PPP Contracts

Access Code (Amended and Restated)

Purpose

1.1 The purpose of this Access Code is to facilitate a safe, orderly and equitable system of obtaining access to the LUL Network having regard to:

(a) the need to allocate access as equitably as possible between the Access Parties in addition to other third parties having regard to their respective obligations and to incentivise the efficient use of access by such parties;

(b) the need to promote effective advance planning of work requiring access;

(c) the need to create an orderly process using accurate information for the booking and allocation of access creating certainty for all relevant parties; and

(d) the respective obligations of the Access Parties in addition to other third parties with regard to safety, safety-related matters which shall include the CDM Regulations and the OAEW Standard.

1.2 The parties to this Access Code agree to act in accordance with, and so as to promote, its stated purpose as the same is provided in clause 1.1 above.

Introduction

2.1 The parties to this Access Code acknowledge that, notwithstanding an Access Booking, access may be cancelled or delayed for safety reasons ( including for the purpose of CDM Regulations and OAEW Standard compliance ).

2.2 The parties to this Access Code acknowledge LUL's right to introduce All Night Running in accordance with paragraph 1.2.9 of Schedule 2.1 of the PPP Contracts.

2.3 The parties to this Access Code acknowledge LUL's obligations to provide all access as LRT or LUL is required to provide by the terms and conditions of the Prestige Contract, the Power Service Contract, the Connect Contract and any PFI Contract in respect of Project T5 in accordance with this Access Code. Should LUL wish to allow PFI Contractors other than the Prestige Contractor, the Power Services Contractor, the Connect Contractor and ( subject to the specific provisions of clause 11B of the JNP Contract ) any PFI Contractor in respect of Project T5 to have access pursuant to this Access Code, it shall be entitled to do so only if it has exercised an LUL Specified Right.

2.4 The parties to this Access Code acknowledge LUL's obligation to provide all access as LUL is required to provide by the terms and conditions of those Third Party Contracts in Annex 1 of Schedule 1.2 of the PPP Contracts in accordance with this Access Code.

2.5 Having regard to the need to provide passenger services, LUL shall, insofar as reasonably practicable, retain each year not less than the number of Engineering Train Paths provided during Traffic Hours as were provided during the twelve month period prior to the Transfer Date.

2.6 To the extent applicable, the provisions of this Access Code shall be interpreted in accordance with clause 1.2 of the Master Definitions Agreement between LUL, JNP, BCV and SSL ( the MDA ).

2.7 Words and expressions used in this Access Code shall, to the extent applicable and unless defined herein or the context otherwise requires, have the meaning assigned to them in Schedule 2 of the MDA.

The Access Reservation Agency

3 The Access Reservation Agency shall make SABRE available to the Responsible Infraco where it is recording the reservation of access to the LUL Network pursuant to any of clauses 4.1.2, 4.1.4, 4.1.6, 4.1.7, 4.2.1, 4.2.2, 4.2.4, 4.2.5, 4.4, 4.5 or 4.8. The Access Reservation Agency shall record Access Bookings in respect of Generic Access Requests, Closures and Engineering Train Paths and notify any affected Access Parties accordingly. It shall publish all relevant access plans including but not limited to the Station Works Plan and the Engineering Works Safety Arrangements.

Access in Traffic Hours And Engineering Hours

Advance Access Requests

4.1.1 Subject to LUL's rights to use any Station during the opening hours for Stations ( as determined by reference to Appendix 11A of Schedule 2.1 of the PPP Contracts ) and to prepare any Station for use during the station preparation times set out in Appendix 11B of Schedule 2.1 of the PPP Contracts and to the terms of this Access Code, access to the LUL Network during Engineering Hours and Traffic Hours shall be allocated in accordance with the provisions of this clause 4.

4.1.2 Subject to clause 4.1.8 an Advance Access Request may be made by an Access Party submitting an Access Request Form to the Responsible Infraco on any date prior to the relevant Latest Request Date for which access is being requested. The Responsible Infraco shall forthwith record all such Advance Access Requests on SABRE. The Access Party requesting the access shall, simultaneously with the submission of the relevant Access Request Form to the Responsible Infraco, seek Operational Assurance in respect of the access sought. When Operational Assurance has been granted or it is confirmed that Operational Assurance is not required, the Access Party requesting the access shall provide evidence to that effect to the Responsible Infraco.

4.1.3 The Access Parties shall, at the request of the Access Reservation Agency, meet from time to time with a view to ensuring the most efficient allocation and booking of access.

4.1.4 Not later than fourteen (14) days after receipt of the relevant Access Request Form, the Responsible Infraco shall record on SABRE whether the access sought has been approved or rejected, provided always that it shall reject an Advance Access Request if: (a) it does not have evidence that Operational Assurance has been granted or if Operational Assurance does not have a reasonable prospect of being granted under the OAEW Standard ( unless it is confirmed that Operational Assurance is not required );

(b) it is unable, in the exercise of its safety responsibilities, to issue a Statement of No Objection;

(c) subject to clause 4.1.7, an Access Booking conflicts with the access sought;

(d) subject to clause 4.1.7, there exists a potentially conflicting request for access which, in the opinion of the Responsible Infraco or LUL, as the case may be, ( acting reasonably and having regard to the purposes of this Access Code and the Engineering Works Prioritisation Factors ) has equal or higher priority; or

(e) the request for access is inconsistent with the purposes of this Access Code as set out in clause 1.1; and may not reject a request for any other reason. Where the Responsible Infraco determines that the access sought cannot be approved for the reasons set out in paragraphs (a) to (e) above, it shall advise the party requesting access of its reasons for withholding approval and shall, where access cannot be approved for the reasons set out at (c) or (d) ( after consulting with LUL where necessary ), propose an alternative time when the access sought could be accommodated ( which time shall be reserved on SABRE pending acceptance or rejection of such alternative in accordance with clause 4.1.6 ) and, when proposing an alternative time, the Responsible Infraco shall use reasonable endeavours to propose times which are compatible with the time originally requested.

4.1.5 Where the access sought under clause 4.1.2 has been approved in accordance with clause 4.1.4 the Responsible Infraco shall forthwith notify the party requesting such access.

4.1.6 Not later than two (2) Business Days after notification of the alternative time offered, the party seeking access shall notify the Responsible Infraco whether the alternative time offered is acceptable. The parties shall liaise in an effort to accommodate their respective requirements. Where the alternative time offered is acceptable to the party seeking access and subject always to paragraphs (a) to (e) of clause 4.1.4 above, the Responsible Infraco shall notify the party requesting access that the access has been approved and record details of such approved access on SABRE. If access has been rejected by the Responsible Infraco and the requesting party disputes the reasonableness or otherwise of the relevant Responsible Infraco's rejection of the access sought, it may seek resolution of such dispute under the Dispute Resolution Agreement, provided that such action shall, if successful, be limited to the sum of an award made in accordance with clause 8.5.

4.1.7 If an Advance Access Request is received by the Responsible Infraco which potentially conflicts with an existing Advance Access Request or an Access Booking, the Responsible Infraco shall notify the relevant parties of such potential conflict together with the identity of the conflicting parties whereupon such parties shall use all reasonable endeavours to accommodate their respective access requirements, provided that in the case of Advance Access Requests, only those which have obtained Operational Assurance, are in the opinion of the Responsible Infraco ( acting reasonably ) likely to obtain Operational Assurance or do not require Operational Assurance shall be considered. If, within fourteen (14) days of being notified of the potential conflict, the relevant parties have been unable to resolve such conflict, any Access Booking shall take priority over an Advance Access Request and the priority of potentially conflicting Advance Access Requests shall be determined having regard to clause 4.1.4(d) and informing the relevant parties of its decision accordingly. If potentially conflicting Advance Access Requests are made which relate to more than one Responsible Infraco, the Responsible Infraco to whom the first such request relates shall determine the priority, such priority to be determined in accordance with clause 4.1.4(d). The Responsible Infraco shall forthwith record details of the successful Advance Access Request on SABRE.

4.1.8 Where an Advance Access Request is made by an Access Party more than one hundred and eighty ( 180 ) days in advance of the Latest Request Date, such access shall not be confirmed in accordance with the foregoing provisions of this clause 4.1 without the prior written consent of LUL and the relevant Responsible Infraco ( which may not be unreasonably withheld and which shall have regard to the need to plan and provide for Closures and to the provisions of paragraph 4 of Appendix 2 of Schedule 18.9 of the Power Service Contract ).

Advance Engineering Train Path Requests

4.1.9 Subject to clause 4.1.12, an Advance Engineering Train Path Request may be made by an Access Party submitting an Engineering Train Access Request Form to the Access Reservation Agency on any date prior to the Latest Engineering Train Path Request Date for which access is being requested. The Access Reservation Agency shall forthwith record all such Advance Engineering Train Path Requests on SABRE.

4.1.10 Not later than fourteen (14) days after receipt of the Engineering Train Access Request Form, the Access Reservation Agency shall record on SABRE whether the Advance Engineering Train Path Request sought has been approved or rejected, provided always that it shall reject an Advance Engineering Train Path Request if: (a) it is without evidence from the requesting party that use of an Engineering Train has been secured for the period in question;

(b) it is unable, in the exercise of its safety responsibilities, to issue a Statement of No Objection; or

(c) the request for access is inconsistent with the purposes of this Access Code as set out in clause 1.1; and may not reject a request for any other reason. Where the Access Reservation Agency notifies the requesting party that the access sought cannot be approved for any of the reasons set out in paragraphs (a) to (c) above, no alternative time shall be offered.

4.1.11 If access has been rejected by the Access Reservation Agency and the requesting party disputes the reasonableness or otherwise of the Access Reservation Agency's rejection of the access sought, it may seek resolution of such dispute under the Dispute Resolution Agreement, provided that such action shall, if successful, be limited to the sum of an award made in accordance with clause 8.5.

4.1.11A Where the Engineering Train Path sought under clause 4.1.9 has been approved in accordance with clause 4.1.10 the Access Reservation Agency shall forthwith notify the party requesting such Engineering Train Path.

4.1.12 Notwithstanding any other provision of the Access Code, an Advance Engineering Train Path Request shall not in any event be made more than five hundred and forty ( 540 ) days in advance of the Latest Engineering Train Path Request Date.

4.1.13 LUL shall use all reasonable endeavours to ensure an Engineering Train Path shall be made available to the Access Party requesting it so as to enable the relevant Engineering Train to arrive at its destination not later than twenty five (25) minutes following the commencement of the relevant Engineering Hours.

Urgent Engineering Train Path Requests

4.1.14 Notwithstanding the foregoing provisions of this clause 4, an Urgent Engineering Train Path Request may be made, subject to clause 4.1.16, by an Access Party, submitting an Engineering Train Access Request Form to the Access Reservation Agency as soon as reasonably practicable.

4.1.15 Where an Urgent Engineering Train Access Request is made by an Access Party at any time between two (2) Business Days prior to the date and on the date on which such access is sought, Infraco shall not be obliged to submit an Engineering Train Access Request Form, but shall make contact with the Access Reservation Agency.

4.1.16 Subject to Infraco complying with clause 4.1.14 or 4.1.15 ( as the case may be ) the Access Reservation Agency shall notify the requesting party as soon as reasonably practicable whether the Urgent Engineering Train Path Request sought has been approved or rejected, provided always that it shall reject an Urgent Engineering Train Path Request if: (a) it is without evidence from the requesting party that use of an Engineering Train has been secured for the period in question;

(b) it is unable, in the exercise of its safety responsibilities, to issue a Statement of No Objection; or

(c) the request for access is inconsistent with the purposes of this Access Code as set out in clause 1.1; and may not reject a request for any other reason. Where the Access Reservation Agency notifies the requesting party that the access sought cannot be approved for any of the reasons set out in paragraphs (a) to (c) above, no alternative time shall be offered.

4.1.17 Where an Urgent Engineering Train Path Request is approved the Access Reservation Agency shall record such approved access on SABRE, retrospectively if necessary.

Short-Notice Access Requests

4.2.1 A Short-Notice Access Request may be made by an Access Party submitting an Access Request Form to the Responsible Infraco at any time after the relevant Latest Request Date and prior to midday on the date falling two (2) Business Days prior to the commencement of Engineering Hours on the date on which access is being sought. The Responsible Infraco shall forthwith record all such Access Requests on SABRE. All parties to this Access Code shall use all reasonable endeavours to accommodate a Short-Notice Access Request. The Access Party requesting the access shall, simultaneously with the submission of the relevant Access Request Form to the Responsible Infraco, seek Operational Assurance in respect of the access sought. When Operational Assurance has been granted or it is confirmed that Operational Assurance is not required, the Access Party requesting the access shall provide evidence to that effect to the Responsible Infraco.

4.2.2 As soon as reasonably practicable following receipt of the Access Request Form in respect of a Short-Notice Access Request ( having regard to the time remaining until the time when access is being sought ), the Responsible Infraco shall record on SABRE whether the access sought has been approved or rejected, provided always that it shall reject a request if: (a) it does not have evidence that Operational Assurance has been granted or if Operational Assurance does not have a reasonable prospect of being granted under the OAEW Standard ( unless it is confirmed that Operational Assurance is not required );

(b) it is unable, in the exercise of its safety responsibilities, to issue a Statement of No Objection;

(c) it has not been possible in the time available to secure Operational Assurance ( if applicable ) or a Statement of No Objection;

(d) subject to clause 4.2.5, an Access Booking conflicts with the access sought;

(e) subject to clause 4.2.5, the Responsible Infraco has given priority to an existing conflicting Short-Notice Access Request; or

(f) the request for access is inconsistent with the purposes of this Access Code as set out in clause 1.1; and may not reject a request for any other reason. Where the Responsible Infraco determines that the access sought cannot be approved for any of the reasons set out in paragraphs (a) to (f) above, it shall advise the party requesting access of its reasons for withholding approval and shall, where access cannot be approved for the reasons set out at (d) or (e) ( after consulting with LUL where necessary ), propose an alternative time when the access sought could be accommodated ( which time shall be reserved on SABRE pending acceptance or rejection of such alternative in accordance with clause 4.2.4 ) and, when proposing an alternative time, the Responsible Infraco shall use reasonable endeavours to propose times which are compatible with the time originally requested.

4.2.3 Where the access sought under clause 4.2.1 has been approved in accordance with clause 4.2.2 the Responsible Infraco shall forthwith notify the party requesting such access.

4.2.4 As soon as reasonably practicable ( having regard to the time remaining until the time when access is being sought but in any event not later than two (2) Business Days ) after notification of the alternative time offered, the party seeking access shall notify the Responsible Infraco whether the alternative time offered is acceptable. The parties shall liaise in an effort to accommodate their respective requirements. Where the alternative time offered is acceptable to the party seeking access and subject always to paragraphs (a) to (f) of clause 4.2.2 above, the Responsible Infraco shall notify the party requesting access that the access has been approved and record details of such approved access on SABRE. If access has been rejected by the Responsible Infraco and the requesting party disputes the reasonableness or otherwise of the relevant Responsible Infraco's rejection of the access sought, it may seek resolution of such dispute under the Dispute Resolution Agreement, provided that such action shall, if successful, be limited to the sum of an award made in accordance with clause 8.5.

4.2.5 If a Short-Notice Access Request potentially conflicts with an existing Short-Notice Access Request or an Access Booking, the Responsible Infraco shall forthwith notify the relevant parties of such potential conflict together with the identity of the other conflicting parties whereupon such parties shall use all reasonable endeavours to accommodate their respective access requirements, provided that only those Short-Notice Access Requests which have obtained Operational Assurance, are in the opinion of the Responsible Infraco ( acting reasonably ) likely to obtain Operational Assurance or do not require Operational Assurance shall be considered. If, within a reasonable time ( having regard to the time remaining until the date on which access is being sought ), the relevant parties ( including, if relevant, the Responsible Infraco ) have been unable to resolve such conflict, any Access Booking shall take priority over a Short-Notice Access Request and the priority of potentially conflicting Short-Notice Access Requests shall be allocated by the Responsible Infraco to the request first received by the Responsible Infraco and the relevant parties informed of its decision accordingly. The Responsible Infraco shall forthwith record details of the successful Short-Notice Access Request on SABRE.

Under 48 Hours Access Requests

4.3 An Under 48 Hours Access Request may be made by an Access Party contacting the Responsible Infraco at any time between midday on the day falling two (2) Business Days prior to the date and on the date on which such access is sought. The Responsible Infraco shall forthwith: (a) determine whether a Statement of No Objection may be issued; and

(b) if it does not have evidence that Operational Assurance has already been granted, notify the Access Party who shall notify the relevant LUL personnel of the access sought who shall decide whether to grant Operational Assurance ( or confirm that Operational Assurance is not required ) in respect of the work to which the Under 48 Hours Access Request relates. The Access Party shall notify the Responsible Infraco whether or not Operational Assurance has been granted.

4.4 The parties to this Access Code shall use all reasonable endeavours to accommodate an Under 48 Hours Access Request. Provided that (i) the Under 48 Hours Access Request does not potentially conflict with an Access Booking nor another potentially conflicting Under 48 Hours Access Request, (ii) Operational Assurance has been granted or it is confirmed that Operational Assurance is not required and such decision communicated to the Responsible Infraco and a Statement of No Objection granted and ( iii ) the Access Request is not inconsistent with the purposes of this Access Code as set out in clause 1.1, the Responsible Infraco shall grant the Under 48 Hours Access Request and issue an Access Confirmation Number and notify the relevant LUL personnel. The Responsible Infraco shall record details of such approved access on SABRE, retrospectively if necessary.

Urgent Access

4.5 Notwithstanding the foregoing provisions of this clause 4, if an Infraco or a PFI Contractor requires Urgent Access, the provisions of clause 4.3 shall apply, provided that in such circumstances the Responsible Infraco shall not grant Urgent Access unless such request has first been agreed by any Access Party whose Access Booking would be cancelled as a result of granting such request for Urgent Access ( such agreement not to be unreasonably withheld ). In circumstances where a request for Urgent Access is denied by a PFI Contractor, LUL shall have the ability to override such denial of access if it elects to do so. Where a request for Urgent Access is approved, the Responsible Infraco shall (i) cancel any Access Booking which conflicts with the request for Urgent Access, (ii) confirm the request for Urgent Access as an Access Booking and ( iii ) record such information on SABRE and notify the affected parties accordingly.

4.6
NOT USED

Special Equipment Access

4.7 LUL shall provide access for Special Equipment during Traffic Hours and shall, where necessary, make adjustments to its operational arrangements to facilitate access for Special Equipment.

Emergency Access

4.8.1 Where Emergency Access is required at any time during Traffic Hours or Engineering Hours, it shall take priority over any Access Booking or Access Request as directed by the Incident Officer.

4.8.2 Any delay caused to Station Services or Train Services as a result of Emergency Access shall be deemed to be an Initial Delay for the purposes of the Performance Measurement Code.

Cancellation of access by LUL for safety reasons

4.9 Where an Access Request has been approved but at the time the relevant Infraco, PFI Contractor or other third party wishes to take its access LUL, acting reasonably, determines that: (a) as a consequence of a Station being affected by Abnormal Conditions; or

(b) in its role as Infrastructure Controller and operator of the Underground Network, it would be unsafe to permit the relevant Infraco, PFI Contractor or other third party to commence access, access shall be delayed or cancelled ( subject to an obligation on LUL to use reasonable endeavours to minimise the impact of such delay or cancellation ).

Cancellation of access by Responsible Infraco for safety reasons

4.10 Where a request for access has been approved as an Access Booking but at the time the relevant Access Party wishes to take its access, the Responsible Infraco, acting reasonably, determines that it would be unsafe to permit the relevant Access Party to commence such access ( including for the purpose of compliance with the CDM Regulations ), such access shall be delayed or cancelled ( subject to an obligation on the Responsible Infraco to use reasonable endeavours to minimise the impact of such denial, delay or cancellation ).

4.11 Where cancellation of access for safety reasons arises from an anticipated conflict in circumstances where there is inconsistency with the information provided by an Access Party in connection with its application for access and in respect of which a Statement of No Objection was issued, the Responsible Infraco shall delay or cancel the access of that Access Party and no compensation shall be payable to any Infraco where its access is dealt with in this way. Where there is no such inconsistency, the Responsible Infraco shall determine the priority of Access Bookings having regard to Appendix 4 ( Engineering Works Prioritisation Factors ), with compensation being payable to the denied, delayed or cancelled Infraco in the manner contemplated by clause 8.5.

Generic Access

4.12.1 A Generic Access Request may be made by an Access Party submitting a Generic Access Request Form to the Access Reservation Agency at least twenty eight (28) days prior to the date from which such access is sought.

4.12.2 The Access Reservation Agency shall forthwith record the Generic Access Request on SABRE and provide a copy of the Generic Access Request Form to LUL and each Infraco.

4.12.3 Not later than fourteen (14) days after receipt of the relevant Generic Access Request Form each Infraco and LUL shall notify the Access Reservation Agency whether the access sought has been authorised or rejected, provided always that a request shall only be rejected if: (a) any Infraco is unable, in the exercise of its safety responsibilities, to issue a Statement of No Objection;

(b) the request for access is inconsistent with the purposes of this Access Code as set out in clause 1.1; or

(c) LUL objects for reasons of safety; and a request may not be rejected for any other reason.

4.12.4 Where any Infraco or LUL notifies the Access Reservation Agency that the access sought cannot be approved, LUL and the relevant Infraco or Infracos, as the case may be shall discuss alternative proposals and use reasonable endeavours so as to enable the request to be granted.

4.12.5 Where access is authorised, the Access Reservation Agency shall record details of such approved access on SABRE and forthwith notify the party requesting the access whether such access has been approved or rejected.

4.12.6 For the avoidance of doubt, any Access Booking or Access Request ( not being a Generic Access Request ) made under this Access Code shall take priority over an approved Generic Access Request, and no compensation shall be due.

Minor Closures

5.1.1 JNP, SSL and BCV shall, respectively, be entitled to the JNP Base Allocation of Minor Closures, the SSL Base Allocation of Minor Closures and the BCV Base Allocation of Minor Closures. If, during a Review Period, an Infraco is unable to fulfil its obligations to LUL pursuant to the PPP Contracts as a consequence of LUL not properly permitting such Infraco's proper requests for Minor Closures pursuant to this clause 5 and as a result of which such Infraco has been unable to use all of its Base Allocation of Minor Closures by the end of the relevant Review Period, then such failure shall be an LUL Breach.

5.1.2 Where an Infraco's application for a Minor Closure is approved, the total number of Lost Customer Hours representing each such Minor Closure ( which include the Lost Customer Hours accrued during the run down and run up of services ) shall be deducted from the relevant number of Lost Customer Hours then standing to such Infraco's Base Allocation of Minor Closures. In circumstances where, in relation to the same Infraco, a Minor Closure and an L&E Closure coincide with one another at the same Station, the Lost Customer Hours attributable to the L&E Closure shall be deducted from the relevant Infraco's Base Allocation of L&E Closures with the balance being deducted as a Minor Closure from the relevant Infraco's Base Allocation of Minor Closures.

5.2.1 Additional Minor Closures may be granted at LUL's sole discretion.

5.2.2 For the avoidance of doubt, LUL may grant Minor Closures to third parties ( including PFI Contractors ) other than an Infraco in accordance with this Access Code.

5.3.1 Where an Infraco requires access for a Minor Closure it shall submit a Closure Request Form to the Access Reservation Agency and the Access Reservation Agency shall forthwith record the request on SABRE and provide a copy of the Closure Request Form to LUL.

5.3.2 Subject to clause 5.3.2A the Closure Request Form for access for a Minor Closure shall be submitted no later than two hundred and twenty two ( 222 ) days ( but in any event no more than five hundred and forty ( 540 ) days ) in advance of the date when such access is required. LUL shall not be obliged to consider requests for Minor Closures submitted outside of these time limits.

5.3.2A JNP, SSL and BCV agree that any Closure Request Form for access for a Minor Closure relating to all or any part of the LUL Network which comprises the Piccadilly Line west of Hatton Cross Station shall be submitted not later than two hundred and twenty two ( 222 ) days but in any event not more than two hundred and ninety ( 290 ) days in advance of the date when such access is required.

5.3.3 Not later than twenty one (21) days following receipt of the Closure Request Form LUL shall notify the Access Reservation Agency which shall forthwith notify the relevant Infraco of the time the run down will be completed and the time when the run up will commence and within ten (10) days of such notification the relevant Infraco shall notify the Access Reservation Agency whether the relevant Infraco wishes to proceed with its Access Request and the Access Reservation Agency shall notify LUL accordingly.

5.3.4 Save where the relevant Infraco notifies the Access Reservation Agency that it does not wish to proceed, not later than forty two (42) days after the date on which the relevant Infraco has notified the Access Reservation Agency that it wishes to proceed with the Minor Closure, LUL shall notify the Access Reservation Agency that the Minor Closure has been confirmed, provided that LUL shall not be obliged so to confirm the Minor Closure if: (a) it would be operationally unsafe to grant such Minor Closure;

(b) to do so would unduly limit journey opportunities for a significant number of customers;

(c) such Minor Closure, when taken together with any other Minor Closures previously confirmed for that Infraco, would, collectively, exceed a maximum of two track-related and five Station-related Minor Closures at any time; or

(d) the Lost Customer Hours representing such Minor Closure would exceed the Base Allocation of Minor Closures then standing for the relevant Infraco, having regard in the case of paragraphs (a) and (b) above, to (i) the purposes of this Access Code; (ii) any previously confirmed access taking place concurrently with the Minor Closure being sought; ( iii ) any special event, subject to clause 5.11, taking place which requires or may require the LUL Network ( or the relevant part of it over which a Minor Closure is sought ) to operate without closure for the duration of the Minor Closure sought or any part thereof; and (iv) the views of any other Infraco which would be affected by the Minor Closure.

Where LUL notifies the Access Reservation Agency that the access sought cannot be confirmed, it shall concurrently advise the Access Reservation Agency of the reasons for withholding confirmation and, where applicable ( using the criteria provided in paragraphs (a) to (d) above ), shall also propose an alternative date(s) ( and hours ) when the access sought could be accommodated ( which time and date(s) shall be reserved pending Infraco's acceptance or rejection of such alternative in accordance with clause 5.3.7 ) and, when proposing an alternative date(s) ( and hours ), LUL shall use reasonable endeavours to propose times which are, as near as possible, of equivalent utility as the time originally requested and which should not, in LUL's reasonable opinion, have a materially adverse impact on the Infraco's costs of providing the Services. Where the Minor Closure sought would require a run down service prior to such access commencing, LUL shall state the time ( if any ) after 9.00p.m. when any run down of service is to be complete such that the Minor Closure may commence and/or the time prior to 6.00a.m. when service is to commence such that the Minor Closure must cease.

5.3.5 By way of guidance only and without limitation a proposed Minor Closure may be considered as unduly limiting journey opportunities where there would be a (a) Closure of a central station during a seasonal event in central London;

(b) Closure of a key station for access to a popular one-off event during the period of the event;

(c) Closure of a key branch for access to airport terminals during a peak travel weekend; or

(d) Closure of a part of a line when there is a concurrent Closure on the only alternate line during an abnormally busy period.

5.3.6 Where LUL advises the Access Reservation Agency that the access sought cannot be confirmed the Access Reservation Agency shall, forthwith, notify the Infraco requiring access that access has been denied and advise the Infraco of LUL's reasons for denying the access requested and, if applicable, the alternative date(s) ( and hours ) offered.

5.3.7 If applicable and not later than ten (10) days after notification of the alternative date(s) ( and hours ) offered, the Infraco seeking access shall notify LUL and the Access Reservation Agency whether the alternative time offered is acceptable. The parties shall liaise in an effort to accommodate their respective requirements. Where the alternative time offered is acceptable, LUL shall notify the Access Reservation Agency and the Access Reservation Agency shall notify the Infraco requesting access that the access has been confirmed and record the confirmed access on SABRE.

5.3.8 Where LUL notifies the Access Reservation Agency that the access requested has been confirmed or fails to respond within the time limit in clause 5.3.4 of this Access Code the Access Reservation Agency shall forthwith notify the Infraco requesting access that the access requested has been confirmed and record the confirmed access on SABRE.

5.3.9 When a Minor Closure has been confirmed, LUL shall, where applicable, provide the relevant Infraco with a timetable pursuant to which it shall agree to: (a) complete the run down of services prior to the commencement of the Minor Closure; and

(b) commence the run up of services at the end of the Minor Closure. In preparing such timetable, LUL shall, taking into account any limitation on journey opportunities for a significant number of customers, plan to commence: (i) the run down of services at 9.00p.m and complete it as soon as reasonably practicable thereafter; and

(ii) the run up of services at such time as to ensure that the run up is completed at 6.00a.m..

5.3.10 LUL shall be obliged to meet the requirements of any timetable prepared in accordance with clause 5.3.9 for the purposes of clause 8.4 of this Access Code unless any failure to meet such requirements is attributable to the acts or omissions of the relevant Infraco.

5.4 Where the Infraco requesting access has failed to accept the alternative time offered or where no alternative time has been offered no compensation shall be due.

5.5 At the end of each Review Period, an Infraco may sell back to LUL any unused portion of its Base Allocation of Minor Closures at the Sell Back Rate. If an Infraco elects so to sell back, it shall notify LUL in writing at least one hundred and eighty ( 180 ) days prior to the end of the relevant Review Period. LUL may, at its option, either elect: (a) on the Payment Date next following the agreement or other determination of the amount due for such unused portion or, if applicable, on the Expiry Payment Date, to make a lump sum payment to the relevant Infraco in an amount representing the total sum payable for the relevant unused portion of the Base Allocation for Minor Closures; or

(b) other than in the final Review Period, to compensate the relevant Infraco for such amount by an adjustment to the ISC from the next Review Date representing the Net Present Value at the Applicable Rate.

5.6 Any Infraco requesting a Minor Closure outside of the time limits in this clause 5 ( and which LUL is nonetheless willing to consider ) shall adhere to the procedure set out in this clause 5 save that the time periods and limits shall not apply.

5.7
NOT USED

5.8 Where an Infraco cancels a booked Minor Closure, such Infraco shall compensate LUL its direct costs reasonably and properly incurred in effecting the Minor Closure.

5.9 Where an Infraco cancels a booked Minor Closure, LUL shall reimburse such Infraco in accordance with the Lost Customer Hours for the cancelled Minor Closures in accordance with Appendix 2. If LUL cancels a booked Minor Closure, LUL shall reimburse such Infraco the Lost Customer Hours for the cancelled Minor Closure.

Cancellation of Minor Closure by LUL for safety reasons

5.10 Subject to clause 5.11 where an Access Request for a Minor Closure has been approved, but at the time the relevant Infraco, PFI Contractor or other third party wishes to take its access LUL, acting reasonably, determines that: (a) as a consequence of a Station being affected by Abnormal Conditions; or

(b) in its role as Infrastructure Controller and operator of the Underground Network, it would be unsafe to permit the relevant Infraco, PFI Contractor or other third party to commence access, access shall be delayed or cancelled ( subject to an obligation on LUL to use reasonable endeavours to minimise the impact of such delay or cancellation ).

5.11 Where, after the date of the submission of a Closure Request Form, LUL becomes aware of a special event which requires ( or may require ) the LUL Network ( or the relevant part of it over which a Minor Closure is sought ) to operate without closure for the duration or any part of the Minor Closure sought, LUL shall use reasonable endeavours to persuade the relevant authorities or persons ( including but not limited to the organiser of the special event, the police and the local authority ) that as a result of the special event clashing with the occurrence of a Minor Closure envisaged by a pre-existing Closure Request Form the special event should take place at a time when it will not clash with the occurrence of a Minor Closure envisaged by a pre-existing Closure Request Form.

CTRL Closures

5A.1.1 SSL shall be entitled to the CTRL Closures Allocation until the first Review Date. If, during the first Review Period, SSL is unable to fulfil its obligations to LUL pursuant to the CTRL Works Agreement as a consequence of LUL not properly permitting SSL's proper requests for CTRL Closures pursuant to this clause 5A and as a result of which SSL has been unable to use all of its CTRL Closures Allocation by the end of the first Review Period, such failure shall be an LUL Breach.

5A.1.2(i) Where SSL's application for a CTRL Closure is approved and the CTRL Closure is a Minor Closure, the total number of Lost Customer Hours representing each such CTRL Closure ( which include the Lost Customer Hours accrued during the run down and run up of services ) shall be deducted from the relevant number of Lost Customer Hours then standing to SSL's CTRL Closures Allocation. In circumstances where the CTRL Closure is a Minor Closure and the CTRL Closure and an L&E Closure coincide with one another at Kings Cross Station, the Lost Customer Hours attributable to the L&E Closure shall be deducted from the SSL Base Allocation of L&E Closures with the balance being deducted as a Minor Closure from the CTRL Closures Allocation.

5A.1.2(ii) Where SSL's application for a CTRL Closure is approved, and the CTRL Closure is a Partial Station Closure the total number of Lost Customer Hours representing such CTRL Closure ( which shall be calculated in accordance with Table 1, Part A of Schedule 5 of the Performance Measurement Code ) shall be deducted from the relevant number of Lost Customer Hours then standing to SSL's CTRL Closures Allocation. Where the CTRL Closure is a Partial Station Closure such Partial Station Closure shall be deemed not to be an Incident for which SSL is responsible pursuant to Clause 2 of Appendix 4 of the Performance Measurement Code and consequently SSL shall not be abated for non-Availability in accordance with paragraph 4 of section two of the Performance Measurement Code.

