Transport for LondonPPP Contracts
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SCHEDULE 5.16 - Contract Disposition Agreement |
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Recital THIS AGREEMENT is made on [__________] Between: LONDON UNDERGROUND LIMITED whose registered office is at 55 Broadway, London SW1H 0BD ( LUL ); TUBE LINES LIMITED whose registered office is at 15 Westferry Circus, Canary Wharf, London E14 4HD ( Transferor ); and |
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Definition and Interpretation |
| 1.1 To the extent applicable, the provisions of this Agreement shall be interpreted in accordance with clause 1.2 of the Master Definitions Agreement dated [ ] between LUL, BCV, SSL and JNP ( the MDA ). |
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1.2 Words and expressions used in the MDA shall, to the extent applicable and unless defined below or the context otherwise requires, have the meanings assigned to them in the MDA. The following words and expressions shall have the meaning set out opposite: Base Price means the Novation Price excluding any amounts payable under clause 41.13 or any adjustment pursuant to clause 41.14 of the PPP Contract; (a) with a Permitted Transferee pursuant to clause 41.3 ( Sale process ) of the PPP Contract, the amount agreed between the Transferor and Transferee in respect of the novation of the PPP Contract; (f) with an LUL Nominee pursuant to clause 41.5(e) ( Sale to LUL Nominee ) of the PPP Contract, the Extraordinary Mandatory Sale Price together with any applicable amount calculated in accordance with clause 41.13 ( Tax ) of the PPP Contract, Retained Rights and Obligations means those rights and obligations of LUL and the Transferor referred to in clauses 40.6A ( Infraco to remedy despite dispute, etc ), 41.6(e)(i) and (ii) ( Process of Sale to LUL Nominee ), 41.6A(a) and (b) ( Permitted Transferee Payment ) of the PPP Contract, and those rights of the Transferor under clauses 40.6A ( Infraco to remedy despite dispute, etc ), 41.3(b) and (c) ( Sale process ), 41.6B ( Interim Payment ), 41.13 ( Tax ) and 41.14 ( Tax ) of the PPP Contract in each case including any and all claims, rights or causes of action against persons arising from, relating to or in connection with such rights and/or obligations; Transferred Rights means the Transferor's rights, title and interests ( whether existing now or arising hereafter ) in its PPP Contract including in respect of any and all claims, rights or causes of action against persons arising from, relating to or in connection with such rights, title and interest, but excluding any credit balances on any bank accounts held by or for the benefit of Infraco and also excluding the Retained Rights and Obligations; Transferee Warranties means the warranties, representations and indemnities made by, and the covenants and agreements of, the Transferee in this Agreement; and Transferor Warranties means the warranties, representations and indemnities made by, and the covenants and agreements of, the Transferor in this Agreement. |
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Sale and purchase |
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2. Subject to clause 4 ( Condition ), completion of this Agreement will occur immediately upon the occurrence of the later of (1) the receipt of the amount ( if any ) apportioned to the Assets as agreed between the Transferor and the Transferee and paid pursuant to the Transfer Scheme ( or otherwise in consideration of the transfer of the Assets ) and (2) compliance by the Transferee with clause 3.1 ( Payment ) and with effect on and from the Contract Disposal Date: |
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(a) in consideration of the mutual covenants and agreements contained herein and the transfer of the property, rights and liabilities under the Transfer Scheme or, to the extent required by the Transfer Scheme, to transfer by delivery to the Transferee of property, title to which can be transferred by delivery, the Transferred Rights and the Novated Obligations are hereby novated to the Transferee; |
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(b) the Transferee undertakes to LUL to assume, acquire, perform and comply with the Novated Obligations in substitution for the Transferor whether arising on, before or after the date of this Agreement as if the Transferee had at all times been a party to the PPP Contract; |
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(c) LUL agrees to the substitution of the Transferee in place of the Transferor and that the Transferee shall assume, acquire, perform and comply with the Novated Obligations in substitution of the Transferor and may exercise and enjoy all the Transferred Rights in substitution for the Transferor, in each case whether arising on, before, or after the date of this Agreement as if the Transferee had at all times been a party to the PPP Contract; |
| (d) LUL hereby releases and discharges the Transferor from the Novated Obligations and accepts the liabilities and obligations to it of the Transferee in place of the Transferor. |
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Payment |
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3.1 On [ date ] or such other date as is agreed by the parties, the Base Price shall be paid, in immediately available funds by the Transferee to the Issuer Security Trustee, the Borrower Security Trustee or the Transferor ( as the case may be, in accordance with clause 14.2 ) ( where the Base Price is positive ) or by the Transferor to the Transferee ( where the Base Price is negative ). |
