Common use of Reviews on Agreement Revision Dates Clause in Contracts

Reviews on Agreement Revision Dates. (a) All charges under this Agreement and the method of calculating, paying and reconciling them (including the terms of Schedule 2) and any consequential changes in drafting of provisions will be reviewed in their entirety, effective from each Agreement Revision Date, in accordance with the following provisions of this clause 7.2. (b) Each review pursuant to clause 7.2 (a) will determine the types, calculation, payment and reconciliation of charges payable by the User pursuant to this Agreement, and may have regard to (amongst other things): (i) the terms of the Access Undertaking (if any) effective from the relevant Agreement Revision Date; (ii) the relevant Reference Tariff (if any) effective from the relevant Agreement Revision Date; and (iii) if relevant, the differences in risk profile and cost to DBCT Management (direct and indirect) between the terms and conditions of this Agreement and the terms and conditions of the Standard Access Agreement at the relevant Agreement Revision Date, and is intended to be undertaken at the same time, in conjunction with, and on the same basis as reviews under other User Agreements which are in terms similar to this Agreement where a similar review is due at the same time. (c) DBCT Management and the User must commence each review pursuant to clause 7.2(a) no later than 18 months prior to the scheduled relevant Agreement Revision Date, and: (i) the parties must endeavour to agree as early as it is practicable to do so (if possible, by no later than the Agreement Revision Date) on the basis and amount of new charges to apply from the relevant Agreement Revision Date; (ii) if the parties do not reach agreement by the date 6 months prior to the scheduled Agreement Revision Date, either party may refer the determination of the issues to arbitration in accordance with this clause 7.2, and if the arbitrator is the QCA, the parties must request the arbitrator to progress the arbitration in conjunction with the process at that time for development of a new Access Undertaking (with the intention that reviewed charges will be determined no later than the commencement of the new Access Undertaking); (iii) if there is no agreement or determination by the relevant Agreement Revision Date then: (A) the charges (and method of paying and reconciling them) applying prior to that Agreement Revision Date will continue to apply until otherwise agreed or determined; and (B) any determination or agreement will (unless the parties otherwise agree) operate retrospectively from the relevant Agreement Revision Date and, as soon as practicable after the determination or agreement, an adjustment will be paid by the relevant party (based on the amounts which have been paid to that date on an interim basis and the amounts which are agreed or determined to be payable from the Agreement Revision Date to the date the adjustment is paid) together with interest on the amount of the adjustment at the No Fault Interest Rate. The amount of interest will be determined by reconciling the amounts and timings of payments made on an interim basis with amounts payable and timing of those payments which would have applied in accordance with the agreement or determination. (d) If the matter is referred under clause 7.2(c)(ii) to arbitration, then arbitration must be effected as follows: (i) by the QCA in such manner as it sees fit, after consultation with the parties; or (ii) if the QCA is unwilling or unable to act, by a single arbitrator agreed upon between the parties; or (iii) in default of agreement under clause 7.2(c)(ii) within 10 days after the matter is referred to arbitration, by a single arbitrator selected by the Chair of the Queensland Chapter of the Institute of Arbitrators and Mediators, Australia. (e) If a matter is referred to arbitration under clause 7.2(d)(ii) or clause 7.2(d)(iii), then the arbitrator must have regard to the following matters: (i) an appropriate asset valuation of the Terminal; (ii) an appropriate rate of return for DBCT Management; (iii) the terms of this Agreement; (iv) the expected future tonnages of Coal anticipated to be Handled through the Terminal; (v) any other matter agreed to by the User and DBCT Management and notified by them in writing to the arbitrator; (vi) any other matter which is submitted by either the User or DBCT Management and accepted by the arbitrator as being relevant; and (vii) the then current approach of the QCA in respect of appropriate charges for services comparable to the Services (with the intent that the arbitration should produce an outcome similar to that which might have been expected had the QCA determined it). (f) Apart from an arbitration conducted under clause 7.2(d)(i) (which will be conducted in accordance with the rules and procedures required by the QCA), the arbitration must be conducted in accordance with clause 15.4. (g) If an Agreement Revision Date occurs, the parties will, in addition to reviewing the charges under this clause 7.2, meet together in good faith to negotiate any amendments to this Agreement which they consider to be relevant as a result of the changed circumstances following that Agreement Revision Date. Neither party will have any obligation to reach agreement on any revised terms.

Reviews on Agreement Revision Dates. (a) All charges under this Agreement and the method of calculating, paying and reconciling them (including the terms of Schedule 2) and any consequential changes in drafting of provisions will be reviewed in their entirety, effective from each Agreement Revision Date, in accordance with the following provisions of this clause 7.2. (b) Each review pursuant to clause 7.2 (a) will determine the types, calculation, payment and reconciliation of charges payable by the User pursuant to this Agreement, and may have regard to (amongst other things): (i) the terms of the Access Undertaking (if any) effective from the relevant Agreement Revision Date; (ii) the relevant Reference Tariff (if any) effective from the relevant Agreement Revision Date; and (iii) if relevant, the differences in risk profile and cost to DBCT Management (direct and indirect) between the terms and conditions of this Agreement and the terms and conditions of the Standard Access Agreement at the relevant Agreement Revision Date, and is intended to be undertaken at the same time, in conjunction with, and on the same basis as reviews under other User Agreements which are in terms similar to this Agreement where a similar review is due at the same time. (c) DBCT Management and the User must commence each review pursuant to clause 7.2(a) no later than 18 months prior to the scheduled relevant Agreement Revision Date, and: (i) the parties must endeavour to agree as early as it is practicable to do so (if possible, by no later than the Agreement Revision Date) on the basis and amount of new charges to apply from the relevant Agreement Revision Date; (ii) if the parties do not reach agreement by the date 6 months prior to the scheduled Agreement Revision Date, either party may refer the determination of the issues to arbitration in accordance with this clause 7.2, and if the arbitrator is the QCA, the parties must request the arbitrator to progress the arbitration in conjunction with the process at that time for development of a new Access Undertaking (with the intention that reviewed charges will be determined no later than the commencement of the new Access Undertaking); (iii) if there is no agreement or determination by the relevant Agreement Revision Date then: (A) the charges (and method of paying and reconciling them) applying prior to that Agreement Revision Date will continue to apply until otherwise agreed or determined; and (B) any determination or agreement will (unless the parties otherwise agree) operate retrospectively from the relevant Agreement Revision Date and, as soon as practicable after the determination or agreement, an adjustment will be paid by the relevant party (based on the amounts which have been paid to that date on an interim basis and the amounts which are agreed or determined to be payable from the Agreement Revision Date to the date the adjustment is paid) together with interest on the amount of the adjustment at the No Fault Interest Rate. The amount of interest will be determined by reconciling the amounts and timings of payments made on an interim basis with amounts payable and timing of those payments which would have applied in accordance with the agreement or determination. (d) If the matter is referred under clause 7.2(c)(ii) to arbitration, then arbitration must be effected as follows: (i) by the QCA in such manner as it sees fit, after consultation with the parties; or (ii) if the QCA is unwilling or unable to act, by a single arbitrator agreed upon between the parties; or (iii) in default of agreement under clause 7.2(c)(ii) within 10 days after the matter is referred to arbitration, by a single arbitrator selected by the Chair of the Queensland Chapter of the Institute of Arbitrators and Mediators, Australia. (e) If a matter is referred to arbitration under clause 7.2(d)(ii) or clause 7.2(d)(iii), then the arbitrator must have regard to the following matters: (i) an appropriate asset valuation of the TerminalTerminal and the relevant Terminal Component; (ii) an appropriate rate of return for DBCT Management; (iii) the terms of this Agreement; (iv) the expected future tonnages of Coal anticipated to be Handled through the TerminalTerminal and the relevant Terminal Component; (v) any other matter agreed to by the User and DBCT Management and notified by them in writing to the arbitrator; (vi) any other matter which is submitted by either the User or DBCT Management and accepted by the arbitrator as being relevant; and (vii) the then current approach of the QCA in respect of appropriate charges for services comparable to the Services (with the intent that the arbitration should produce an outcome similar to that which might have been expected had the QCA determined it). (f) Apart from an arbitration conducted under clause 7.2(d)(i) (which will be conducted in accordance with the rules and procedures required by the QCA), the arbitration must be conducted in accordance with clause 15.4. (g) If an Agreement Revision Date occurs, the parties will, in addition to reviewing the charges under this clause 7.2, meet together in good faith to negotiate any amendments to this Agreement which they consider to be relevant as a result of the changed circumstances following that Agreement Revision Date. Neither party will have any obligation to reach agreement on any revised terms.

Reviews on Agreement Revision Dates. ‌ (a) All charges under this Agreement and the method of calculating, paying and reconciling them (including the terms of Schedule 2) and any consequential changes in drafting of provisions will be reviewed in their entirety, effective from each Agreement Revision Date, in accordance with the following provisions of this clause 7.2.7.2.‌ (b) Each review pursuant to clause 7.2 (a7.2(a) will determine the types, calculation, payment and reconciliation of charges payable by the User pursuant to this Agreement, and may have regard to (amongst other things): (i) the terms of the Access Undertaking (if any) effective from the relevant Agreement Revision Date; (ii) the relevant Reference Tariff (if any) effective from the relevant Agreement Revision Date; and (iii) if relevant, the differences in risk profile and cost to DBCT Management (direct and indirect) between the terms and conditions of this Agreement and the terms and conditions of the Standard Access Agreement at the relevant Agreement Revision Date, and is intended to be undertaken at the same time, in conjunction with, and on the same basis as reviews under other User Agreements which are in terms similar to this Agreement where a similar review is due at the same time., (c) DBCT Management and the User must commence each review pursuant to clause 7.2(a) no later than 18 months prior to the scheduled relevant Agreement Revision Date, and: (i) the parties must endeavour to agree as early as it is practicable to do so (if possible, by no later than the Agreement Revision Date) on the basis and amount of new charges to apply from the relevant Agreement Revision Date; (ii) if the parties do not reach agreement by the date 6 months prior to the scheduled Agreement Revision Date, either party may refer the determination of the issues to arbitration in accordance with this clause 7.2, and if the arbitrator is the QCA, the parties must request the arbitrator to progress the arbitration in conjunction with the process at that time for development of a new Access Undertaking (with the intention that reviewed charges will be determined no later than the commencement of the new Access Undertaking);Undertaking);‌ (iii) if there is no agreement or determination by the relevant Agreement Revision Date then: (A) the charges (and method of paying and reconciling them) applying prior to that Agreement Revision Date will continue to apply until otherwise agreed or determined; and (B) any determination or agreement will (unless the parties otherwise agree) operate retrospectively from the relevant Agreement Revision Date and, as soon as practicable after the determination or agreement, an adjustment will be paid by the relevant party (based on the amounts which have been paid to that date on an interim basis and the amounts which are agreed or determined to be payable from the Agreement Revision Date to the date the adjustment is paid) together with interest on the amount of the adjustment at the No Fault Interest Rate. The amount of interest will be determined by reconciling the amounts and timings of payments made on an interim basis with amounts payable and timing of those payments which would have applied in accordance with the agreement or determination. (d) If the matter is referred under clause 7.2(c)(ii) to arbitration, then arbitration must be effected as follows: (i) by the QCA in such manner as it sees fit, after consultation with the parties; oror‌ (ii) if the QCA is unwilling or unable to act, by a single arbitrator agreed upon between the parties; oror‌ (iii) in default of agreement under clause 7.2(c)(ii) within 10 days after the matter is referred to arbitration, by a single arbitrator selected by the Chair of the Queensland Chapter of the Institute of Arbitrators and Mediators, Australia.Australia.‌ (e) If a matter is referred to arbitration under clause 7.2(d)(ii) or clause 7.2(d)(iii), then the arbitrator must have regard to the following matters: (i) an appropriate asset valuation of the TerminalTerminal and the relevant Terminal Component; (ii) an appropriate rate of return for DBCT Management; (iii) the terms of this Agreement; (iv) the expected future tonnages of Coal anticipated to be Handled through the TerminalTerminal and the relevant Terminal Component; (v) any other matter agreed to by the User and DBCT Management and notified by them in writing to the arbitrator; (vi) any other matter which is submitted by either the User or DBCT Management and accepted by the arbitrator as being relevant; and (vii) the then current approach of the QCA in respect of appropriate charges for services comparable to the Services (with the intent that the arbitration should produce an outcome similar to that which might have been expected had the QCA determined it). (f) Apart from an arbitration conducted under clause 7.2(d)(i) (which will be conducted in accordance with the rules and procedures required by the QCA), the arbitration must be conducted in accordance with clause 15.4. (g) If an Agreement Revision Date occurs, the parties will, in addition to reviewing the charges under this clause 7.2, meet together in good faith to negotiate any amendments to this Agreement which they consider to be relevant as a result of the changed circumstances following that Agreement Revision Date. Neither party will have any obligation to reach agreement on any revised terms.

Reviews on Agreement Revision Dates. ‌ (a) All charges under this Agreement and the method of calculating, paying and reconciling them (including the terms of Schedule 2) and any consequential changes in drafting of provisions will be reviewed in their entirety, effective from each Agreement Revision Date, in accordance with the following provisions of this clause 7.2.7.2.‌ (b) Each review pursuant to clause 7.2 (a7.2(a) will determine the types, calculation, payment and reconciliation of charges payable by the User pursuant to this Agreement, and may have regard to (amongst other things): (i) the terms of the Access Undertaking (if any) effective from the relevant Agreement Revision Date; (ii) the relevant Reference Tariff (if any) effective from the relevant Agreement Revision Date; and (iii) if relevant, the differences in risk profile and cost to DBCT Management (direct and indirect) between the terms and conditions of this Agreement and the terms and conditions of the Standard Access Agreement at the relevant Agreement Revision Date, and is intended to be undertaken at the same time, in conjunction with, and on the same basis as reviews under other User Agreements which are in terms similar to this Agreement where a similar review is due at the same time. (c) DBCT Management and the User must commence each review pursuant to clause 7.2(a) no later than 18 months prior to the scheduled relevant Agreement Revision Date, and: (i) the parties must endeavour to agree as early as it is practicable to do so (if possible, by no later than the Agreement Revision Date) on the basis and amount of new charges to apply from the relevant Agreement Revision Date; (ii) if the parties do not reach agreement by the date 6 months prior to the scheduled Agreement Revision Date, either party may refer the determination of the issues to arbitration in accordance with this clause 7.2, and if the arbitrator is the QCA, the parties must request the arbitrator to progress the arbitration in conjunction with the process at that time for development of a new Access Undertaking (with the intention that reviewed charges will be determined no later than the commencement of the new Access Undertaking);Undertaking);‌ (iii) if there is no agreement or determination by the relevant Agreement Revision Date then: (A) the charges (and method of paying and reconciling them) applying prior to that Agreement Revision Date will continue to apply until otherwise agreed or determined; and (B) any determination or agreement will (unless the parties otherwise agree) operate retrospectively from the relevant Agreement Revision Date and, as soon as practicable after the determination or agreement, an adjustment will be paid by the relevant party (based on the amounts which have been paid to that date on an interim basis and the amounts which are agreed or determined to be payable from the Agreement Revision Date to the date the adjustment is paid) together with interest on the amount of the adjustment at the No Fault Interest Rate. The amount of interest will be determined by reconciling the amounts and timings of payments made on an interim basis with amounts payable and timing of those payments which would have applied in accordance with the agreement or determination. (d) If the matter is referred under clause 7.2(c)(ii) to arbitration, then arbitration must be effected as follows: (i) by the QCA in such manner as it sees fit, after consultation with the parties; oror‌ (ii) if the QCA is unwilling or unable to act, by a single arbitrator agreed upon between the parties; oror‌ (iii) in default of agreement under clause 7.2(c)(ii) within 10 days after the matter is referred to arbitration, by a single arbitrator selected by the Chair of the Queensland Chapter of the Institute of Arbitrators and Mediators, Australia.Australia.‌ (e) If a matter is referred to arbitration under clause 7.2(d)(ii) or clause 7.2(d)(iii), then the arbitrator must have regard to the following matters: (i) an appropriate asset valuation of the TerminalTerminal and the relevant Terminal Component; (ii) an appropriate rate of return for DBCT Management; (iii) the terms of this Agreement; (iv) the expected future tonnages of Coal anticipated to be Handled through the TerminalTerminal and the relevant Terminal Component; (v) any other matter agreed to by the User and DBCT Management and notified by them in writing to the arbitrator; (vi) any other matter which is submitted by either the User or DBCT Management and accepted by the arbitrator as being relevant; and (vii) the then current approach of the QCA in respect of appropriate charges for services comparable to the Services (with the intent that the arbitration should produce an outcome similar to that which might have been expected had the QCA determined it). (f) Apart from an arbitration conducted under clause 7.2(d)(i) (which will be conducted in accordance with the rules and procedures required by the QCA), the arbitration must be conducted in accordance with clause 15.4. (g) If an Agreement Revision Date occurs, the parties will, in addition to reviewing the charges under this clause 7.2, meet together in good faith to negotiate any amendments to this Agreement which they consider to be relevant as a result of the changed circumstances following that Agreement Revision Date. Neither party will have any obligation to reach agreement on any revised terms.