5A.2.1 If SSL demonstrates that: (a) SSL is performing its obligations under the CTRL Works Agreement in accordance with Good Industry Practice; and

(b) without an increase to the CTRL Closures Allocation SSL will be unable to perform its obligations under the CTRL Works Agreement and SSL's contractors and/or consultants will be unable to perform their respective obligations which arise out of a CTRL Construction Contract or a CTRL Consultant Contract without SSL incurring any abatement for non-Availability in accordance with the Performance Measurement Code LUL shall review the CTRL Closures Allocation ( including the maximum annual usage cap in relation to Minor Closures and CTRL Closures ( which are Minor Closures ) ) and at no cost to SSL increase the maximum allocation of Lost Customer Hours to the extent reasonably necessary for the performance by SSL of its obligations under the CTRL Works Agreement and SSL's contractors and/or consultants obligations which arise out of a CTRL Construction Contract or a CTRL Consultant Contract.

5A.2.2 Where SSL requires access for a CTRL Closure it shall submit a Closure Request Form to the Access Reservation Agency and the Access Reservation Agency shall forthwith record the request on SABRE and provide a copy of the Closure Request Form to LUL.

5A.2.3 Where the CTRL Closure is a Minor Closure the Closure Request Form for access shall be submitted no later than two hundred and twenty two ( 222 ) days ( but in any event no more than five hundred and forty ( 540 ) days ) in advance of the date when such access is required. Where the CTRL Closure is a Partial Station Closure, the Closure Request Form shall be submitted no later than ninety (90) days ( but in any event no more than five hundred and forty ( 540 ) days ) in advance of the date when such access is required. LUL shall not be obliged to consider requests for CTRL Closures submitted outside of these time limits.

5A.2.4 Where the CTRL Closure is a Minor Closure LUL shall not later than twenty one (21) days following receipt of the Closure Request Form notify the Access Reservation Agency which shall forthwith notify SSL of the time the run down will be completed and the time when the run up will commence and within ten (10) days of such notification SSL shall notify the Access Reservation Agency whether SSL wishes to proceed with its Access Request and the Access Reservation Agency shall notify LUL accordingly.

5A.2.5 Where the CTRL Closure is (i) a Minor Closure no later than forty two (42) days after the date on which SSL has notified the Access Reservation Agency that it wishes to proceed with the Minor Closure ( except where SSL notifies the Access Reservation Agency that it does not wish to proceed ); or

(ii) a Partial Station Closure no later than forty two (42) days after receipt of the Closure Request Form, LUL shall notify the Access Reservation Agency that the CTRL Closure has been confirmed, provided that LUL shall not be obliged so to confirm the CTRL Closure if: (a) it would be operationally unsafe to grant such CTRL Closure;

(b) to do so would unduly limit journey opportunities for a significant number of customers;

(c) such CTRL Closure where it is a Minor Closure, when taken together with any other Minor Closures previously confirmed for SSL, would, collectively, exceed a maximum of two track-related and five Station-related Minor Closures at any time;

(d) the Lost Customer Hours representing such CTRL Closure would exceed the CTRL Closures Allocation; or

(e) the CTRL Closure in conjunction with concurrent L&E Closures at Kings Cross Station would unduly limit customer movement at that station, having regard in the case of paragraphs (a), (b) and (e) above, to (i) the purposes of this Access Code; (ii) any previously confirmed access taking place concurrently with the CTRL Closure being sought; ( iii ) any special event, subject to clause 5A.10, taking place which requires or may require the LUL Network ( or the relevant part of it over which a CTRL Closure is sought ) to operate without closure for the duration of the CTRL Closure sought or any part thereof; and (iv) the views of any other Infraco which would be affected by the CTRL Closure.

Where LUL notifies the Access Reservation Agency that the access sought cannot be confirmed, it shall concurrently advise the Access Reservation Agency of the reasons for withholding confirmation and, where applicable ( using the criteria provided in paragraphs (a) to (e) above ), shall also propose an alternative date(s) ( and hours ) when the access sought could be accommodated ( which time and date(s) shall be reserved pending Infraco's acceptance or rejection of such alternative in accordance with clause 5A.3.7 ) and, when proposing an alternative date(s) ( and hours ), LUL shall use reasonable endeavours to propose times which are, as near as possible, of equivalent utility as the time originally requested and which should not, in LUL's reasonable opinion, have a materially adverse impact on the Infraco's costs of providing the Services. Where the CTRL Closure is a Minor Closure and the Minor Closures sought would require a run down service prior to such access commencing, LUL shall state the time ( if any ) after 9.00p.m. when any run down of service is to be complete such that the CTRL Closure may commence and/or the time prior to 6.00a.m. when service is to commence such that the CTRL Closure must cease.

5A.3.6 Where LUL advises the Access Reservation Agency that the access sought cannot be confirmed the Access Reservation Agency shall, forthwith, notify SSL that access has been denied and advise SSL of LUL's reasons for denying the access requested and, if applicable, the alternative date(s) ( and hours ) offered.

5A.3.7 If applicable and not later than ten (10) days after notification of the alternative date(s) ( and hours ) offered, SSL shall notify LUL and the Access Reservation Agency whether the alternative time offered is acceptable. The parties shall liaise in an effort to accommodate their respective requirements. Where the alternative time offered is acceptable, LUL shall notify the Access Reservation Agency and the Access Reservation Agency shall notify the Infraco requesting access that the access has been confirmed and record the confirmed access on SABRE.

5A.3.8 Where LUL notifies the Access Reservation Agency that the access requested has been confirmed or fails to respond within the time limit in clause 5A.3.5 of this Access Code the Access Reservation Agency shall forthwith notify SSL that the access requested has been confirmed and record the confirmed access on SABRE.

5A.3.9 When a CTRL Closure has been confirmed and the CTRL Closure is a Minor Closure, LUL shall, where applicable, provide SSL with a timetable pursuant to which it shall agree to: (a) complete the run down of services prior to the commencement of the CTRL Closure; and

(b) commence the run up of services at the end of the CTRL Closure. In preparing such timetable, LUL shall, taking into account any limitation on journey opportunities for a significant number of customers, plan to commence: (i) the run down of services at 9.00p.m and complete it as soon as reasonably practicable thereafter; and

(ii) the run up of services at such time as to ensure that the run up is completed at 6.00a.m..

5A.3.10 LUL shall be obliged to meet the requirements of any timetable prepared in accordance with clause 5A.3.9 for the purposes of clause 8.4 of this Access Code unless any failure to meet such requirements is attributable to the acts or omissions of SSL.

5A.4 Where SSL has failed to accept the alternative time offered or where no alternative time has been offered no compensation shall be due.

5A.5 At the end of the first Review Period, SSL may sell back to LUL any unused portion of its CTRL Closures Allocation at the Sell Back Rate. If SSL elects so to sell back, it shall notify LUL in writing at least one hundred and eighty ( 180 ) days prior to the end of the first Review Period. LUL may, at its option, either elect: (a) on the Payment Date next following the agreement or other determination of the amount due for such unused portion to make a lump sum payment to SSL in an amount representing the total sum payable for the relevant unused portion of the CTRL Closures Allocation; or

(b) to compensate SSL for such amount by an adjustment to the ISC from the first Review Date representing the Net Present Value at the Applicable Rate.

5A.6 If SSL requests a CTRL Closure outside of the time limits in this clause 5A ( and which LUL is nonetheless willing to consider ) it shall adhere to the procedure set out in this clause 5A save that the time periods and limits shall not apply.

5A.7 Where SSL cancels a booked CTRL Closure, SSL shall compensate LUL its direct costs reasonably and properly incurred in effecting the CTRL Closure.

5A.8 Where SSL cancels a booked CTRL Closure which is a Minor Closure, LUL shall reimburse SSL in accordance with the Lost Customer Hours for the cancelled CTRL Closures in accordance with Appendix 2. If LUL cancels a booked CTRL Closure, which is a Minor Closure, LUL shall reimburse SSL the Lost Customer Hours for the cancelled CTRL Closure.

Cancellation of CTRL Closure by LUL for Safety Reasons

5A.9 Subject to clause 5A.10 where an Access Request for a CTRL Closure has been approved, but at the time SSL wishes to take its access LUL, acting reasonably, determines that: (a) as a consequence of a Station being affected by Abnormal Conditions; or

(b) in its role as Infrastructure Controller and operator of the Underground Network, it would be unsafe to permit SSL to commence access, access shall be delayed or cancelled ( subject to an obligation on LUL to use reasonable endeavours to minimise the impact of such delay or cancellation ).

