agreement in respect of the relevant access rights commences on and from the later of the End User paying the Relinquishment Fee to QR Network and the Transfer Date; (iv) QR Network is satisfied that the new or varied access agreement has been developed in accordance with the requirements of QR Network’s Access Undertaking; (v) the End User complies with Clauses 4.2(c) and (e); and (vi) QR Network has sufficient capability in its Infrastructure so that it can do so without adversely affecting other Third Parties who are seeking access to QR Network’s Infrastructure or its ability to comply with its obligations to Third Parties with existing rights to access Infrastructure.

Relinquishment and Transfer of Access Rights. (a) The End User may relinquish or transfer its Access Rights in accordance with this Clause 4.2. (b) If the End User intends to relinquish Access Rights, the End User must give Aurizon Network reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated Access Rights; and (ii) subject to Clause 4.2(d), the date (“Relinquishment Date”) on which and the period for which the Nominated Access Rights are to be relinquished; and. (c) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined in Aurizon Network’s Access Undertaking) (the “Transferee”), the End User must give Aurizon Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifying: (i) the Nominated Access Rights; (ii) subject to Clause 4.2(d), the date (“Transfer Date”) on which and the period for which the Nominated Access Rights are to be transferred; and (iii) the identity of the Transferee. (d) The period from the giving of the Notice of Intention to Relinquish until the Relinquishment Date, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must not: (i) exceed two (2) years, where the Nominated Access Rights are for coal carrying Train Services operating in the Central Queensland Coal Region; or (ii) exceed six (6) months, where Clause 4.2(d)(i) does not apply. (e) If the End User wishes to relinquish or transfer Nominated Access Rights, the End User must pay a Relinquishment Fee to Aurizon Network. The relinquishment or transfer of any Nominated Access Rights in accordance with this Clause is subject to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon Network. (f) The End User immediately prior to paying the Relinquishment Fee (but not less than 5 Business Days prior to the Relinquishment Date or Transfer Date), must request Aurizon Network to calculate the Relinquishment Fee. Upon being so requested, Aurizon Network will calculate the Relinquishment Fee in accordance with Clause 1.1. Subject to Clause 4.2(g), Aurizon Network will notify the End User as soon as reasonably practical of the Relinquishment Fee and how it was calculated. (g) If the calculation of the Relinquishment Fee changes during the period from the time Aurizon Network notifies the End User under Clause 4.2(f) to the End User seeking to pay the Relinquishment Fee, then Aurizon Network: (i) may refuse to accept that payment (and, if so, the Relinquishment Fee is deemed not to have been paid by the End User); and (ii) must advise the End User of the correct Relinquishment Fee and the circumstances giving rise to the change in the calculation. (h) The terms of this Agreement will continue to apply in respect of the Nominated Access Rights until the later of: (i) the End User paying the Relinquishment Fee to Aurizon Network; and (ii) the Relinquishment Date or Transfer Date. (i) Where Aurizon Network identifies an opportunity for it to enter into an access agreement with an existing or prospective Railway Operator that would result in a lessening of the End User’s Relinquishment Fee, Aurizon Network will not unreasonably delay the process for negotiating and executing an access agreement with that existing or prospective Railway Operator. (j) In the event of a transfer of Access Rights under this Clause, Aurizon Network will transfer the applicable Nominated Access Rights provided that: (i) the access rights sought by the Transferee are for the same type of Train Service Entitlement (i.e. cyclic traffic) as the Nominated Access Rights; (ii) corresponding access rights are included in a new or varied access agreement with the Transferee; (iii) Aurizon Network’s obligation to provide access, for all or part of the period specified in Clause 4.2(c)(ii), under that new or varied access agreement in respect of the relevant access rights commences on and from the later of the End User paying the Relinquishment Fee to Aurizon Network and the Transfer Date; (iv) Aurizon Network is satisfied that the new or varied access agreement has been developed in accordance with the requirements of Aurizon Network’s Access Undertaking; (v) the End User complies with Clauses 4.2(c) and (e); and (vi) Aurizon Network has sufficient capability in its Infrastructure so that it can do so without adversely affecting other Third Parties who are seeking access to Aurizon Network’s Infrastructure or its ability to comply with its obligations to Third Parties with existing rights to access Infrastructure.

