1.1 Definitions 6 1.2 References 12 1.3 Sub-contractors 12 1.4 Access Conditions 12 2. CONDITIONS PRECEDENT 12 2.1 Conditions Precedent 12 2.2 Obligation to satisfy Conditions Precedent 13 2.3 Entry into effect 14 2.4 Non-satisfaction 14 3. PERMISSION TO USE THE 14 4. DEPOT ACCESS CONDITIONS 15 5. CONTRACT REVIEWS 15 5.1 Reviews by the parties 15 5.2 Consequential modifications following changes to Access Conditions 16 6. TERM AND TERMINATION 17 6.1 Term 17 6.2 Events of default 18 6.3 Suspension 20 6.4 Termination 22 6.5 Exclusion of common law termination rights 24 6.6 Office of Rail and Road 's termination 25 6.7 Termination by either party 26 6.8 Suspension of Notice of Termination 26 7. CHARGES FOR PERMISSION TO USE THE DEPOT 26 8. REMEDIES 26 8.1 Delays and specified performance defaults 26 8.2 Performance incentives 31 8.3 Indemnities 32 8.4 Limitation on claims 32 8.5 Replacement or repair of parts 34 9. WHOLE AGREEMENT, AMENDMENT AND ASSIGNMENT 35 9.1 Whole agreement 35 9.2 Amendment .………………………………..…………………………… 35 9.3 Assignment 35 9.4 Novation 35 9.5 Sub-contracting 36 9.6 Ceasing to be a facility 36 10. DEPOT WORK PLAN 37 11. NOTICES AND COMMUNICATIONS 37
60, 61 or 62 of the Act and for so long as any such order (or application) remains in force or pending; or (ii) in the case of paragraphs (a), (d), (e), or (f) in relation to matters analogous or equivalent to the matters referred to in paragraphs (a), (d) and (e), the relevant petition, proceeding or other step is being actively contested in good faith by that party with timely recourse to all appropriate measures and procedures; "Long-stop Date" means, the date specified in paragraph 3 of Schedule 1; “Network Rail” Network Rail Infrastructure Limited, a company registered in England under number 2904587 having its registered office at 1 Eversholt Street, London, NW1 2DN (formerly named “Railtrack PLC”, and referred to as “Railtrack” in the Station Access Conditions). "Operating Notice" means, any notice to be given by one party to this Agreement to the other in respect of any matters contained or referred to in Clauses 8.1.1, 8.1.2 and 8.1.3 and Schedules 5 to 12 inclusive and in respect of any matters contained or referred to in Conditions N3.3, N3.5, N3.9, N3.10 and N3.13; “Safety Certificate” and “deemed Safety Certificate” have the meanings given to “safety certificate” and “deemed safety certificate” in the Railways and Other Guided Transport Systems (Safety) Regulations 2006; “Scottish Ministers” has the meaning given in section 44 of the Scotland Act 1998; “Secretary of State” means, the Secretary of State for Transport and/or where this agreement relates to matters within responsibility, the Scottish Ministers; "Security" means, any mortgage, pledge, lien (other than a lien arising by operation of law), hypothecation, security interest or other charge or encumbrance; “SNRP” has the meaning given to it by the Railway (Licensing of Railway Undertakings) Regulations 2005;
the Beneficiary to comply with any material restriction in a Suspension Notice provided that the relevant Beneficiary Event of Default is continuing; (b) the Beneficiary to comply with its obligations under Clause 6.3.5(c) provided that the relevant Beneficiary Event of Default is continuing; (c) except during the period of a Suspension Notice relating to it, a Beneficiary Event of Default has occurred and is continuing; or 6.4.2 The Beneficiary's right to terminate The Beneficiary may serve a Termination Notice on the Depot Facility Owner where: (a) the Depot Facility Owner fails to comply with its obligations under Clause 6.3.5(c) provided that the relevant Depot Facility Owner Event of Default is continuing; or (b) except during the period of a Suspension Notice relating to it, a Depot Facility Owner Event of Default has occurred and is continuing; or 6.4.3 Contents of Termination Notice A Termination Notice shall specify: the nature of the relevant Event of Default or other matter entitling termination under Clause 6.4.1 or 6.4.2 as the case may be; the date and time at which termination is to take effect, which in the case of any notice shall not be earlier than the expiry of any relevant grace period under Clause 6.4.3(c)(ii); and (c) where the relevant Event of Default is capable of remedy: the steps reasonably required to remedy the Event of Default; and
APPENDIX 1 TO SCHEDULE 8 Stabling Specification 1. Minimum Level of Services Fleet Vehicle: Number Diagram: The following Diagrams: 2. Maximum Level of Services Vehicle: Number 3. Covered Accommodation Fleet Vehicle: 4. Road Access Vehicle: 5. Traction Current Yes/No If yes, type: 6. Security arrangements required by the Beneficiary Vehicle: