Common use of Terminal Regulations Clause in Contracts

Terminal Regulations. (a) The User acknowledges and agrees that the Operator may, with the consent of DBCT Management, establish and, from time to time, amend Terminal Regulations for the convenient operation and maintenance of the Terminal, and that such Terminal Regulations are in place at the Commencement Date. (b) DBCT Management must promptly notify the User of any proposed amendments to Terminal Regulations and provide the User with a copy of such proposed amended Terminal Regulations. (c) The User must observe Terminal Regulations, as they exist from time to time, as a condition of access to and the right to have its Coal Handled at the Terminal. (d) The User acknowledges that Terminal Regulations may include terms which:- (i) require scheduling of Access Holders' railing in and Handling of Coal in ways which promote Terminal [and System] efficiency and endeavour to achieve the objective set out in clause 3.5; [Note: square brackets around words in this clause indicate these words will be included in the Standard Access Agreement if existing Access Agreements are amended with this wording, to align present and future Access Agreements] (ii) temporarily reduce the tonnage of Coal which may be Handled or Services provided under this Agreement, during such periods as capacity of the Terminal or relevant Services becomes restricted, provided that such reductions and restrictions affect all Access Holders equitably (but this does not relieve the User or DBCT Management respectively from any liability which they might have in respect of the capacity or Services having become restricted); (iii) prescribe requirements for trains, unloading of trains, stockpiling and cargo assembly, vessels, arrival of vessels, loading of vessels, pre-loading requirements, order of loading and unloading and other matters where possible (including matters of the type dealt with in the Terminal Regulations at the Commencement Date) which promote the efficient, safe and equitable utilisation of capacity at the Terminal [and System Capacity] and Terminal Services; [Note: square brackets around words in this clause indicate these words will be included in the Standard Access Agreement if existing Access Agreements are amended with this wording, to align present and future Access Agreements] (iv) require Access Holders to co-operate with the Operator and other Access Holders in relation to scheduling, loading, unloading, priorities and other matters relating to the operation of the Terminal; and (v) allow the exercise of discretions on the part of the Operator in limited cases, where it is reasonable to do so, to optimise Terminal [and System] efficiency such power to be exercised in good faith and in a non-discriminatory way. [Note: square brackets around words in this clause indicate that these words will be included in the Standard Access Agreement if existing Access Agreements are amended with this wording, to align present and future Access Agreements] (e) DBCT Management must observe, and (as far as the Operation & Maintenance Contract allows) cause the Operator to observe the Terminal Regulations. (The parties acknowledge that DBCT Management's ability to comply with this clause 3.6(e) may be limited to the extent to which the Operation & Maintenance Contract obliges the Operator to comply with the Terminal Regulations.) (f) DBCT Management must not give its consent to the substitution or amendment of Terminal Regulations without reasonable consultation with Access Holders. (g) DBCT Management must only consent to Terminal Regulations if it reasonably considers that the Terminal Regulations, as a whole, and as far as is practicable, operate equitably amongst Access Holders and Access Seekers (should they become Access Holders). (h) If the User reasonably considers that a proposed amendment to the Terminal Regulations, as a whole, does not operate equitably amongst Access Holders, then the User may request DBCT Management not to consent to it. If the User has made that request and DBCT Management nevertheless consents to the amendment, then the User may, within 30 days after being notified of DBCT Management's consent, refer its objection to the amendment to the QCA for its consideration. (i) If the User duly exercises its rights under clause 3.6(h) (or if any other Access Holder exercises a similar right under its User Agreement or an Access Seeker exercises a similar right under the Access Undertaking), DBCT Management will be taken to have implemented the relevant amendments to the Terminal Regulations on an interim basis until the objection is resolved. If, following the exercise of such rights by the User, another Access Holder or an Access Seeker, the QCA determines that the relevant amendment to the Terminal Regulations does not, as far as is practicable, operate equitably amongst Access Holders and Access Seekers (should they become Access Holders), then the amendment will lapse. The Operator may implement any transitional arrangements which may be needed as a consequence of that lapsing. (j) DBCT Management will not be liable to the User on any basis whatsoever as a result of DBCT Management consenting to an amendment to Terminal Regulations (on an interim basis) or the due implementation and observance of an amendment to the Terminal Regulations (whether on an interim or final basis), as long as DBCT Management had in all respects acted reasonably and in good faith and (acting reasonably and in good faith) had formed the opinion that the relevant amendment to Terminal Regulations, as a whole and as far as is practicable, would operate equitably amongst Access Holders and Access Seekers (should they become Access Holders). For clarification, this does not affect DBCT Management’s obligation to do anything required on its part to cause the termination or consequential amendment of a Terminal Regulation after any determination that it breaches this Agreement or the Access Undertaking.

Terminal Regulations. (a) The User acknowledges and agrees that the Operator may, with the consent of DBCT Management, establish and, from time to time, amend propose amendments to the Terminal Regulations for and, subject to the convenient operation and maintenance of the TerminalAccess Undertaking, and that such Terminal Regulations are in place at the Commencement Dateamendments may be implemented by DBCT Management. (b) DBCT Management must must: comply with, and will use its best endeavours to ensure that the Operator complies with, the Terminal Regulations in force from time to time. (i) promptly notify the User of any proposed amendments to Terminal Regulations and Regulations; (ii) provide the User with a copy of such proposed amended amendments to the Terminal RegulationsRegulations (which may be by displaying it on DBCT Management's website); and (iii) conduct reasonable consultation with the User in relation to the proposed amendments in accordance with the Access Undertaking. (c) The User must observe the Terminal Regulations, as they exist existin force from time to time, as a condition of access to and the right to have its Coal Handled at the Terminal. . (c) (d) The User acknowledges that Terminal Regulations may include terms which:- (i) require scheduling of Access Holders' railing in and Handling of Coal in ways which promote Terminal [and System] efficiency and endeavour to achieve the objective set out in clause 3.5; [Note: square brackets around words in this clause indicate these words will be included in the Standard Access Agreement if existing Access Agreements are amended with this wording, to align present and future Access Agreements]; (ii) temporarily reduce the tonnage of Coal which may be Handled or Services provided under this Agreement, during such periods as capacity of the Terminal or relevant Services becomes restricted, provided that such reductions and restrictions affect all Access Holders equitably (but this does not relieve the User or DBCT Management respectively from any liability which they might have in respect of the capacity or Services having become restricted); (iii) prescribe requirements for trainstrainscargo building windows, unloading of trains, stockpiling and cargo assembly, vessels, arrival of vessels, loading of vessels, pre-loading requirements, order of loading and unloading and other matters where possible (including matters of the type dealt with in the Terminal Regulations at the Commencement Date) which promote the efficient, safe and equitable utilisation of capacity at the Terminal [and System Capacity] and Terminal Services; [Note: square brackets around words in this clause indicate these words will be included in the Standard Access Agreement if existing Access Agreements are amended with this wording, to align present and future Access Agreements]; (iv) require Access Holders to co-operate with the Operator and other Access Holders in relation to scheduling, loading, unloading, priorities and other matters relating to the operation of the Terminal; and (v) allow the exercise of discretions on the part of the Operator in limited cases, where it is reasonable to do so, to optimise Terminal [and System] efficiency (such power to be exercised in good faith and in a non-discriminatory way. [Note: square brackets around words in this clause indicate ). (d) The User acknowledges and agrees that these words will be included in the Standard Access Agreement if existing Access Agreements are amended with this wordingOperator may, from time to align present and future Access Agreements]time, by written notice to DBCT Management, propose amendments to the Terminal Regulations regarding operational issues. (e) DBCT Management must observe, and (as far as the Operation & Maintenance Contract allows) cause the Operator to observe observeIf the Operator submits to DBCT Management a proposed amendment to the Terminal Regulations. DBCT Management must: (The parties acknowledge that DBCT Management's ability to comply i) conduct reasonable consultation with this clause 3.6(e) may be limited the User in relation to the extent proposed amendment; and (ii) following the completion of such reasonable consultation, notify the User of: (A) the wording of the proposed amendment; (B) whether it has given its consent to which the Operation & Maintenance Contract obliges proposed amendment; and (C) that there is a 30 day period for notifying DBCT Management of any objections to the Operator decision to comply with consent or not consent (as applicable) to the Terminal Regulationsamendment.) (f) DBCT Management must not give its consent implement aA proposed amendment to the substitution or amendment of Terminal Regulations without will not be implemented unless: (i) DBCT Management has conducted reasonable consultation with Access Holders. (g) DBCT Management must only consent to Terminal Regulations if it reasonably considers that the Terminal Regulations, as a whole, and as far as is practicable, operate equitably amongst Access Holders and Funding Access Seekers (should they become Access Holders). (h) If the User reasonably considers that a proposed amendment to the Terminal Regulations, as a whole, does not operate equitably amongst Access Holders, then the User may request DBCT Management not to consent to it. If the User has made that request and DBCT Management nevertheless consents to the amendment, then the User may, within 30 days after being notified of DBCT Management's consent, refer its objection to the amendment to the QCA for its consideration. (i) If the User duly exercises its rights under clause 3.6(h) (or if any other Access Holder exercises a similar right under its User Agreement or an Access Seeker exercises a similar right under Rail Operators in accordance with the Access Undertaking), DBCT Management will be taken to have implemented the relevant amendments to the Terminal Regulations on an interim basis until the objection is resolved. If, following the exercise of such rights by the User, another Access Holder or an Access Seeker, the QCA determines that the relevant amendment to the Terminal Regulations does not, as far as is practicable, operate equitably amongst Access Holders and Access Seekers (should they become Access Holders), then the amendment will lapse. The Operator may implement any transitional arrangements which may be needed as a consequence of that lapsing.; and (jii) DBCT Management will not be liable to one of the User on any basis whatsoever as a result of DBCT Management consenting to an amendment to Terminal Regulations (on an interim basis) or the due implementation and observance of an amendment to the Terminal Regulations (whether on an interim or final basis), as long as DBCT Management had in all respects acted reasonably and in good faith and (acting reasonably and in good faith) had formed the opinion that the relevant amendment to Terminal Regulations, as a whole and as far as is practicable, would operate equitably amongst Access Holders and Access Seekers (should they become Access Holders). For clarification, this does not affect DBCT Management’s obligation to do anything required on its part to cause the termination or consequential amendment of a Terminal Regulation after any determination that it breaches this Agreement or the Access Undertaking.following has occurred:

Terminal Regulations. (a) The User acknowledges and agrees that the Operator may, with the consent of DBCT Management, establish and, from time to time, amend Terminal Regulations for the convenient operation and maintenance of the Terminal, and that such Terminal Regulations are in place at the Commencement Date.DBCT Management must comply with, and will use its best endeavours to ensure that the Operator complies with, the Terminal Regulations in force from time to time. (b) DBCT Management must promptly notify the User of any proposed amendments to Terminal Regulations and provide the User with a copy of such proposed amended Terminal Regulations. (c) The User must observe the Terminal Regulations, as they exist existin force from time to time, as a condition of access to and the right to have its Coal Handled at the Terminal. . (c) (d) The User acknowledges that Terminal Regulations may include terms which:- (i) require scheduling of Access Holders' railing in and Handling of Coal in ways which promote Terminal [and System] efficiency and endeavour to achieve the objective set out in clause 3.5; [Note: square brackets around words in this clause indicate these words will be included in the Standard Access Agreement if existing Access Agreements are amended with this wording, to align present and future Access Agreements] (ii) temporarily reduce the tonnage of Coal which may be Handled or Services provided under this Agreement, during such periods as capacity of the Terminal or relevant Services becomes restricted, provided that such reductions and restrictions affect all Access Holders equitably (but this does not relieve the User or DBCT Management respectively from any liability which they might have in respect of the capacity or Services having become restricted); (iii) prescribe requirements for trainstrainscargo building windows, unloading of trains, stockpiling and cargo assembly, vessels, arrival of vessels, loading of vessels, pre-loading requirements, order of loading and unloading and other matters where possible (including matters of the type dealt with in the Terminal Regulations at the Commencement Date) which promote the efficient, safe and equitable utilisation of capacity at the Terminal [and System Capacity] and Terminal Services; [Note: square brackets around words in this clause indicate these words will be included in the Standard Access Agreement if existing Access Agreements are amended with this wording, to align present and future Access Agreements]Agreements]and Terminal Services; (iv) require Access Holders to co-operate with the Operator and other Access Holders in relation to scheduling, loading, unloading, priorities and other matters relating to the operation of the Terminal; and (v) allow the