Relinquishment and Transfer of Access Rights. (a) The End User may Where the Operator wishes to relinquish some or transfer all of its Access Rights in accordance with this and no other existing or prospective Railway Operator (“New Railway Operator”) has agreed to take up New Access Rights pursuant to Clause 4.2.3.3(f) or Other Access Rights pursuant to Clause 3.3(g) then provided that: (bi) If the End User intends Operator has given to relinquish Access Rights, the End User must give Aurizon QR Network reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated relinquish such Access Rights; and (ii) subject the Operator pays to QR Network the Relinquishment Fee within six (6) Months of the notice provided in accordance with Clause 3.3(a)(i) then from the date of payment of the Relinquishment Fee, the Agreement (including the Base Access Charges) will be amended to reflect the relinquishment of the Access Rights. QR Network will be relieved of its obligation to provide Access Rights to the Operator during the period between the provision of the notice of intention to relinquish and the payment of the Relinquishment Fee. (b) The Relinquishment Fee payable under Clause 3.3(a)(ii) will be reduced in accordance with Clause 3.3(d) where: (i) a New Railway Operator has entered into an access agreement with QR Network in respect of access rights that QR Network could not have provided without using the whole or part of the relinquished Access Rights; (ii) following the provision of notice pursuant to Clause 4.2(d3.3(a)(i) but prior to the payment of the Relinquishment Fee pursuant to Clause 3.3(a)(ii), QR Network’s obligation to provide such access rights under the date new access agreement has commenced; and (“Relinquishment Date”iii) on which and no other Railway Operator is seeking to transfer or relinquish access rights that more closely resemble the period for which access rights sought by the Nominated Access Rights are to be relinquishednew Railway Operator. (c) If Where QR Network is negotiating an access agreement with a New Railway Operator that, if executed, would reasonably be expected to result in a reduction to the End User intends Operator’s Relinquishment Fee pursuant to transfer Clause 3.3(b), QR Network will not unreasonably delay the process for negotiating and executing an access agreement with that New Railway Operator. (d) Where Clause 3.3(b) applies and subject to Clause 3.3(e), the Relinquishment Fee will be reduced by subtracting from it the product of the Relinquishment Fee and the Reduction Factor. To the extent that the New Railway Operator’s average contribution to Common Costs per train kilometre for its relevant Train services is less than the Operator’s average contribution to Common Costs per train kilometre for its relevant Train Services, the Reduction Factor will be decreased in proportion to the relative contribution. (e) In no circumstances will the Relinquishment Fee be reduced to less than zero (0). (f) Where the Operator wishes to relinquish some or all or part of its Access Rights and a New Railway Operator has agreed to an take up access rights which are Equivalent Access Seeker Rights (as defined in Aurizon Network’s “New Access UndertakingRights”) then provided that: (i) the “Transferee”), the End User must give Aurizon Operator has given QR Network reasonable notice of its intention to do so (“Notice of Intention relinquish such Access Rights to Transfer”), specifying: (i) enable the Nominated New Railway Operator to take up the New Access Rights; (ii) subject QR Network has, following the receipt of notice pursuant to Clause 4.2(d3.3(f)(i), entered into an access agreement with that New Railway Operator for the date (“Transfer Date”) on which and the period for which the Nominated New Access Rights are and QR Network’s obligation to be transferredprovide such New Access Rights has commenced at the same time as this Agreement is varied or terminated (whichever is applicable); and (iii) the identity Operator pays to QR Network, where applicable, within fourteen (14) days of receipt of an invoice from QR Network, a transfer fee, determined by QR Network as equivalent to the present value, considered over the remaining Term, of any future expected reductions in contributions to QR Network’s Common Costs in providing the Infrastructure (including the return earned on Infrastructure assets) due to the net effect of the Transfereerelevant relinquishment of the Operator’s Access Rights and the take up of the New Access Rights on the assumption that the Operator would have fully utilised the Access Rights for the remaining Term and provided that in no circumstances will the transfer fee be less than zero (0) then from the date of payment of the transfer fee the Agreement (including the Base Access Charges) will be amended to reflect the relinquishment of such Access Rights. (dg) The period from Where the giving Operator wishes to relinquish some or all of its Access Rights and a New Railway Operator has agreed to take up access rights with a different origin/destination but with the Notice same format of Intention to Relinquish until Train service description as the Relinquishment DateAccess Rights (that is, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must nota Cyclic Traffic) (“Other Access Rights”) then provided that: (i) exceed two the Operator has given QR Network reasonable notice of its intention to relinquish such Access Rights to enable the New Railway Operator to take up the Other Access Rights; (2ii) yearsQR Network has, following the receipt of notice pursuant to Clause 3.3(g)(i), entered into an access agreement with that New Railway Operator for the Other (iii) the Operator has paid to QR Network, where applicable, a transfer fee