Reviews on Agreement Revision Dates. (a) All charges under this Agreement and the method of calculating, paying and reconciling them (including the terms of Schedule 2) and any consequential changes in drafting of provisions will be reviewed in their entirety, effective from each Agreement Revision Date, in accordance with the following provisions of this clause 7.2. (b) Each review pursuant to clause 7.2 (a7.2(a) will determine the types, calculation, payment and reconciliation of charges payable by the User pursuant to this Agreement, and may have regard to (amongst other things): (i) the terms of the Access Undertaking (if any) effective from the relevant Agreement Revision Date; (ii) the relevant Reference Tariff (if any) effective from the relevant Agreement Revision Date; and (iii) if relevant, the differences in risk profile and cost to DBCT Management (direct and indirect) between the terms and conditions of this Agreement and the terms and conditions of the Standard Access Agreement at the relevant Agreement Revision Date, and is intended to be undertaken at the same time, in conjunction with, and on the same basis as reviews under other User Agreements which are in terms similar to this Agreement where a similar review is due at the same time. (c) DBCT Management and the User must commence each review pursuant to clause 7.2(a) no later than 18 months prior to the scheduled relevant Agreement Revision Date, and: (i) the parties must endeavour to agree as early as it is practicable to do so (if possible, by no later than the Agreement Revision Date) on the basis and amount of new charges to apply from the relevant Agreement Revision Date; (ii) if the parties do not reach agreement by the date 6 months prior to the scheduled Agreement Revision Date, either party may refer the determination of the issues to arbitration in accordance with this clause 7.2, and if the arbitrator is the QCA, the parties must request the arbitrator to progress the arbitration in conjunction with the process at that time for development of a new Access Undertaking (with the intention that reviewed charges will be determined no later than the commencement of the new Access Undertaking); (iii) if there is no agreement or determination by the relevant Agreement Revision Date then: (A) the charges (and method of paying and reconciling them) applying prior to that Agreement Revision Date will continue to apply until otherwise agreed or determined; and (B) any determination or agreement will (unless the parties otherwise agree) operate retrospectively from the relevant Agreement Revision Date and, as soon as practicable after the determination or agreement, an adjustment will be paid by the relevant party (based on the amounts which have been paid to that date on an interim basis and the amounts which are agreed or determined to be payable from the Agreement Revision Date to the date the adjustment is paid) together with interest on the amount of the adjustment at the No Fault Interest Rate. The amount of interest will be determined by reconciling the amounts and timings of payments made on an interim basis with amounts payable and timing of those payments which would have applied in accordance with the agreement or determination. (d) If the matter is referred under clause 7.2(c)(ii) to arbitration, then arbitration must be effected as follows: (i) by the QCA in such manner as it sees fit, after consultation with the parties; or (ii) if the QCA is unwilling or unable to act, by a single arbitrator agreed upon between the parties; or (iii) in default of agreement under clause 7.2(c)(ii) within 10 days after the matter is referred to arbitration, by a single arbitrator selected by the Chair of the Queensland Chapter of the Institute of Arbitrators and Mediators, Australia. (e) If a matter is referred to arbitration under clause 7.2(d)(ii) or clause 7.2(d)(iii), then the arbitrator must have regard to the following matters: (i) an appropriate asset valuation of the Terminal; (ii) an appropriate rate of return for DBCT Management; (iii) the terms of this Agreement; (iv) the expected future tonnages of Coal anticipated to be Handled through the Terminal; (v) any other matter agreed to by the User and DBCT Management and notified by them in writing to the arbitrator; (vi) any other matter which is submitted by either the User or DBCT Management and accepted by the arbitrator as being relevant; and (vii) the then current approach of the QCA in respect of appropriate charges for services comparable to the Services (with the intent that the arbitration should produce an outcome similar to that which might have been expected had the QCA determined it). (f) Apart from an arbitration conducted under clause 7.2(d)(i) (which will be conducted in accordance with the rules and procedures required by the QCA), the arbitration must be conducted in accordance with clause 15.4. (g) If an Agreement Revision Date occurs, the parties will, in addition to reviewing the charges under this clause 7.2, meet together in good faith to negotiate any amendments to this Agreement which they consider to be relevant as a result of the changed circumstances following that Agreement Revision Date. Neither party will have any obligation to reach agreement on any revised terms.