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3.1A Any element of the Novation Price or adjustment thereto calculated pursuant to clauses 41.13 or 41.14 ( Tax ) of the PPP Contract shall be due and be paid on the date or dates specified in clauses 41.13 or 41.14 ( as the case may be ). |
| 3.2 The Novation Price paid under Clause 3.1 and/or Clause 3.1A shall be reduced by any payment made by LUL or its nominee on account of the Extraordinary Mandatory Sale Price pursuant to Clause 41.5(e) of the PPP Contract. |
| 3.3 [Not used] |
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Security for Undetermined Rectification Costs |
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3.4 If the Contract Sale takes place with an LUL Nominee in circumstances where the Base Price is either the Underpinned Amount, the Estimated Fair Value of the Contract, the Special Mandatory Sale Amount or the Extraordinary Mandatory Sale Price, and the Rectification Costs have not been finally agreed or determined prior to the Contract Disposal Date and accordingly the Base Price cannot be finally determined prior to the Contract Disposal Date then, subject to clauses 3.4A and 3.5: (a) if the difference between the amounts of Rectification Costs being asserted by the Transferor and the Transferee ( the amount of such difference being referred to herein as the Disputed Rectification Amount ) is such that, irrespective of the outcome of such final agreement or determination, the Base Price shall either always be positive or always be negative: (i) if the Base Price is positive, the Base Price shall be calculated on the basis of the amount of Rectification Costs that have at that time been finally agreed or determined ( and therefore including the Disputed Rectification Amount ) and shall be paid by the Transferee on the Contract Disposal Date or in accordance with the date or dates specified in clause 41.5 ( Sale to LUL Nominee ) of the PPP Contract, if earlier; or (b) if the Disputed Rectification Amount is such that, depending upon the outcome of the final agreement or determination of Rectification Costs the Base Price may be either positive or negative, then the Base Price shall not be paid until the date which is fourteen days after the Rectification Costs have been finally agreed or determined and the provisions of clause 3.5 shall apply. |
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3.4A In circumstances where a Contract Sale takes place with an LUL Nominee pursuant to clause 41.5 ( Sale to LUL Nominee ) of the PPP Contract, the Transferee may only deduct the Disputed Rectification Amount to the extent that the Base Price paid to the Transferor on the Contract Disposal Date is not less than: (a) in the case of a Contract Sale pursuant to clause 41.5(a) ( Sale to LUL Nominee ) of the PPP Contract, the 95% Amount; (d) in the case of Contract Sale pursuant to clause 41.5(e) ( Sale to LUL Nominee ) of the PPP Contract, the Extraordinary Mandatory Sale Price, |
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3.5 If any Disputed Rectification Amount remains on the Contract Disposal Date then, as a condition to the Transferor's right to receive that part of the Base Price in excess of the relevant amount in clause 3.4A(a), (b), (c) or (d) above, including the Disputed Rectification Amount on the Contract Disposal Date ( if the Base Price is positive ) or as a condition to the Transferor's right to defer the payment of the Disputed Rectification Amount ( if the Base Price is negative ), and in any event if the provisions of clause 3.4(b) apply, by not later than the date which is seven days prior to the Contract Disposal Date the Transferor shall provide security to LUL in a form reasonably satisfactory to LUL in respect of payments due to LUL pursuant to clause 3.6 below ( Rectification Costs Security ) in an amount not less than: (b) if clause 3.4(b) above applies, one hundred and ten per cent ( 110% ) of the greater of (i) the maximum Base Price which may be payable by the Transferor if the amount of Rectification Costs which is finally agreed or determined is the maximum amount asserted by the Transferee and (ii) the Disputed Rectification Amount. |
| 3.6 If the provisions of clauses 3.4 and 3.5 apply and, following final agreement or determination of the Rectification Costs, any refund of the Base Price ( if the Base Price is positive ) or payment of the Base Price ( if the Base Price is negative ) is payable by the Transferor, the Transferor shall make such payment by not later than fourteen (14) days after the date upon which the Rectification Costs were finally agreed or determined together with interest thereon at the Applicable Rate calculated from and including the Contract Disposal Date to but excluding the date of payment and upon payment in full of such amount LUL shall release the Rectification Costs Security. |
| 3.7 If at any time the amount of the Rectification Costs Security shall be less than one hundred and five per cent ( 105% ) of the aggregate of (i) the amount required to be covered by Rectification Costs Security under clause 3.5(a) or (b) above ( as the case may be ) and (ii) all accrued but unpaid interest at the Applicable Rate on the amount so required to be covered by Rectification Costs Security ( such aggregate, the Required Amount ) then the Transferor shall forthwith either increase the amount of the Rectification Costs Security or pay to the Transferee an amount on account of accrued interest such that thereafter the amount of the Rectification Costs Security shall be not less than one hundred and ten per cent ( 110% ) of the Required Amount. |
| 3.8 If the Transferor fails to make the payment required under clause 3.6 or clause 3.7 ( or, in the case of clause 3.7, the Transferor fails to increase the amount of the Rectification Costs Security as required thereby ) on the due date, the Transferee may, without prejudice to any of its other rights or remedies under this Agreement or any of the Transaction Documents, take such steps to enforce the Rectification Costs Security with respect to any or all of the unpaid amount as it may in its absolute discretion determine. |
| 3.9 The Transferor shall bear all costs ( including legal costs ), charges and expenses incurred or sustained by it or LUL in connection with the creation, enforcement or release of the Rectification Costs Security. |
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Pass-back of Claims |
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3.10 If the Contract Sale takes place in circumstances where the Transferred Rights include the benefit of claims or causes of action against any sub-contractor of the Transferor ( a Defaulting Sub-Contractor ) the Transferee shall, promptly upon receipt thereof, pay to the Transferor ( or as it may direct ) to the greatest extent possible by way of an adjustment to the Novation Price any amounts recovered from a Defaulting Sub-Contractor as a result of such claim or cause of action provided that if, following final agreement or determination of the Rectification Costs, either: (b) the aggregate of the Approved Debt, Approved Mezzanine Debt and the best estimate that can be made as at the Contract Disposal Calculation Date of any applicable additional amount calculated in accordance with clause 41.13 ( Tax ) of the PPP Contract exceeds the Estimated Fair Value of the Contract together with, or less, as applicable the best estimate that can be made as at the Contract Disposal Calculation Date of the adjustment due under clause 41.14 ( Tax ) of the PPP Contract ( such excess, the Funders' Incremental Amount ) and accordingly the Novation Price is the aggregate of the Approved Debt, Approved Mezzanine Debt and any additional amount payable under clause 41.13 ( Tax ) of the PPP Contract, then the amounts payable by the Transferee to the Transferor under this clause shall be limited to the amount by which such amounts exceed: (i) in the case of paragraph (a) above, the aggregate of: (A) the amount by which the Novation Price calculated on the basis of paragraph (b) of the definition of Underpinned Amount and any applicable amount calculated in accordance with clause 41.13 ( Tax ) of the PPP Contract exceeds the Novation Price which would have resulted if the Novation Price had been calculated on the basis of paragraph (a) of the definition of Underpinned Amount; and (B) the Transferee's costs of enforcing such claim or cause of action; or (ii) in the case of paragraph (b) above, the Funders' Incremental Amount. |
| 3.11 The Transferee shall use all reasonable endeavours diligently to pursue the relevant claim or cause of action against the Defaulting Sub-Contractor and shall consult with the Transferor prior to effecting any settlement of such claim or cause of action, provided always that the Transferee shall not be required to take or omit to take any step which in its reasonable judgement would be likely to have a material adverse effect upon its ability to perform its obligations or exercise its rights under the PPP Contract. |
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Condition |
| 4. The obligations of the Transferee and the Transferor pursuant to this Agreement shall take effect immediately upon the granting of consent to the Transfer Scheme pursuant to section 217 of the Act and the coming into effect of the Transfer Scheme in accordance with its terms. |
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Representations and warranties of the Transferor |
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5.1 The Transferor hereby represents and warrants to the Transferee that: (b) the execution, delivery and performance of this Agreement have not resulted, nor will result, in a breach of any provision of, or constitute a default under: (i) the Transferor's constitutional documents; or (ii) any Law applicable to the Transferor; or ( iii ) any agreement or instrument to which the Transferor is a party or by which it is bound; and (c) this Agreement has been duly and validly authorised, executed and delivered by the Transferor and when duly executed and delivered by the other parties thereto will be the legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general applicability affecting the enforcement of creditors' rights generally and by the court's discretion in relation to equitable remedies. |
| 5.2 The Transferor acknowledges that except for the Transferee's Warranties the Transferee has not made and does not make any representation or warranty, whether express or implied, of any nature whatsoever. |
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Representations and warranties of the Transferee |