equivalent to the Nominated Relinquishment Fee that would have been payable for relinquishment of the Access Rights provided that: (A) where (and only where) the Other Access Rights are for the transportation of specified net tonnes of coal between a specified origin and destination that have not been included in the Forecast Traffic; or (B) where the Other Access Rights are for Train services other than coal carrying Train Services services operating in the Central Queensland Coal RegionRegion the transfer fee will be reduced in accordance with Clause 3.3(d); orand (iiiv) exceed six no other Railway Operator is seeking to transfer access rights that more closely resemble the access rights sought by the New Railway Operator then from the date of payment of the transfer fee the Agreement (6including the Base Access Charges) months, where Clause 4.2(d)(i) does not applywill be amended to reflect the relinquishment of the Access Rights. (eh) If the End User wishes to relinquish or transfer Nominated Access Rights, the End User must pay a Relinquishment Fee to Aurizon Network. The relinquishment or transfer of any Nominated Where Access Rights have been reduced, relinquished or transferred in accordance with this Clause Agreement to the extent that there is subject no longer any Access Rights, QR Network will be entitled to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon Networkterminate this Agreement.

Relinquishment and Transfer of Access Rights. (a) The End User may relinquish or transfer its Access Rights in accordance with this Clause 4.2. (b) If the End User intends to relinquish Access Rights, the End User must give Aurizon QR Network reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated Access Rights; and (ii) subject to Clause 4.2(d), the date (“Relinquishment Date”) on which and the period for which the Nominated Access Rights are to be relinquished.; and (c) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined in Aurizon QR Network’s Access Undertaking) (the “Transferee”), the End User must give Aurizon QR Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifying: (i) the Nominated Access Rights; (ii) subject to Clause 4.2(d), the date (“Transfer Date”) on which and the period for which the Nominated Access Rights are to be transferred; and (iii) the identity of the Transferee. (d) The period from the giving of the Notice of Intention to Relinquish until the Relinquishment Date, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must not: (i) exceed two (2) years, where the Nominated Access Rights are for coal carrying Train Services operating in the Central Queensland Coal Region; or (ii) exceed six (6) months, where Clause 4.2(d)(i) does not apply. (e) If the End User wishes to relinquish or transfer Nominated Access Rights, the End User must pay a Relinquishment Fee to Aurizon QR Network. The relinquishment or transfer of any Nominated Access Rights in accordance with this Clause is subject to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon QR Network. (f) The End User immediately prior to paying the Relinquishment Fee (but not less than 5 Business Days prior to the Relinquishment Date or Transfer Date), must request QR Network to calculate the Relinquishment Fee. Upon being so requested, QR Network will calculate the Relinquishment Fee in accordance with Clause 1.1. Subject to Clause 4.2(g), QR Network will notify the End User as soon as reasonably practical of the Relinquishment Fee and how it was calculated. (g) If the calculation of the Relinquishment Fee changes during the period from the time QR Network notifies the End User under Clause 4.2(f) to the End User seeking to pay the Relinquishment Fee, then QR Network: (i) may refuse to accept that payment (and, if so, the Relinquishment Fee is deemed not to have been paid by the End User); and (ii) must advise the End User of the correct Relinquishment Fee and the circumstances giving rise to the change in the calculation. (h) The terms of this Agreement will continue to apply in respect of the Nominated Access Rights until the later of: (i) the End User paying the Relinquishment Fee to QR Network; and (ii) the Relinquishment Date or Transfer Date. Where QR Network identifies an opportunity for it to enter into an access agreement with an existing or prospective Railway Operator that would result in a lessening of the End User’s Relinquishment Fee, QR Network will not unreasonably delay the process for negotiating and executing an access agreement with that existing or prospective Railway Operator. In the event of a transfer of Access Rights under this Clause, QR Network will transfer the applicable Nominated Access Rights provided that: (i) the access rights sought by the Transferee are for the same type of Train Service Entitlement (i.e. cyclic traffic) as the Nominated Access Rights; (ii) corresponding access rights are included in a new or varied access agreement with the Transferee; (iii) QR Network’s obligation to provide access, for all or part of the period specified in Clause 4.2(c)(ii), under that new or varied access agreement in respect of the relevant access rights commences on and from the later of the End User paying the Relinquishment Fee to QR Network and the Transfer Date; (iv) QR Network is satisfied that the new or varied access agreement has been developed in accordance with the requirements of QR Network’s Access Undertaking; (v) the End User complies with Clauses 4.2(c) and (e); and (vi) QR Network has sufficient capability in its Infrastructure so that it can do so without adversely affecting other Third Parties who are seeking access to QR Network’s Infrastructure or its ability to comply with its obligations to Third Parties with existing rights to access Infrastructure.

Relinquishment and Transfer of Access Rights. (a) The End User may Where the Operator wishes to relinquish some or transfer all of its Access Rights in accordance with this and no other existing or prospective Railway Operator (“New Railway Operator”) has agreed to take up New Access Rights pursuant to Clause 4.2.3.3(f) or Other Access Rights pursuant to Clause 3.3(g) then provided that: (bi) If the End User intends Operator has given to relinquish Access Rights, the End User must give Aurizon QR Network reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated relinquish such Access Rights; and (ii) subject The Operator pays to QR Network the Relinquishment Fee within six (6) Months of the notice provided in accordance with Clause 3.3(a)(i) then from the date of payment of the Relinquishment Fee, the Agreement (including the Base Access Charges) will be amended to reflect the relinquishment of the Access Rights. During the period between when the notice of intention is given and the Relinquishment Fee is paid, the terms of the Agreement will continue to apply in respect of the Access Rights which the Operator intends to relinquish. (b) The Relinquishment Fee payable under Clause 3.3(a)(ii) will be reduced in accordance with Clause 3.3(d) where: (i) a Railway Operator has entered into an access agreement with QR Network in respect of access rights that QR Network could not have provided without using the whole or part of the relinquished Access Rights; (ii) following the provision of notice pursuant to Clause 4.2(d3.3(a)(i) but prior to the payment of the Relinquishment Fee pursuant to Clause 3.3(a)(ii), QR Network’s obligation to provide such access rights under the date new access agreement has commenced; and (“Relinquishment Date”iii) on which and no other Railway Operator is seeking to transfer or relinquish access rights that more closely resemble the period for which access rights sought by the Nominated Access Rights are to be relinquishednew Railway Operator. (c) If Where QR Network is negotiating an access agreement with a New Railway Operator that, if executed, would reasonably be expected to result in a reduction to the End User intends Operator’s Relinquishment Fee pursuant to transfer Clause 3.3(b), QR Network will not unreasonably delay the process for negotiating and executing an access agreement with that New Railway Operator. (d) Where Clause 3.3(b) applies and subject to Clause 3.3(e), the Relinquishment Fee will be reduced by subtracting from it the product of the Relinquishment Fee and the Reduction Factor. To the extent that the New Railway Operator’s average contribution to Common Costs per train kilometre for its relevant Train services is less than the Operator’s average contribution to Common Costs per train kilometre for its relevant Train Services, the Reduction Factor will be decreased in proportion to the relative contribution. (e) In no circumstances will the Relinquishment Fee be reduced to less than zero (0). (f) Where the Operator wishes to relinquish some or all or part of its Access Rights and a New Railway Operator has agreed to an take up access rights which are Equivalent Access Seeker Rights (as defined in Aurizon Network’s “New Access UndertakingRights”) then provided that: (i) the “Transferee”), the End User must give Aurizon Operator has given QR Network reasonable notice of its intention to do so (“Notice of Intention relinquish such Access Rights to Transfer”), specifying: (i) enable the Nominated New Railway Operator to take up the New Access Rights; (ii) subject QR Network has, following the receipt of notice pursuant to Clause 4.2(d3.3(f)(i), entered into an access agreement with that New Railway Operator for the date (“Transfer Date”) on which and the period for which the Nominated New Access Rights are and QR Network’s obligation to be transferredprovide such New Access Rights has commenced at the same time as this Agreement is varied or terminated (whichever is applicable); and (iii) the identity Operator pays to QR Network, where applicable, within fourteen (14) days of receipt of an invoice from QR Network, a transfer fee, determined by QR Network as equivalent to the present value, considered over the remaining Term, of any future expected reductions in contributions to QR Network’s Common Costs in providing the Infrastructure (including the return earned on Infrastructure assets) due to the net effect of the Transfereerelevant relinquishment of the Operator’s Access Rights and the take up of the New Access Rights on the assumption that the Operator would have fully utilised the Access Rights for the remaining Term and provided that in no circumstances will the transfer fee be