5A.10 Where, after the date of the submission of a Closure Request Form, LUL becomes aware of a special event which requires ( or may require ) the LUL Network ( or the relevant part of it over which a CTRL Closure is sought ) to operate without closure for the duration or any part of the CTRL Closure sought, LUL shall use reasonable endeavours to persuade the relevant authorities or persons ( including but not limited to the organiser of the special event, the police and the local authority ) that as a result of the special event clashing with the occurrence of a CTRL Closure envisaged by a pre-existing Closure Request Form the special event should take place at a time when it will not clash with the occurrence of a CTRL Closure envisaged by a pre-existing Closure Request Form.

L&E Closures

6.1.1 JNP, SSL and BCV shall, respectively, be entitled to the JNP Base Allocation of L&E Closures, the SSL Base Allocation of L&E Closures and the BCV Base Allocation of L&E Closures. If, during a Review Period, an Infraco is unable to fulfil its obligations to LUL pursuant to the PPP Contracts as a consequence of LUL not properly permitting such Infraco's proper requests for L&E Closures pursuant to this clause 6 and as a result of which such Infraco has been unable to use all of its Base Allocation of L&E Closures by the end of the relevant Review Period, then such failure shall be an LUL Breach.

6.1.2 Where an Infraco's application for an L&E Closure is approved, the total number of Lost Customer Hours representing each such L&E Closure shall be deducted from the relevant number of Lost Customer Hours then standing to such Infraco's Base Allocation of L&E Closures. In circumstances where, in relation to the same Infraco, a Minor Closure ( including in the case of SSL where the CTRL Closure is a Minor Closure ) and a L&E Closure coincide with one another at the same Station, the Lost Customer Hours attributable to the L&E Closure shall be deducted from the relevant Infraco's Base Allocation for L&E Closures with the balance being deducted as a Minor Closure from the relevant Infraco's Base Allocation for Minor Closures ( or in the case of SSL where the CTRL Closure is a Minor Closure from the CTRL Closures Allocation ).

6.2.1 Additional L&E Closures may be granted at LUL's sole discretion.

6.2.2 For the avoidance of doubt, LUL may grant L&E Closures to third parties ( including PFI Contractors ) other than an Infraco.

6.3.1 Where an Infraco requires access for an L&E Closure it shall submit a Closure Request Form to the Access Reservation Agency and the Access Reservation Agency shall forthwith record the request on SABRE and provide a copy of the Closure Request Form to LUL.

6.3.2 The Closure Request Form for access for an L&E Closure shall be submitted no later than ninety (90) days ( but in any event no more than five hundred and forty ( 540 ) days ) in advance of the date when the access is required. LUL shall not be obliged to consider requests for L&E Closures submitted outside of these time limits, provided that if Infraco requests access for an L&E Closure less than ninety (90) days in advance of the date when the access is required following a failure of the relevant Asset for which such L&E Closure is required, LUL shall use all reasonable endeavours to consider such a request.

6.3.3 Not later than forty two (42) days after receipt of the Closure Request Form, LUL shall notify the Access Reservation Agency that the L&E Closure has been confirmed, provided that LUL shall not be obliged so to confirm the L&E Closure if: (a) it would be operationally unsafe to grant such L&E Closure;

(b) to do so would unduly limit journey opportunities for a significant number of customers;

(c) in the case of each of SSL and BCV, such L&E Closure would exceed a maximum of six (6) escalator Closures at any one time and in the case of SSL and BCV such L&E Closure would exceed a maximum of two (2) lift Closures at any one time and in the case of JNP save for in relation to any lift located at a Jubilee Line Extension Station such L&E Closure would exceed a maximum of three (3) lift Closures at any one time;

(d) to do so would result in the Closure of all lifts at more than three (3) Jubilee Line Extension Stations at any one time during the refurbishment of any lift at such Stations ten (10) and twenty (20) years after the date of its installation provided always that no lift ( including non Jubilee Line Extension Station lifts ) may be closed at any one time at both Waterloo and London Bridge Stations concurrently;

(e) in the case of JNP, such L&E Closure in respect of escalators would exceed the number of L&E Closures set out in Appendix 5; or

(f) the Lost Customer Hours representing such L&E Closure would exceed the Base Allocation of L&E Closures then standing for the relevant Infraco, having regard in the case of paragraphs (a) and (b) above, to (i) the purposes of this Access Code; (ii) any previously confirmed access taking place concurrently with the L&E Closure being sought, ( iii ) any special event subject to clause 6.11 taking place which requires or may require the LUL Network ( or the relevant part of it over which an L&E Closure is sought ) to operate without closure for the duration of the L&E Closure sought or any part thereof; and (iv) the views of any other Infraco which would be affected by the L&E Closure.

Where LUL notifies the Access Reservation Agency that the access sought cannot be confirmed it shall concurrently advise the Access Reservation Agency of the reasons for withholding confirmation and, where applicable ( using the criteria provided in paragraphs (a) to (f) above ), shall also propose an alternative date(s) when the access sought could be accommodated ( which date(s) shall be reserved pending Infraco's acceptance or rejection of such alternative in accordance with clause 6.3.5 ) and, when proposing an alternative date(s), LUL shall use reasonable endeavours to propose times which are, as near as possible, of equivalent utility as the time originally requested and which should not, in LUL's reasonable opinion, have a materially adverse impact on the Infraco's costs of providing the Services.

6.3.4 Where LUL advises the Access Reservation Agency that the access sought cannot be confirmed the Access Reservation Agency shall, forthwith, notify the Infraco requiring access that access has been denied and advise the Infraco of LUL's reasons for denying the access requested and, if applicable, the alternative date(s) offered.

6.3.5 If applicable and not later than ten (10) days after notification of the alternative date(s) offered, the Infraco seeking access shall notify LUL and the Access Reservation Agency whether the alternative time offered is acceptable. The parties shall liaise in an effort to accommodate their respective requirements. Where the alternative time offered is acceptable, LUL shall notify the Access Reservation Agency and the Access Reservation Agency shall notify the Infraco requesting access that the access has been confirmed and record the confirmed access on SABRE.

6.3.6 Where LUL notifies the Access Reservation Agency that the access requested has been confirmed or fails to respond within the time limit in clause 6.3.3 of this Access Code the Access Reservation Agency shall forthwith notify the Infraco requesting access that the access requested has been confirmed and record the confirmed access on SABRE.

6.4 Where the Infraco requesting access has failed to accept the alternative time offered or where no alternative date has been offered no compensation shall be due.

6.5
NOT USED

6.6 Where an Infraco cancels a booked L&E Closure, LUL shall reimburse such Infraco in accordance with the L&E Lost Customer Hours for the cancelled L&E Closure in accordance with Appendix 3. If LUL cancels a booked L&E Closure, LUL shall reimburse Infraco accordingly the Lost Customer Hours for the cancelled L&E Closure.

6.7 At the end of each Review Period, an Infraco may sell back to LUL any unused portion of its Base Allocation of L&E Closures at the Sell Back Rate. If an Infraco elects so to sell back, it shall notify LUL in writing at least one hundred and eighty ( 180 ) days prior to the end of the relevant Review Period. LUL may, at its option, either elect: (a) on the Payment Date next following the agreement or other determination of the amount due for such unused portion or, if applicable, on the Expiry Payment Date, to make a lump sum payment to the relevant Infraco in an amount representing the total sum payable for the relevant unused portion of the Base Allocation for L&E Closures; or

(b) other than in the final Review Period, to compensate the relevant Infraco for such amount by an adjustment to the ISC from the next Review Date representing the Net Present Value at the Applicable Rate.

6.8 Any Infraco requesting an L&E Closure outside of the time limits in this clause 6 ( and which LUL is nonetheless willing to consider ) shall adhere to the procedure set out in this clause 6 save that the time periods and limits shall not apply.

L&E Closure Early Handback

6.9 Where an L&E Closure has been commenced and no more than fifty per cent. ( 50% ) of the L&E Closure is left to run, an Infraco may return each lift, escalator, travelator, fixed stairway, routeway or cross-passageway which is the subject of an L&E Closure to service, and LUL shall refund the Infraco fifty per cent. ( 50% ) of the Lost Customer Hours attributable to the part of the L&E Closure which will not be used.

Cancellation of L&E Closure by LUL for Safety Reasons

6.10 Where an Access Request for an L&E Closure has been approved but at the time the relevant Infraco, PFI Contractor or other third party wishes to take its access, LUL, acting reasonably determines that: (a) as a consequence of a Station being affected by Abnormal Conditions; or

(b) in its role as Infrastructure Controller and operator of the Underground Network, it would be unsafe to permit the relevant Infraco, PFI Contractor or other third party to commence access, access shall be delayed or cancelled ( subject to an obligation on LUL to use reasonable endeavours to minimise the impact of such delay or cancellation ).