exercise of discretions on the part of the Operator in limited cases, where it is reasonable to do so, to optimise Terminal [and System] efficiency (such power to be exercised in good faith and in a non-discriminatory way). [Note: square brackets around words in this clause indicate that these words will be included in the Standard Access Agreement if existing Access Agreements are amended with this wording, to align present and future Access Agreements] (d) The User acknowledges and agrees that the Operator may, from time to time, by written notice to DBCT Management, propose amendments to the Terminal Regulations regarding operational issues. (e) DBCT Management must observe, and (as far as the Operation & Maintenance Contract allows) cause the Operator to observe the Terminal Regulations. (The parties acknowledge that DBCT Management's ability to comply with this clause 3.6(e) may be limited to the extent to which the Operation & Maintenance Contract obliges the Operator to comply with the Terminal Regulations.) (f) Regulations.)If the Operator submits to DBCT Management must not give its consent to the substitution or amendment of Terminal Regulations without reasonable consultation with Access Holders. (g) DBCT Management must only consent to Terminal Regulations if it reasonably considers that the Terminal Regulations, as a whole, and as far as is practicable, operate equitably amongst Access Holders and Access Seekers (should they become Access Holders). (h) If the User reasonably considers that a proposed amendment to the Terminal Regulations, as a whole, does not operate equitably amongst Access Holders, then the User may request Regulations DBCT Management not to consent to it. If the User has made that request and DBCT Management nevertheless consents to the amendment, then the User may, within 30 days after being notified of DBCT Management's consent, refer its objection to the amendment to the QCA for its consideration.must: (i) If conduct reasonable consultation with the User duly exercises in relation to the proposed amendment; and (ii) following the completion of such reasonable consultation, notify the User of: (A) the wording of the proposed amendment; (B) whether it has given its rights under clause 3.6(hconsent to the proposed amendment; and (C) (or if any other Access Holder exercises that there is a similar right under its User Agreement or an Access Seeker exercises a similar right under the Access Undertaking), 30 day period for notifying DBCT Management will be taken to have implemented the relevant amendments of any objections to the Terminal Regulations on an interim basis until decision to consent or not consent (as applicable) to the objection is resolved. If, following the exercise of such rights by the User, another Access Holder or an Access Seeker, the QCA determines that the relevant amendment. (f) A proposed amendment to the Terminal Regulations does not, as far as is practicable, operate equitably amongst Access Holders and Access Seekers (should they become Access Holders), then the amendment will lapse. The Operator may implement any transitional arrangements which may be needed as a consequence of that lapsing. (j) DBCT Management will not be liable to the User on any basis whatsoever as a result of DBCT Management consenting to an amendment to Terminal Regulations (on an interim basis) or the due implementation and observance of an amendment to the Terminal Regulations (whether on an interim or final basis), as long as DBCT Management had in all respects acted reasonably and in good faith and (acting reasonably and in good faith) had formed the opinion that the relevant amendment to Terminal Regulations, as a whole and as far as is practicable, would operate equitably amongst Access Holders and Access Seekers (should they become Access Holders). For clarification, this does not affect DBCT Management’s obligation to do anything required on its part to cause the termination or consequential amendment of a Terminal Regulation after any determination that it breaches this Agreement or the Access Undertaking.implemented unless:

Terminal Regulations. (a) The User acknowledges and agrees that the Operator may, with the consent of DBCT Management, establish and, from time to time, amend Terminal Regulations for the convenient operation and maintenance of the Terminal, and that such Terminal Regulations are in place at the Commencement Date. (b) DBCT Management must promptly notify the User of any proposed amendments to Terminal Regulations and provide the User with a copy of such proposed amended Terminal Regulations. (c) The User must observe Terminal Regulations, as they exist from time to time, as a condition of access to and the right to have its Coal Handled at the Terminal. (d) The User acknowledges that Terminal Regulations may include terms which:- (i) require scheduling of Access Holders' railing in and Handling of Coal in ways which promote Terminal [and System] efficiency and endeavour to achieve the objective set out in clause 3.5; [Note: square brackets