less than zero (0) then from the date of payment of the transfer fee the Agreement (including the Base Access Charges) will be amended to reflect the relinquishment of such Access Rights. (dg) The period from Where the giving Operator wishes to relinquish some or all of its Access Rights and a New Railway Operator has agreed to take up access rights with a different origin/destination, utilises part of the Notice same Train Path but with the same format of Intention to Relinquish until Train service description as the Relinquishment DateAccess Rights (that is, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must nota Timetabled Traffic) (“Other Access Rights”) then provided that: (i) exceed two the Operator has given QR Network reasonable notice of its intention to relinquish such Access Rights to enable the New Railway Operator to take up the Other Access Rights; (2ii) yearsQR Network has, following the receipt of notice pursuant to Clause 3.3(g)(i), entered into an access agreement with that New Railway Operator for the Other Access Rights and QR Network’s obligation to provide such Other Access Rights has commenced at the same time as this Agreement is varied or terminated (whichever is applicable); (iii) the Operator has paid to QR Network, where applicable, a transfer fee equivalent to the Nominated Relinquishment Fee that would have been payable for relinquishment of the Access Rights provided that: (A) where (and only where) the Other Access Rights are for the transportation of specified net tonnes of coal between a specified origin and destination that have not been included in the Forecast Traffic; or (B) where the Other Access Rights are for Train services other than coal carrying Train Services services operating in the Central Queensland Coal RegionRegion the transfer fee will be reduced in accordance with Clause 3.3(d); orand (iiiv) exceed six no other Railway Operator is seeking to transfer access rights that more closely resemble the access rights sought by the New Railway Operator then from the date of payment of the transfer fee the Agreement (6including the Base Access Charges) months, where Clause 4.2(d)(i) does not applywill be amended to reflect the relinquishment of the Access Rights. (eh) If Where the End User Operator wishes to relinquish or transfer Nominated Access Rightsvary its timetable pursuant to Clause 3.3 but to retain the same Origin/Destination, relinquishment of the End User must pay Train Path the subject of the variation shall not be considered a Relinquishment Fee to Aurizon Network. The relinquishment or transfer for the purposes of any Nominated this Clause 3.3. (i) Where Access Rights have been reduced, relinquished or transferred in accordance with this Clause Agreement to the extent that there is subject no longer any Access Rights, QR Network will be entitled to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon Networkterminate this Agreement.

Relinquishment and Transfer of Access Rights. Deleted: T (a) The Unless otherwise specified in the Access Agreement, the End User may relinquish or transfer its Access Rights in accordance with this Clause 4.2. (b) If the End User intends to relinquish Access Rights, the End User must give Aurizon Network Queensland Rail reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated Access Rights; and (ii) subject to Clause 4.2(d), the date (“Relinquishment Date”) on which and the period for which the Nominated Access Rights are to be relinquished. (c) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined in Aurizon NetworkQueensland Rail’s Access Undertaking) (the “Transferee”), the End User must give Aurizon Network Queensland Rail reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifying: (i) the Nominated Access Rights; (ii) subject to Clause 4.2(d), the date (“Transfer Date”) on which and the period for which the Nominated Access Rights are to be transferred; and (iii) the identity of the Transferee. (d) The period from the giving of the Notice of Intention to Relinquish until the Relinquishment Date, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must not: (i) exceed two (2) years, where the Nominated Access Rights are for coal carrying Train Services operating in the Central Queensland Coal RegionWest Moreton System; or (ii) exceed six (6) months, where Clause 4.2(d)(i) does not apply. (e) If the End User wishes to relinquish or transfer Nominated Access Rights, the End User must pay a Relinquishment Fee to Aurizon NetworkQueensland Rail. The relinquishment or transfer of any Nominated Access Rights in accordance with this Clause is subject to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon NetworkQueensland Rail.

Relinquishment and Transfer of Access Rights. (a) The End User may relinquish or transfer its Access Rights in accordance with this Clause 4.2. (b) If the End User intends to relinquish Access Rights, the End User must give Aurizon QR Network reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated Access Rights; and (ii) subject to Clause 4.2(d), the date (“Relinquishment Date”) on which and the period for which the Nominated Access Rights are to be relinquished.; and (c) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined in Aurizon QR Network’s Access Undertaking) (the “Transferee”), the End User must give Aurizon QR Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifying: (i) the Nominated Access Rights; (ii) subject to Clause 4.2(d), the date (“Transfer Date”) on which and the period for which the Nominated Access Rights are to be transferred; and (iii) the identity of the Transferee. (d) The period from the giving of the Notice of Intention to Relinquish until the Relinquishment Date, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must not: (i) exceed two (2) years, where the Nominated Access Rights are for coal carrying Train Services operating in the Central Queensland Coal Region; or (ii) exceed six (6) months, where Clause 4.2(d)(i) does not apply. (e) If the End User wishes to relinquish or transfer Nominated Access Rights, the End User must pay a Relinquishment Fee to Aurizon QR Network. The relinquishment or transfer of any Nominated Access Rights in accordance with this Clause clauseClause is subject to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon QR Network. (f) The End User immediately prior to paying the Relinquishment Fee (but not less than 5 Business Days prior to the Relinquishment Date or Transfer Date), must request QR Network to calculate the Relinquishment Fee. Upon being so requested, QR Network will calculate the Relinquishment Fee in accordance with clauseClause 1.1. Subject to Clause 4.2(g), QR Network will notify the End User as soon as reasonably practical of the Relinquishment Fee and how it was calculated. (g) If the calculation of the Relinquishment Fee changes during the period from the time QR Network notifies the End User under Clause 4.2(f) to the End User seeking to pay the Relinquishment Fee, then QR Network: (i) may refuse to accept that payment (and, if so, the Relinquishment Fee is deemed not to have been paid by the End User); and (ii) must advise the End User of the correct Relinquishment Fee and the circumstances giving rise to the change in the calculation. (h) The terms of this Agreement will continue to apply in respect of the Nominated Access Rights until the later of: (i) the End User paying the Relinquishment Fee to QR Network; and

Relinquishment and Transfer of Access Rights. (a) The End User may Where the Operator wishes to relinquish some or transfer all of its Access Rights in accordance with this and no other existing or prospective Railway Operator (“New Railway Operator”) has agreed to take up New Access Rights pursuant to Clause 4.2.3.3(g) or Other Access Rights pursuant to Clause 3.3(h) then provided that: (bi) If the End User intends Operator has given to relinquish Access Rights, the End User must give Aurizon Network QR reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated relinquish such Access Rights; and (ii) subject the Operator pays to QR the Relinquishment Fee within: (A) two (2) years of the notice provided in accordance with Clause 4.2(d3.3(a)(i), where the date Train Services under this Agreement (“Relinquishment Date”) on which and including those Train Services in relation to the period for which the Nominated Access Rights that are to be relinquished. (c) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined in Aurizon Network’s Access Undertaking) (the “Transferee”), the End User must give Aurizon Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifying: (i) the Nominated Access Rights; (ii) subject to Clause 4.2(d), the date (“Transfer Date”) on which and the period for which the Nominated Access Rights are to be transferred; and (iii) the identity of the Transferee. (d) The period from the giving of the Notice of Intention to Relinquish until the Relinquishment Date, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must not: (i) exceed two (2) years, where the Nominated Access Rights are for coal carrying Train Services operating operate in the Central Queensland Coal Region; or (iiB) exceed six (6) monthsMonths of the notice provided in accordance with Clause 3.3(a)(i), where in any other case, then from the date of payment of the Relinquishment Fee, the Agreement (including the Base Access Charges) will be amended to reflect the relinquishment of the Access Rights. During the period between when the notice of intention is given and the Relinquishment Fee is paid, the terms of the Agreement will continue to apply in respect of the Access Rights which the Operator intends to relinquish. (b) The Relinquishment Fee payable under Clause 4.2(d)(i3.3(a)(ii) does will be reduced in accordance with Clause 3.3(d) where: (i) a Railway Operator has entered into an access agreement with QR in respect of access rights that QR could not applyhave provided without using the whole or part of the relinquished Access Rights; (ii) following the provision of notice pursuant to Clause 3.3(a)(i) but prior to the payment of the Relinquishment Fee pursuant to Clause 3.3(a)(ii), QR’s obligation to provide such access rights under the new access agreement has commenced; and (iii) no other Railway Operator is seeking to transfer or relinquish access rights that more closely resemble the access rights sought by the New Railway Operator. (c) Where QR is negotiating an access agreement with a New Railway Operator that, if executed, would reasonably be expected to result in a reduction to the Operator’s Relinquishment Fee pursuant to Clause 3.3(b), QR will not unreasonably delay the process for negotiating and executing an access agreement with that New Railway Operator. (d) Where Clause 3.3(b) applies and subject to Clause 3.3(f), the Relinquishment Fee will be reduced by subtracting from it the product of the Relinquishment Fee and the Reduction Factor. To the extent that the New Railway Operator’s average contribution to Common Costs per train kilometre for its relevant Train services is less than the Operator’s average contribution to Common Costs per train kilometre for its relevant Train Services, the Reduction Factor will be decreased in proportion to the relative contribution. (e) If Where the End User Train Services under this Agreement (including those Train Services in relation to the Access Rights that are to be relinquished) operate in the Central Queensland Coal Region, the amount payable by the Operator to QR under Clause 3.3(a) will not exceed 50% of the Relinquishment Fee (as determined prior to any reduction under Clause 3.3(d)). (f) In no circumstances will the Relinquishment Fee be reduced to less than zero (0). (g) Where the Operator wishes to relinquish some or transfer Nominated all of its Access Rights and a New Railway Operator has agreed to take up access rights which are Equivalent Access Rights (“New Access Rights”) then provided that: (i) the Operator has given QR reasonable notice of its intention to relinquish such Access Rights to enable the New Railway Operator to take up the New Access Rights; (ii) QR has, following the receipt of notice pursuant to Clause 3.3(g)(i), entered into an access agreement with that New Railway Operator for the New Access Rights and QR’s obligation to provide such New Access Rights has commenced at the same time as this Agreement is varied or terminated (whichever is applicable); and (iii) the Operator pays to QR, where applicable, within fourteen (14) days of receipt of an invoice from QR, a transfer fee, determined by QR as equivalent to the present value, considered over the remaining Term, of any future expected reductions in contributions to QR’s Common Costs in providing the Infrastructure (including the return earned on Infrastructure assets) due to the net effect of the relevant relinquishment of the Operator’s Access Rights and the take up of the New Access Rights on the assumption that the Operator would have fully utilised the Access Rights for the remaining Term and provided that in no circumstances will the transfer fee be less than zero (0), then from the date of payment of the transfer fee the Agreement (including the Base Access Charges) will be amended to reflect the relinquishment of such Access Rights. (h) Where the Operator wishes to relinquish some or all of its Access Rights and a New Railway Operator has agreed to take up access rights with a different origin/destination but with the same format of Train service description as the Access Rights (that is, a Cyclic Traffic) (“Other Access Rights”) then provided that: (i) the Operator has given QR reasonable notice of its intention to relinquish such Access Rights to enable the New Railway Operator to take up the Other Access Rights; (ii) QR has, following the receipt of notice pursuant to Clause 3.3(h)(i), entered into an access agreement with that New Railway Operator for the Other Access Rights and QR’s obligation to provide such Other Access Rights has commenced at the same time as this Agreement is varied or terminated (whichever is applicable); (iii) the Operator has paid to QR, where applicable, a transfer fee equivalent to the Relinquishment Fee that would have been payable for relinquishment of the Access Rights provided that: (A) where (and only where) the Other Access Rights are for the transportation of specified net tonnes of coal between a specified origin and destination that have not been included in the Forecast Traffic; or (B) where the Other Access Rights are for Train services other than coal carrying Train services operating in the Central Queensland Coal Region, the End User must pay a Relinquishment Fee transfer fee will be reduced in accordance with Clause 3.3(d); and (iv) no other Railway Operator is seeking to Aurizon Network. The transfer access rights that more closely resemble the access rights sought by the New Railway Operator then from the date of payment of the transfer fee the Agreement (including the Base Access Charges) will be amended to reflect the relinquishment or transfer of any Nominated the Access Rights. (i) Where Access Rights have been reduced, relinquished or transferred in accordance with this Clause Agreement to the extent that there is subject no longer any Access Rights, QR will be entitled to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon Networkterminate this Agreement.