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6.1 The Transferee hereby represents and warrants to the Transferor that: (b) the execution, delivery and performance of this Agreement have not resulted, nor will result in, a breach of any provision of, or constitute a default under: (i) the Transferee's constitutional documents; or (ii) any Law applicable to the Transferee; or ( iii ) any agreement or instrument to which the Transferee is a party or by which it is bound; and (c) this Agreement has been duly and validly authorised, executed and delivered by the Transferee and when duly executed and delivered by the other parties thereto will be the legal, valid and binding obligation of the Transferee, enforceable against the Transferee in accordance with its terms, except that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general applicability affecting the enforcement of creditors' rights generally and by the court's discretion in relation to equitable remedies. |
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6.2 The Transferee for itself and as agent for its shareholders hereby agrees with and acknowledges to LUL and the Transferor for themselves and as agent and trustee for and on behalf of their respective employees, directors, representatives, advisers and agents: (b) the Transferee, its respective employees, directors, representatives, advisers and agents waive and will not enforce any right which they might otherwise have against LUL or the Transferor, their respective employees, directors, representatives, advisers or agents by virtue of any mis-statement, inaccuracy or omission in or from or otherwise in relation to any information or expressions of opinion or future intention or any forecast, speculation, assessment, projection, illustration, estimate, budget or advice supplied or given to the Transferee or any related party or any other person in connection with the subject matter of this Agreement, the PPP Contract and the transactions contemplated therein. |
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Acknowledgement |
| 7 LUL hereby acknowledges that the Transferee is a Permitted Transferee or a LUL Nominee, as the case may be, for the purposes of the PPP Contract. |
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Undertakings |
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8.1 Upon payment of the Base Price and the amounts ( if any ) apportioned to the Assets, the Transferor shall: (b) procure that, within thirty (30) days after Novation, the name of the Transferor shall be changed so as to omit the word "[Infraco]" or any confusingly similar word or name; (c) procure that, as soon as reasonably practicable after Novation and in any event within six (6) months afterwards, the Transferor shall cease in any manner whatsoever to use or display any trade or service marks, trade or service names, registered designs or logos used or held by LUL or any confusingly similar mark, design, name or logo; (d) remove the Corporate IPRs from, ( or where removal is not reasonably practicable ) destroy or, if LUL so elects, deliver to LUL or any other company, firm or person designated by LUL, all items and documents which LUL or the Transferee does not require for the operation, maintenance, repair, renewal or enhancement of the Underground Network on or in relation to which the Corporate IPRs are then used; (e) for a period of six (6) months from Novation, provide to the Transferee such assistance as the Transferee may from time to time reasonably require, upon payment by the Transferee of the Transferor's reasonable costs in providing such assistance, so as to enable the services under the PPP Contract to continue to be carried on in all material respects in the same manner in which they were carried on during the twelve (12) months immediately preceding Novation; (f) forward and transfer to the Transferee as soon as practicable, and in any case within fourteen (14) days of receipt, any payments, documents, information, communications or correspondence which the Transferor may receive from time to time in relation to the Business and which should properly have been received by the Transferee, and that any payments so received by it after Novation in relation to the Business shall be held as agent of and trustee for the Transferee, pending such transfer; and (g) implement and comply with the provisions of the Handback Plan. |
| 8.2 On the Contract Disposal Date the Transferor shall provide to the Transferee the personnel files of all Employees, together with all other documentation relating to the terms and conditions of the Employees. |
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8.3 The Transferee shall indemnify the Transferor against any Losses arising from any claims made by any of the employees transferring from the Transferor to the Transferee arising from: (b) any other claim in connection with their employment on or after the Contract Disposal Date. |
| 8.4 The Transferor shall indemnify and keep indemnified the Transferee against any claim or claims by any Employee made against the Transferee at any time, including but not limited to, for breach of contract, loss of office, unfair dismissal, redundancy, loss of earnings or otherwise ( and all costs and expenses thereof ), which result or resulted from any acts or omissions of the Transferor which occurred prior to the Contract Disposal Date. |
| 8.5 All salaries and other emoluments, tax and national insurance payments, contributions to retirement benefit schemes relating to the Employees shall be borne by the Transferor up to but excluding the Contract Disposal Date and by the Transferee thereafter and all necessary apportionments shall be made. |
| 8.6 The Transferor shall indemnify and keep indemnified the Transferee against any Losses suffered or incurred by the Transferee arising from the performance or breach of the Transferor's obligations and undertakings to third parties which occurred prior to the Contract Disposal Date and claims relating to the Environment relating to the period prior to the Contract Disposal Date. |
| 8.7 With effect on and from the Contract Disposal Date, the Transferee shall comply with the undertakings as set out in clauses 39.2 and 39.3 ( Pensions ) of the PPP Contract and shall ensure that identical obligations are imposed on any subsequent Successor Employer. |
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Effects of novation |
| 9. Upon Novation all Service Points, Warning Notices, Corrective Action Notices, LUL Default Notices and Step-In Notices which have been accrued prior to the date of the Transfer Scheme by the Transferor pursuant to the PPP Contract shall be cancelled and all cure periods for remedying breaches of the PPP Contract shall be re-instated. |
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VAT |
| 10.1 All sums payable in respect of supplies under this Agreement shall be exclusive of VAT, if any. Subject to clause 10.2 below, if VAT is chargeable on any supply under this Agreement the recipient of the supply shall pay any VAT on that supply subject to prior receipt of a valid VAT invoice in respect of the supply complying with the VAT Regulations 1995; and the recipient shall not be liable for any interest or penalties arising to the extent that such a VAT invoice is not issued in respect of such supply. |
| 10.2 Where under this Agreement any amount is calculated by reference to any sum which has been or may be incurred by any person, the amount shall not include any VAT ( if any ) except any VAT incurred by a person to the extent to which that person, or any VAT group of which it is a member, cannot recover such VAT whether by way of credit against a liability to account for VAT or as an actual repayment from HM Customs and Excise ( and, in the case of the Transferor, only to the extent to which it or any VAT group of which it is a member would not have been able to recover such VAT if the only activities carried on by it were confined to the performance of its obligations and the exercise of its rights in relation to the Transaction Documents ). |
| 10.3 Each party shall provide each other party with any information reasonably requested by that other party in relation to the amount of VAT chargeable in accordance with this Agreement. |
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Set-off |
| 11 All payments under this Agreement shall be made in full, without set-off or counterclaim or any deduction or withholding for or on account of any present or future taxes, duties, charges, fees or other amounts of any kind in immediately available, freely transferable, cleared funds for value on the relevant date on which such payments are due. |
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Further Assurance |
| 12 Each of the parties agrees to perform ( or procure the performance of ) all further acts and things, and execute and deliver ( or procure the execution and delivery of ) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Agreement. |
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Notices |
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13.1 Any notice or other communication requiring to be given or serviced under or in connection with this Agreement shall be in writing and shall be sufficiently given or served if delivered or sent to the registered office of the recipient or: In the case of LUL to [_____ _____] at: 55 Broadway London SW1H 0BD Fax: In the case of the Transferor to [_____ _____] at: [Address] Fax: In the case of the Transferee to [_____ _____] at: [Address] Fax: |
| 13.2 Any such notice or other communication shall be delivered by hand or sent by courier, fax or prepaid first class post. If sent by courier or fax such notice or communication shall conclusively be deemed to have been given or served at the time of despatch. If sent by post such notice or communication shall conclusively be deemed to have been received two business days from the time of posting. |
| 13.3 Any payments to be made under this Agreement shall be made by electronic funds transfer to the account, details of which have been notified in writing by the payee to the payor in accordance with this clause 13. |
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Assignment |
| 14.1 Subject to clause 14.2, no party shall purport to assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it without the prior written consent of the other parties provided that LUL shall not withhold such consent if such assignment, transfer or charge is in respect of amounts receivable under this Agreement and is entered into by the Transferor by way of security. Notwithstanding the foregoing, each of the Parties acknowledges and consents to the assignment made by the Transferor to its Funders by way of security of all its right, title and interest in and to all amounts receivable by the Transferor under or pursuant to this Agreement pursuant to a Borrower Deed of Charge dated [ ]. |