around words in this clause indicate these words will be included in the Standard Access Agreement if existing Access Agreements are amended with this wording, to align present and future Access Agreements]3.5 above; (ii) temporarily reduce the tonnage of Coal which may be Handled or Services provided under this Agreement, during such periods as capacity of the Terminal or relevant Services becomes restricted, provided that such reductions and restrictions affect all Access Holders equitably (but this does not relieve the User or DBCT Management respectively from any liability which they might have in respect of the capacity or Services having become restricted); (iii) prescribe requirements for trains, unloading of trains, stockpiling and cargo assembly, vessels, arrival of vessels, loading of vessels, pre-loading requirements, order of loading and unloading and other matters where possible (including matters of the type dealt with in the Terminal Regulations at the Commencement Date) which promote the efficient, safe and equitable utilisation of capacity at the Terminal [and System Capacity] and Terminal the Services; [Note: square brackets around words in this clause indicate these words will be included in the Standard Access Agreement if existing Access Agreements are amended with this wording, to align present and future Access Agreements]; (iv) require Access Holders to co-operate with the Operator and other Access Holders in relation to scheduling, loading, unloading, priorities and other matters relating to the operation of the Terminal; and (v) allow the exercise of discretions on the part of the Operator in limited cases, where it is reasonable to do so, to optimise Terminal [efficiency and System] efficiency such the power is required to be exercised in good faith and in a non-discriminatory way. [Note: square brackets around words in this clause indicate that these words will be included in the Standard Access Agreement if existing Access Agreements are amended with this wording, to align present and future Access Agreements]. (e) DBCT Management must observe, and (as far as the Operation & Maintenance Contract allows) cause the Operator to observe the Terminal Regulations. (The parties acknowledge that DBCT Management's ’s ability to comply with this clause 3.6(e) paragraph may be limited to the extent to which the Operation & Maintenance Contract obliges the Operator to comply with the Terminal Regulations.) (f) DBCT Management must not give its consent to the substitution or amendment of Terminal Regulations without reasonable consultation with Access Holders. (g) DBCT Management must only consent to Terminal Regulations if it reasonably considers that the Terminal Regulations, as a whole, and as far as is practicable, operate equitably amongst Access Holders and Access Seekers (should they become Access Holders). (h) If the User reasonably considers that a proposed amendment to the Terminal Regulations, as a whole, does not operate equitably amongst among Access Holders, then the User may request DBCT Management not to consent to it. If the User has made that request and DBCT Management nevertheless consents to the amendment, then the User may, within 30 days after being notified of DBCT Management's ’s consent, refer its objection to the amendment to the QCA for its consideration. (i) If the User duly exercises its rights under clause 3.6(h) (or if any other Access Holder exercises a similar right under its User Agreement or an Access Seeker exercises a similar right under the Access Undertaking), DBCT Management will be taken to have implemented the relevant amendments to the Terminal Regulations on an interim basis until the objection is resolved. If, following the exercise of such rights by the User, another Access Holder or an Access Seeker, the QCA determines that the relevant amendment to the Terminal Regulations does not, as far as is practicable, operate equitably amongst Access Holders and Access Seekers (should they become Access Holders), then the amendment will lapse. The Operator may implement any transitional arrangements which may be needed as a consequence of that lapsing. (j) DBCT Management will not be liable to the User on any basis whatsoever as a result of DBCT Management consenting to an amendment to Terminal Regulations (on an interim basis) or the due implementation and observance of an amendment to the Terminal Regulations (whether on an interim or final basis), as long as DBCT Management had in all respects acted reasonably and in good faith and (acting reasonably and in good faith) had formed the opinion that the relevant amendment to Terminal Regulations, as a whole and as far as is practicable, would operate equitably amongst Access Holders and Access Seekers (should they become Access Holders). For clarification, this does not affect DBCT Management’s obligation to do anything required on its part to cause the termination or consequential amendment of a Terminal Regulation after any determination that it breaches this Agreement or the Access Undertaking.