Common use of OTHER OPERATORS Clause in Contracts

OTHER OPERATORS. 11.1 If: (a) a franchise agreement terminates; (b) another concession agreement in respect of railway passenger services to which RfL (or any other member of the TfL Group) is a party terminates; or (c) a railway administration order is made in respect of a Train Operator that is a party to either of those agreements, the Operator shall co-operate with any reasonable request of RfL to ensure that: (i) the services provided or operated by the relevant Train Operator may continue to be provided or operated by any successor Train Operator or the railway administrator; and (ii) the benefit of any arrangements between the Operator and the relevant Train Operator which were designated as a key contract under such franchise agreement or concession agreement immediately prior to its termination or to a railway administration order being made will continue to be provided to any successor Train Operator or to the railway administrator. 11.2 The benefit of any arrangements of the type referred to in paragraph 11.1(ii) shall be provided on substantially the same terms as previously obtained by the relevant Train Operator, subject to clause 5 and paragraph 11.3, provided that RfL may exclude or modify any terms agreed or amended by such Train Operator in the 12 months preceding the date on which such Train Operator’s franchise agreement or concession agreement was terminated or the date on which the relevant railway administration order was made which were, in RfL’s reasonable opinion, to the material detriment of such Train Operator’s business. The benefit of such arrangements shall be provided for such period as RfL may reasonably require to allow the relevant Train Operator or railway administrator to renegotiate such arrangements or make alternative arrangements. 11.3 The Operator shall notify RfL of its intention to terminate any contract with any other Train Operator which is designated as a “Key Contract” under that Train Operator’s franchise agreement or concession agreement in respect of railway passenger services to which RfL (or any other member of the TfL Group) is a party and shall give that Train Operator sufficient notice to enable it to make suitable alternative arrangements for its passengers without causing disruption to the railway passenger services provided by such Train Operator. 11.4 If a Train Operator’s franchise agreement or concession agreement in respect of railway passenger services to which RfL (or any other member of the TfL Group) is a party terminates in contemplation of the entry into or entry into effect of a new franchise agreement or concession agreement (as the case may be) with the same Train Operator in respect of all or a material part of the relevant railway passenger services, the Operator shall waive any event of default or other right it may have to terminate any agreement with such Train Operator arising out of such termination, provided that the entry into or entry into effect of such new franchise agreement or concession agreement takes place.