Reviews on Agreement Revision Dates. (a) All charges under this Agreement and the method of calculating, paying and reconciling them (including the terms of Schedule 2) and any consequential changes in drafting of provisions will be reviewed in their entirety, effective from each Agreement Revision Date, in accordance with the following provisions of this clause 7.2.7.2.‌ (b) Each review pursuant to clause 7.2 (a7.2(a) will determine the types, calculation, payment and reconciliation of charges payable by the User pursuant to this Agreement, and may have regard to (amongst other things): (i) the terms of the Access Undertaking (if any) effective from the relevant Agreement Revision Date; (ii) the relevant Reference Tariff (if any) effective from the relevant Agreement Revision Date; and (iii) if relevant, the differences in risk profile and cost to DBCT Management (direct and indirect) between the terms and conditions of this Agreement and the terms and conditions of the Standard Access Agreement at the relevant Agreement Revision Date, and is intended to be undertaken at the same time, in conjunction with, and on the same basis as reviews under other User Agreements which are in terms similar to this Agreement where a similar review is due at the same time. (c) DBCT Management and the User must commence each review pursuant to clause 7.2(a) no later than 18 months prior to the scheduled relevant Agreement Revision Date, and: (i) the parties must endeavour to agree as early as it is practicable to do so (if possible, by no later than the Agreement Revision Date) on the basis and amount of new charges to apply from the relevant Agreement Revision Date; (ii) if the parties do not reach agreement by the date 6 months prior to the scheduled Agreement Revision Date, either party may refer the determination of the issues to arbitration in accordance with this clause 7.2, and if the arbitrator is the QCA, the parties must request the arbitrator to progress the arbitration in conjunction with the process at that time for development of a new Access Undertaking (with the intention that reviewed charges will be determined no later than the commencement of the new Access Undertaking);Undertaking);‌ (iii) if there is no agreement or determination by the relevant Agreement Revision Date then: (A) the charges (and method of paying and reconciling them) applying prior to that Agreement Revision Date will continue to apply until otherwise agreed or determined; and (B) any determination or agreement will (unless the parties otherwise agree) operate retrospectively from the relevant Agreement Revision Date and, as soon as practicable after the determination or agreement, an adjustment will be paid by the relevant party (based on the amounts which have been paid to that date on an interim basis and the amounts which are agreed or determined to be payable from the Agreement Revision Date to the date the adjustment is paid) together with interest on the amount of the adjustment at the No Fault Interest Rate. The amount of interest will be determined by reconciling the amounts and timings of payments made on an interim basis with amounts payable and timing of those payments which would have applied in accordance with the agreement or determination. (d) If the matter is referred under clause 7.2(c)(ii) to arbitration, then arbitration must be effected as follows: (i) by the QCA in such manner as it sees fit, after consultation with the parties; oror‌ (ii) if the QCA is unwilling or unable to act, by a single arbitrator agreed upon between the parties; oror‌ (iii) in default of agreement under clause 7.2(c)(ii) within 10 days after the matter is referred to arbitration, by a single arbitrator selected by the Chair of the Queensland Chapter of the Institute of Arbitrators and Mediators, Australia.Australia.‌ (e) If a matter is referred to arbitration under clause 7.2(d)(ii) or clause 7.2(d)(iii), then the arbitrator must have regard to the following matters: (i) an appropriate asset valuation of the TerminalTerminal and the relevant Terminal Component; (ii) an appropriate rate of return for DBCT Management; (iii) the terms of this Agreement; (iv) the expected future tonnages of Coal anticipated to be Handled through the TerminalTerminal and the relevant Terminal Component; (v) any other matter agreed to by the User and DBCT Management and notified by them in writing to the arbitrator; (vi) any other matter which is submitted by either the User or DBCT Management and accepted by the arbitrator as being relevant; and (vii) the then current approach of the QCA in respect of appropriate charges for services comparable to the Services (with the intent that the arbitration should produce an outcome similar to that which might have been expected had the QCA determined it). (f) Apart from an arbitration conducted under clause 7.2(d)(i) (which will be conducted in accordance with the rules and procedures required by the QCA), the arbitration must be conducted in accordance with clause 15.4. (g) If an Agreement Revision Date occurs, the parties will, in addition to reviewing the charges under this clause 7.2, meet together in good faith to negotiate any amendments to this Agreement which they consider to be relevant as a result of the changed circumstances following that Agreement Revision Date. Neither party will have any obligation to reach agreement on any revised terms.

Reviews on Agreement Revision Dates. (a) All charges under this Agreement and the method of calculating, paying and reconciling them (including the terms of Schedule 2) and any consequential changes in drafting of provisions will be reviewed in their entirety, effective from each Agreement Revision Date, in accordance with the following provisions of this clause 7.2. (b) Each review pursuant to clause 7.2 (a) will determine the types, calculation, payment and reconciliation of charges payable by the User pursuant to this Agreement, and may have regard to (amongst other things): (i) the terms of the Access Undertaking (if any) effective from the relevant Agreement Revision Date; (ii) the relevant Reference Tariff (if any) effective from the relevant Agreement Revision Date; and (iii) if relevant, the differences in risk profile and cost to DBCT Management (direct and indirect) between the terms and conditions of this Agreement and the terms and conditions of the Standard Access Agreement at the relevant Agreement Revision Date, and is intended to be undertaken at the same time, in conjunction with, and on the same basis as reviews under other User Agreements which are in terms similar to this Agreement where a similar review is due at the same time. (c) DBCT Management and the User must commence each review pursuant to clause 7.2(a) no later than 18 months prior to the scheduled relevant Agreement Revision Date, and: (i) the parties must endeavour to agree as early as it is practicable to do so (if possible, by no later than the Agreement Revision Date) on the basis and amount of new charges to apply from the relevant Agreement Revision Date; (ii) if the parties do not reach agreement by the date 6 months prior to the scheduled Agreement Revision Date, either party may refer the determination of the issues to arbitration in accordance with this clause 7.2, and if the arbitrator is the QCA, the parties must request the arbitrator to progress the arbitration in conjunction with the process at that time for development of a new Access Undertaking (with the intention that reviewed charges will be determined no later than the commencement of the new Access Undertaking); (iii) if there is no agreement or determination by the relevant Agreement Revision Date then: (A) the charges (and method of paying and reconciling them) applying prior to that Agreement Revision Date will continue to apply until otherwise agreed or determined; and (B) any determination or agreement will (unless the parties otherwise agree) operate retrospectively from the relevant Agreement Revision Date and, as soon as practicable after the determination or agreement, an adjustment will be paid by the relevant party (based on the amounts which have been paid to that date on an interim basis and the amounts which are agreed or determined to be payable from the Agreement Revision Date to the date the adjustment is paid) together with interest on the amount of the adjustment at the No Fault Interest Rate. The amount of interest will be determined by reconciling the amounts and timings of payments made on an interim basis with amounts payable and timing of those payments which would have applied in accordance with the agreement or determination. (d) If the matter is referred under clause 7.2(c)(ii) to arbitration, then arbitration must be effected as follows: (i) by the QCA in such manner as it sees fit, after consultation with the parties; or (ii) if the QCA is unwilling or unable to act, by a single arbitrator agreed upon between the parties; or (iii) in default of agreement under clause 7.2(c)(iiparagraph (ii) within 10 days after the matter is referred to arbitration, by a single arbitrator selected by the Chair of the Queensland Chapter of the Institute of Arbitrators and Mediators, Australia. (e) If a matter is referred to arbitration under clause 7.2(d)(ii) or clause 7.2(d)(iii), then the arbitrator must have regard to the following matters: (i) an appropriate asset valuation of the Terminal; (ii) an appropriate rate of return for DBCT Management; (iii) the terms of this Agreement; (iv) the expected future tonnages of Coal anticipated to be Handled through the Terminal; (v) any other matter agreed to by the User and DBCT Management and notified by them in writing to the arbitrator; (vi) any other matter which is submitted by either the User or DBCT Management and accepted by the arbitrator as being relevant; and (vii) the then current approach of the QCA in respect of appropriate charges for services comparable to the Services (with the intent that the arbitration should produce an outcome similar to that which might have been expected had the QCA determined it). (f) Apart from an arbitration conducted under clause 7.2(d)(i) (which will be conducted in accordance with the rules and procedures required by the QCA), the arbitration must be conducted in accordance with clause 15.4. (g) If an Agreement Revision Date occurs, the parties will, in addition to reviewing the charges under this clause 7.2, meet together in good faith to negotiate any amendments to this Agreement which they consider to be relevant as a result of the changed circumstances following that Agreement Revision Date. Neither party will have any obligation to reach agreement on any revised terms.