Relinquishment and Transfer of Access Rights. (a) The End User may relinquish or transfer its Access Rights in accordance with this Clause 4.2. (b) If the End User intends to relinquish Access Rights, the End User must give Aurizon QRAurizon Network reasonable notice of its intention to do so (“Notice of Intention to Relinquish”) specifying: (i) the Nominated Access Rights; and (ii) subject to Clause 4.2(d), the date (“Relinquishment Date”) on which and the period for which the Nominated Access Rights are to be relinquished.; and (c) If the End User intends to transfer all or part of its Access Rights to an Access Seeker (as defined in Aurizon QRAurizon Network’s Access Undertaking) (the “Transferee”), the End User must give Aurizon QRAurizon Network reasonable notice of its intention to do so (“Notice of Intention to Transfer”), specifying: (i) the Nominated Access Rights; (ii) subject to Clause 4.2(d), the date (“Transfer Date”) on which and the period for which the Nominated Access Rights are to be transferred; and (iii) the identity of the Transferee. (d) The period from the giving of the Notice of Intention to Relinquish until the Relinquishment Date, or the period from giving of the Notice of Intention to Transfer until the Transfer Date, must not: (i) exceed two (2) years, where the Nominated Access Rights are for coal carrying Train Services operating in the Central Queensland Coal Region; or (ii) exceed six (6) months, where Clause 4.2(d)(i) does not apply. (e) If the End User wishes to relinquish or transfer Nominated Access Rights, the End User must pay a Relinquishment Fee to Aurizon QRAurizon Network. The relinquishment or transfer of any Nominated Access Rights in accordance with this Clause clauseClause is subject to and conditional on the End User’s payment of the Relinquishment Fee to Aurizon QRAurizon Network. (f) The End User immediately prior to paying the Relinquishment Fee (but not less than 5 Business Days prior to the Relinquishment Date or Transfer Date), must request QRAurizon Network to calculate the Relinquishment Fee. Upon being so requested, QRAurizon Network will calculate the Relinquishment Fee in accordance with clauseClause 1.1. Subject to Clause 4.2(g), QRAurizon Network will notify the End User as soon as reasonably practical of the Relinquishment Fee and how it was calculated. (g) If the calculation of the Relinquishment Fee changes during the period from the time QRAurizon Network notifies the End User under Clause 4.2(f) to the End User seeking to pay the Relinquishment Fee, then QRAurizon Network: (i) may refuse to accept that payment (and, if so, the Relinquishment Fee is deemed not to have been paid by the End User); and (ii) must advise the End User of the correct Relinquishment Fee and the circumstances giving rise to the change in the calculation. (h) The terms of this Agreement will continue to apply in respect of the Nominated Access Rights until the later of: (i) the End User paying the Relinquishment Fee to QRAurizon Network; and (ii) the Relinquishment Date or Transfer Date. (i) Where QRAurizon Network identifies an opportunity for it to enter into an access agreement with an existing or prospective Railway Operator that would result in a lessening of the End User’s Relinquishment Fee, QRAurizon Network will not unreasonably delay the process for negotiating and executing an access agreement with that existing or prospective Railway Operator. (j) In the event of a transfer of Access Rights under this Clause, QRAurizon Network will transfer the applicable Nominated Access Rights provided that: (i) the access rights sought by the Transferee are for the same type of Train Service Entitlement (i.e. cyclic traffic) as the Nominated Access Rights; (ii) corresponding access rights are included in a new or varied access agreement with the Transferee; (iii) QRAurizon Network’s obligation to provide access, for all or part of the period specified in Clause 4.2(c)(ii), under that new or varied access agreement in respect of the relevant access rights commences on and from the later of the End User paying the Relinquishment Fee to QRAurizon Network and the Transfer Date; (iv) QRAurizon Network is satisfied that the new or varied access agreement has been developed in accordance with the requirements of QRAurizon Network’s Access Undertaking; (v) the End User complies with Clauses 4.2(c) and (e); and (vi) QRAurizon Network has sufficient capability in its Infrastructure so that it can do so without adversely affecting other Third Parties who are seeking access to QRAurizon Network’s Infrastructure or its ability to comply with its obligations to Third Parties with existing rights to access Infrastructure.