Common use of Premises Use Clause in Contracts

Premises Use. For and in consideration of the agreements set forth herein, to be paid, kept and performed by Tenant, Landlord hereby leases and rents to Tenant, insofar as its right, title and interest in the Premises enables it to do so, that certain real property located in Roanoke, Virginia and consisting of approximately 11.6 acres, the location and dimensions of which are substantially shown on Exhibit A attached hereto (the “Land”), together with all improvements thereon (the “Improvements”) including, without limitation, the following: (a) Freight Car Shop (Building 54), (b) Locomotive & Covered H▇▇▇▇▇ Paint Shop, including both bays (Building 37), (c) Car Department Office (Building 35), (d) Paint Shop Complex (Building 41), (e) Planning Mill (Building 55), (f) Wash & Locker House (Building 38), (g) Drying Shed (Building 68), (h) Upholstery Shop (Building 36), (i) One (1) bay in the Round House (Building 53), (j) Turntable (non-exclusive use), (k) The equipment and machinery described on the schedule attached hereto as Exhibit C and incorporated herein by this reference (collectively, the “Equipment”), (l) The tracks, estimated to be 11,600 lineal feet in length, depicted on Exhibit A attached hereto (collectively, the “Tracks”), and (m) The parking area shown on the print attached hereto as Exhibit A and incorporated herein by this reference (the “Parking Area”). All equipment, machinery and other personal property described on Exhibit E attached hereto (collectively, the “Surplus Equipment”) shall be removed by Landlord from the Premises, or relocated to a location within the Premises mutually acceptable to Landlord and Tenant, no later than forty-five (45) days after the date of this Lease (the “Removal Deadline”). In the event that the removal of the Surplus Equipment (the “Removal Work”) by the Removal Deadline is not reasonably practicable, Landlord shall prosecute the Removal Work diligently until completion. Landlord and Tenant shall coordinate the Removal Work with Tenant’s on-site preparations so as to enable Tenant to initiate manufacturing operations at the Premises as soon as reasonably possible. Landlord may perform the Removal Work through the use of Landlord’s internal forces (such internal forces of Landlord to be provided at no charge to Tenant) and third party-contractors selected by Landlord, and Landlord and Tenant shall cooperate with each other in connection with the administration of all individuals retained, and agreements executed, pursuant to the Removal Work. All invoices submitted by third-party contractors in connection with the Removal Work (collectively, the “Removal Work Invoices”) shall be subject to Landlord’s prior approval and, promptly after such approval, Tenant initially shall be obligated for the payment thereof; provided, however, upon Landlord’s receipt of documentation reasonably establishing Tenant’s payment of one or more Removal Work Invoices, Landlord shall grant Tenant a credit for the amount of such Removal Work Invoices against the next due future installments of monthly base rental until Tenant has been reimbursed fully for its payment of the Removal Work Invoices. Such abatement of monthly base rent shall be in addition to, and not concurrent with, any and all other abatement of monthly base rent which Landlord may be otherwise obligated to provide to Tenant. Such documentation of payments may include: (i) copies of executed contracts; (ii) copies of invoices for labor, services and/or materials marked “Paid”, copies of bills of lading, and/or copies of other bills or receipts for goods, materials and/or services marked “Paid”; (iii) copies of canceled checks; and (iv) such other proofs of payments as may be reasonably requested by Landlord. The Land and the Improvements are collectively referred to herein as the “Premises”. This Lease is subject to all encumbrances, easements, conditions, covenants and restrictions, whether or not of record. The Premises, excluding the Parking Area, shall be used for the manufacture, repair and shipment of rail cars and all uses incidental thereto and no other purpose. The Parking Area shall be used solely for the parking of vehicles by Tenant’s employees, agents, contractors and invitees (collectively “Tenant’s Personnel”) and no other purpose, and Tenant’s Personnel shall have a non-exclusive license over the footbridge and pathways shown on Exhibit A attached hereto for pedestrian access between the Parking Area and the remainder of the Premises. The Premises shall not be used for any illegal purposes, for the storage of unlicensed vehicles, nor in any manner to create any nuisance or trespass. No smoking is permitted in or about the Premises. Landlord reserves unto itself and its permittees, the permanent right to construct, maintain or replace upon, under, or over the Premises, any pipe, electrical, telecommunications, and signal lines, or any other facilities of like character now installed or hereinafter to be installed, all at no expense to Tenant. Notwithstanding anything to the contrary contained herein, Landlord’s exercise of the rights set forth in the preceding sentence shall be done in such a manner as to not burden Tenant’s operations with commercially unreasonable inconvenience. The terms and conditions of the Rider, if any, attached hereto as Exhibit B are incorporated herein by this reference. In the event of an inconsistency between the terms hereof and the terms of the Rider, the terms of the Rider shall prevail.