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14.2 The Transferee: (a) is hereby notified that the Transferor has assigned by way of security all of its right, title, interest and benefit, present and future, in, to and under this Agreement and any Transfer Agreement to the Borrower Security Trustee, that the beneficiaries ( other than the Issuer ) of the rights held by the Borrower Security Trustee have assigned their beneficial interest to the Issuer and that the Issuer as sole beneficiary of the rights held by the Borrower Security Trustee pursuant to the assignment referred to above has subsequently assigned by way of security all of its right, title, interest and benefit, present and future, in, to and under this Agreement and any Transfer Agreement to the Issuer Security Trustee; (b) agrees that it shall, pursuant to the assignments referred to in paragraph (a) above and subject to paragraphs (d) and (e), pay all sums payable by the Transferee under this Agreement ( and shall procure that any payments due to the Transferor pursuant to the Transfer Scheme are paid ) directly to the Issuer Security Trustee into a bank account nominated for the purpose by the Issuer Security Trustee; and (c) acknowledges that it has been notified of the assignments referred to in paragraph (a) above and that it has not received any other notice relating to the assignment of Transferor's rights under this Agreement; and (d) agrees that subject to paragraph (e) it shall following the exercise of the Option and the payment by LUL of the Put Option Price ( in each case as defined in and pursuant to the Put Option Agreement ) ( together with interest thereon calculated in accordance with clause 3.1, any interest calculated in accordance with clause 21 and any amounts payable pursuant to clause 8 ( in each case of the Put Option Agreement ) ) in full to the Issuer Security Trustee, pay all sums payable by the Transferee under this Agreement ( and shall procure that any payments due to the Transferor pursuant to the Transfer Scheme are paid ) directly to the Borrower Security Trustee in to a bank account nominated for the purpose by the Borrower Security Trustee; and (e) agrees that following the release of the Borrower Deed of Charge and the Issuer Deed of Charge ( each as defined in the Put Option Agreement ) pay all sums payable by the Transferee under this Agreement ( and shall procure that any payments due to the Transferor pursuant to the Transfer Scheme are paid ) directly to the Transferor. |
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14.3 Any payments made to the Issuer Security Trustee or Borrower Security Trustee under clauses 14.2(b) or 14.2(d) as the case may be shall discharge the Transferee's payment obligations to the Transferor pro tanto. |
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14.4 Any payments made to the Issuer Security Trustee or the Borrower Security Trustee under this clause 14 which is otherwise an amount due to be paid to Infraco shall be deemed to be received by Infraco when received by the Issuer Security Trustee or Borrower Security Trustee. For the purposes of clause 14.2, 14.3 and 14.4: Borrower Security Trustee means The Law Debenture Intermediary Corporation p.l.c. and includes any person or company for the time being acting as borrower security trustee under the Transferor's debt financing arrangements; and Issuer Security Trustee means The Law Debenture Trust Corporation p.l.c. and includes any person or company for the time being acting as issuer security trustee under the Transferor's debt financing arrangements. |
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Rights of Third Parties |
| 15.1 Other than as set out in clauses 15.2 and 15.3, a person who is not a party to this Agreement shall have no right under the Contracts ( Rights of Third Parties ) Act 1999 to enforce any of its terms. |
| 15.2 The Issuer Security Trustee shall be entitled to enforce its rights under clauses 14.2(b) and 15.4 under the Contracts ( Rights of Third Parties ) Act 1999. |
| 15.3 The Borrower Security Trustee shall be entitled to enforce its rights under clauses 14.2(d) and 15.5 under the Contracts ( Rights of Third Parties ) Act 1999. |
| 15.4 Clauses 15.1 and 15.2 may not without the prior written consent of the Issuer Security Trustee be varied. |
| 15.5 Clauses 15.1 and 15.3 may not without the prior written consent of the Borrower Security Trustee be varied. |
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Counterparts |
| 16 This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which is an original but all of which together constitute one and the same instrument. |
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Supremacy of the Transfer Scheme |
| 17 Each of the Transferor and the Transferee agrees with the other that, in the event of any inconsistency between any of the terms of this Agreement and any of the terms of the Transfer Scheme, the terms of the Transfer Scheme shall prevail. |
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Governing Law |
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18 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales as provided for in clauses 9.1 to 9.2 of the Dispute Resolution Agreement. In Witness Whereof the Parties have caused this Agreement to be executed and delivered as a deed on the date first above written. Executed and delivered as a ) Deed under the Common Seal of ) London Underground Limited ) in the presence of: ) Secretary Executed and delivered as a ) Deed under the Common Seal of ) TUBE LINES Limited ) in the presence of: ) Secretary Executed and delivered as a ) Deed under the Common Seal of ) [Successor Infraco] Limited ) in the presence of: ) Secretary |