Special Events

6.11 Where, after the date of the submission of a Closure Request Form, LUL becomes aware of a special event which requires ( or may require ) the LUL Network ( or the relevant part of it over which a L&E Closure is sought ) to operate without closure for the duration or any part of the L&E Closure sought, LUL shall use reasonable endeavours to persuade the relevant authorities or persons ( including but not limited to the organiser of the special event, the police and the local authority ) that as a result of the special event clashing with the occurrence of a L&E Closure envisaged by a pre-existing Closure Request Form the special event should take place at a time when it will not clash with the occurrence of a L&E Closure envisaged by a pre-existing Closure Request Form.

Major Closures

7.1 LUL may, at its sole discretion, and after consulting with Infracos grant Major Closures, either to an Infraco or another third party ( including PFI Contractors ), following negotiation between itself and the relevant Infraco.

7.2 The Access Reservation Agency shall record any Major Closure on SABRE.

Cancelled or Delayed Access

8.1.1 No compensation shall be due to any Infraco where Emergency Access has caused the cancellation or delay of access confirmed under the procedures of this Access Code.

8.1.2 Subject to the other provisions of this clause 8, where Urgent Access has caused the cancellation or delay of an Access Booking, the Access Party to whom the Urgent Access is granted shall be liable for any direct costs reasonably and properly incurred by the Access Party having suffered such cancellation or delay. For the purposes of this paragraph 8.1.2 direct costs shall include the costs incurred in relation to the hire of any equipment and the purchase of any materials but shall not include any abatement suffered.

8.1.3 An Infraco shall not be entitled to claim any compensation pursuant to the remaining provisions of this clause 8 where, notwithstanding any subsequent delay of such Infraco's confirmed access, the relevant Infraco fails to make a bona fide attempt to use such access.

8.1.4 No compensation shall be due to any Infraco where confirmed access is delayed or cancelled by LUL pursuant to clauses 4.9, 5.10 and 6.10.

8.1.5 Notwithstanding the provisions of clauses 8.2 to 8.5, no compensation shall be due to any Infraco where access confirmed in respect of that Infraco as a result of Under 48 Hours Access Request is subsequently delayed or cancelled by LUL.

8.1.6 No compensation shall be due where access confirmed as a result of a Generic Access Request is subsequently delayed or cancelled.

8.1.7 An Infraco shall not be entitled to claim any compensation pursuant to this clause 8 if, in respect of Advance Access Requests and Short-Notice Access Requests, Operational Assurance is not ultimately granted by LUL in circumstances where Infraco believed such request has a reasonable prospect of being granted, provided always that, in determining whether or not to grant Operational Assurance, LUL shall have complied with its obligations under the OAEW Standard.

8.1.8 Where LUL cancels access in circumstances where the Access Reservation Agency, having regard to relevant information available at the time of the booking, should have determined that there was a Clash notwithstanding any provision to the contrary in this Code, compensation shall be due from LUL to the Access Party whose access has been cancelled in accordance with the Compensation Rate.

8.1.9 Where the Responsible Infraco or LUL ( as the case may be ) cancels access, then the party cancelling such access shall provide within a reasonable period of time a written explanation of the grounds on which access is cancelled to the affected Access Party ( save where the affected Access Party is a PFI Contractor in which case such explanation shall be provided to LUL ).

8.1.10 The Access Parties acknowledge that save as expressly provided compensation paid under this clause 8 shall be the sole remedy available under this Access Code in respect of any cancellation or delay to an Access Party.

8.2 If, as a consequence of any disruption by LUL, a PFI Contractor or another Infraco, an Infraco's confirmed access during Engineering Hours is delayed for a period of not greater than fifteen (15) minutes at the commencement of such access or, in the case of track only, reduced by a period less than twenty (20) minutes prior to the end of Engineering Hours, no compensation shall be due or payable to such Infraco. For the purposes of this clause, the commencement and end of Engineering Hours shall be the Amended Time.

8.3 Subject always to clauses 8.1.3 and 8.5A, LUL shall compensate an Infraco in accordance with the Compensation Rate where such Infraco's physical presence during Engineering Hours is delayed for a period in excess of the periods stipulated in clause 8.2 above as a consequence of any disruption by LUL or any PFI Contractor.

8.4 Where confirmed access for a Minor Closure, CTRL Closure ( where the CTRL Closure is a Minor Closure ) or an L&E Closure is cancelled or delayed ( in the case of (i) a Weekend Minor Closure, for a period in excess of two (2) hours; (ii) a Weekday Minor Closure, for a period in excess of fifteen (15) minutes; and ( iii ) an L&E Closure, for a period in excess of one (1) day ) as a consequence of any disruption by LUL, LUL shall, subject to clause 8.5A, compensate the delayed Infraco in accordance with the Compensation Rate or the L&E Compensation Rate, as the case may be, and reimburse the Lost Customer Hours deducted from the Base Allocation of Minor Closures, the CTRL Closures Allocation or the Base Allocation of L&E Closures, as the case may be.

8.5 Subject to clause 8.5A, where confirmed access during Engineering Hours is cancelled or delayed for a period in excess of fifteen (15) minutes as a consequence of any disruption by an Infraco, the delaying Infraco shall compensate: (a) the cancelled or delayed Infraco; or

(b) LUL; or

(c) in the case of a cancelled or delayed PFI Contractor, LUL, in accordance with the L&E Compensation Rate and the Compensation Rate as appropriate.

For the purposes of this clause, the commencement and end of Engineering Hours shall be the Amended Time.

8.5A Where the disruption leading to a claim for compensation under clauses 8.3, clause 8.4(ii) ( a Weekday Minor Closure for a period in excess of fifteen (15) minutes ) or clause 8.5 ( as the case may be ) is caused in whole or in part by any Urgent Engineering Train Path Request approved in accordance with clause 4.1.16, then the Access Party to whom the access in respect of the relevant Engineering Train Path has been granted shall be liable for the compensation payable ( and where two (2) or more Access Parties have been granted such access leading to a claim for compensation, those Access Parties shall be so liable on a pro-rata basis according to the number of Urgent Engineering Train Paths granted to each of them causing the relevant disruption ).

8.6 Where compensation is liable to be paid by one party to another in accordance with the provisions of this clause 8, the party to whom compensation is due to be paid shall, within fourteen (14) days of the relevant cancellation or delay giving rise to the compensation, submit a written request to the party liable to pay such compensation setting out the relevant amount due and payable and the reasons therefore. Compensation shall not be payable where a party to whom compensation is due to be paid fails to comply with such initial notification requirement. If the amount is undisputed by the party in receipt of a written request, it shall pay such amount to the cancelled or delayed party as an Exceptional Amount. If the amount is disputed, then the matter shall be treated as if it were an Incident at the next following Level B Meeting pursuant to the procedure set out in paragraphs 1.4.8 - 1.4.11 of Schedule 4 of the Performance Measurement Code.

8.7 Without prejudice to the right of the Access Party whose access has been cancelled to recover compensation in accordance with the provisions of this Access Code where any booked access is cancelled the Access Party cancelling such access shall concurrently or as soon as possible thereafter notify the Access Party whose access has been cancelled of an alternative date and time when the cancelled access could be accommodated. Such alternative date and time shall be reserved on SABRE pending the Access Party's acceptance or rejection of such alternative. When proposing an alternative date and time, the Access Party cancelling the access shall use reasonable endeavours ( which shall include liaising with the party whose access has been cancelled in an attempt to accommodate their respective requirements ) to propose a date and time which is, as near as possible, of equivalent utility as the date and time originally granted.

8.8 Not later than ten (10) days after notification of the alternative date and time offered, the Access Party which has had its access cancelled shall notify the relevant Access Party whether the date and time offered is acceptable. The parties shall liaise in an effort to accommodate their respective requirements. Where the alternative date and time offered is acceptable the Access Party cancelling the access shall record the confirmed access on SABRE.

Interest on Late Payments

8.9 Interest shall accrue at the Applicable Rate on any amount payable under this Access Code from the date such amount is payable until the date of payment.

Qualifying Change of Law, Safety Change, Exceptional Damage or Water Table Damage Access

8.10 LUL acknowledges and agrees that where and to the extent that LUL requires any work to be performed which would constitute a Safety Change or which is required as a consequence of a Qualifying Change of Law, Exceptional Damage or Water Table Damage which would require a Minor Closure any access required to affect such work shall not be deducted from the relevant Infraco's Base Allocation of Minor Closures and shall be provided to the Infraco without cost.

Service of Access Request Forms and other Notices

9 Each Access Request Form, Engineering Train Access Request Form, Closure Request Form and Generic Access Request Form shall be sent to the Responsible Infraco or the Access Reservation Agency as appropriate by electronic service on SABRE, by fax or by prepaid recorded delivery, special delivery or registered post. Proof of posting or despatch of any notice or communication shall be deemed to be proof of receipt: (a) in the case of fax, the Business Day after the despatch; or

(b) in the case of recorded delivery, special delivery or registered post, when delivered; or

(c) in the case of electronic service on SABRE, on the date that the notice or communication was sent provided that the date of transmission is verifiable.

Disputes

10 Any dispute shall be resolved in accordance with the Dispute Resolution Agreement.

Damages and Claims

11.1 Each party to this Access Code: (a) covenants that in exercising its rights under this Access Code it shall avoid damage and disturbance to the property of any other party to this Access Code; and

(b) agrees that it shall not be entitled to seek the remedy of specific performance for any reason arising under this Access Code.

11.2 Each Infraco covenants to make good any physical loss or damage to any Asset caused in the performance of its Services. If the loss or damage to the Asset is covered by the Asset Damage Insurance then clause 7 of the Insurance Agreement shall apply. If the loss or damage to the Asset is uninsured, subject to the Responsible Infraco having taken all reasonable steps to mitigate its Losses, any other Infraco in breach of this clause shall compensate the Responsible Infraco for the direct Losses incurred in consequence of the Responsible Infraco being unable to perform the Services in accordance with its PPP Contract.

11.3 The Responsible Infraco and LUL shall render all reasonable assistance to all Access Parties ( including, but not limited to, granting access at reasonable times to the Responsible Infraco's Lines during Engineering Hours and LUL granting such access to the LUL Network during Traffic Hours ) as may reasonably be required for the purpose of defending or settling any claim or for carrying out any remedial action arising out of clause 11.

Changes to This Access Code

12.1 This clause 12 sets out the process by which LUL or an Infraco can promote changes to this Access Code.

Responsibilities of the parties

12.2 LUL carries the principal responsibility for the operation of the change process for this Access Code. When asked, Infracos shall participate willingly in the following roles: (a) ensuring that any proposed change to this Access Code is adequately reviewed by its organisation and that comments are sent within the appropriate time scale; and

(b) ensuring that any change proposals to this Access Code are brought to the attention of those organisations under its control which need to comply with them for their review and comment.

LUL Authorisation and Control

12.3 Where LUL determines that the change of this Access Code meets the Objective Requirements ( as if this Access Code were a Category 1 Standard ), LUL shall: (a) in the case of a change which is safety related, authorise its change;

(b) in the case of a change which is not safety related, authorise its change to take effect no less than fourteen (14) days after the date of its authorisation subject to the right of LUL or any one or more of the Infracos which considers that the change of this Access Code would cause an increase in risk to arise or an increase in costs to be incurred by it in performing its PPP Contract or ( in the case of LUL ) in the operation of the LUL Network , ( in this Access Code, collectively or separately as the context requires, an increase in costs ) so to notify the other parties to this Access Code;

(c) in any case where a notice has been given under clause 12.3(b), inform each of the Infracos that LUL's authorisation of the change of this Access Code shall not become effective except with the written agreement of all parties who have given notice under clause 12.3(b) or where it is determined in accordance with the Dispute Resolution Agreement that such change of this Access Code would not cause an increase in costs. Upon such written agreement or determination, LUL shall confirm its authorisation is effective.

12.4 There shall be an appropriate and effective rapid response procedure, to cater for changes that require to be progressed, for safety or other reasons, in advance of the completion of the full procedures set out in this Access Code. The rapid response procedure shall not be an alternative to such full procedures and shall require LUL authorisation and control in accordance with clause 12.3 of this Access Code.

Disputes to Access Code Changes

13 LUL's authorisation, confirmation or refusal to authorise a change to this Access Code shall be final and binding on LUL and the Infracos and shall not be challenged nor referred to dispute resolution under the Dispute Resolution Agreement or otherwise except upon the grounds that: (a) the procedures of this Access Code have not been followed; or

(b) the Objective Requirements ( as apply to this Access Code ) have not been applied; or

(c) it would result in an increase in costs in circumstances where such change is not safety related and a notice has been given under clause 12.3(b) of this Access Code and authorisation has not been agreed in writing by all of the parties who gave such notice and it has not been determined in accordance with the Dispute Resolution Agreement that such change would not cause an increase in costs.

Contracts (rights of third parties) Act 1999

14 PFI Contractors shall have the right to submit Access Requests in accordance with the relevant provisions of clause 4 of this Access Code but, for the avoidance of doubt, they shall not be entitled to make any claim against any party to this Access Code or seek any resolution of any dispute pursuant to the Dispute Resolution Agreement or any other dispute resolution process as a result of any breach of this Access Code and shall not have the right to enforce the terms of this Access Code ( to the extent such terms extend to them ) under the Contracts ( Rights of Third Parties ) Act 1999 ( the Act ). A person who is not a party to this Access Code shall have no right under the Act to enforce any of its terms.

APPENDIX 1A - Compensation Rate

	Abortive costs for routine, planned or preventative works including planned preventative, routine or reactive maintenance fault fixing ( including all investigation and/or rectification works ).	Any other works agreed by the relevant parties as not being routine, planned preventative works including Specified Line Upgrades, Station Modernisation, Enhanced Station Refurbishment, Station Refurbishment and Station Accessibility Projects.
Any booking during Engineering Hours, a CTRL Closure ( where the CTRL Closure is a Weekday Minor Closure ) or for a Weekday Minor Closure which is delayed or cancelled	£800 per Access Booking	£6,000 per Access Booking
Any booking for Weekend Minor Closure, a CTRL Closure ( where the CTRL Closure is a Weekend Minor Closure ) which is delayed or cancelled	Nil	£180,000 per Access Booking

APPENDIX 1B - L&E Compensation Rate

L&E Closure on a weekday which is delayed or cancelled.	£2,000 per day up to £40,000 per L&E Closure.
Routeway or partial station closure per L&E Closure which is delayed or cancelled.	£500 per day up to £10,000 per L&E Closure.

APPENDIX 2 - Minor Closures and CTRL Closure Lost Customer Hours Rebate Rate

Number of full weeks' notice given before Minor Closure due to commence	% of Lost Customer Hours Refunded
More than 6	90%
Between 3 and 6	50%
Less than 3	0%

APPENDIX 3 - L&E Lost Customer Hours Rebate Rate

Number of full weeks' notice given before Closure due to commence	% of Lost Customer Hours Refunded
More than 6	90%
6 or less	0%

APPENDIX 4 - Engineering Works Prioritisation Factors

The following is to have overriding priority:

A. Safety impact

The work to be done during the requested access has an impact on safety such that it would be unacceptable for the work to be delayed.

The following is to have priority unless clearly outweighed by factors C, D and E:

B. PFI impact

Delaying the work to be done during the requested access materially puts at risk the achievement by a PFI Contractor of its material obligations under the relevant PFI Contract and/or the achievement of the PFI Contractor's key programme milestones.

The following, taken together, are normally to determine priority when factors A and B do not apply:

C. Impact on customer service

Delaying the work to be done during the requested access would have a material adverse impact on the customer service which LUL is able to provide in the immediate or near future.

D. Impact on cost and programme

Delaying the work to be done during the requested access would materially:

increase the requesting party's costs; and/or
disrupt an established programme of work; and/or
deprive the requesting party of critical resources; and/or
deny synergy benefits with other proposed work.

E. Impact on performance

Delaying the work to be done during the requested access would materially put at risk the achievement by the requesting party of its contractual performance obligations and thereby expose it to the risk of adverse financial impacts.

The following are to be considered where factors C, D and E do not clearly indicate which request should have priority:

F. Other impacts on customers, staff and operations

Delaying the work to be done during the requested access would have a material effect on benefits to customers or staff or the operations of the LUL Network, beyond that already accounted for under the foregoing factors.

G. Impact on reputation

Delaying the work to be done during the requested access would be perceived significantly negatively by stakeholders.

APPENDIX 5 - L&E Closures for JNP

Contract Year	Concurrent Escalator Closures
2002-2004	24
2005-2009	15
2010-2012	19
2013-2016	9
2017-2020	22
2021-2024	31
2025-2027	20
2028-2031	7

PPP Contracts

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