Common use of Sublease Clause in Contracts

Sublease. (a) The Lessor hereby consents to the Lessee subleasing the Extension Infrastructure to the Sublessee, immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: (i) the Lessee and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with the prior written consent of the Lessor, the Lessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (d) The Lessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party under this Agreement. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. (a) The Lessor hereby consents to the Lessee subleasing the Extension Infrastructure to the Sublessee, immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: (i) the Lessee and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) 18.1 Except as provided in clause 3.2(d)otherwise stipulated herein, or with without the prior written consent of the Lessor, the Lessee must not: (i) create shall not sublease the Property or allow its any part to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign third party or transfer authorize it to use, nor dispose any or all or any of its rights or obligations under the Sublease. (d) The Lessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreementbenefits hereunder, otherwise, the Integrated Network Deed sublease or disposal shall be void and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under invalid. Notwithstanding the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreementabove provisions, the Integrated Network Deed Lessee can sublease to any entity controlling it or any Land Licence. it controls or under common control with it (ehereinafter referred to as the “Lessee’s Affiliate”) Except as provided in clause 3.2(f)or authorize it to use, or with upon prior notice to the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly onLessor, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly onit shall ensure that such Affiliate comply with any and all provisions hereunder, and the rights granted directly to, Lessee shall assume the Sublessee under this Agreement are only obligations joint and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except several guarantee for the obligation contained in clause 15.2(e)) be deemed and liability of such Affiliate. Where the lessee intends to be novated and transferred sublease the Property, it shall submit the written application to the Lessee and will be Lessor for such sublease. 18.2 Whether the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of Lessor has approved such sublease or not, the Lessee and the Sublessee is responsible guarantor (if any) shall still assume all their liabilities and only responsible) for and liable only for those obligations expressly imposed on that Party under this Agreement. (h) The hereunder. Where the Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii)sublease the Property upon the prior written notice of the Lessor, the Lessee shall request and ensure the subleasee to perform the liabilities and obligations imposed directly on, as same as the Lessee’s obligations hereunder (except the rental and the rights granted directly toproperty & Facility Management Fees, but, regardless the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to agreement between the Lessee and will be the obligations subleasee such fees, the Lessee shall ensure that the fund received by the Lessor is no less than the amount stipulated hereunder). 18.3 Where the Property is subleased or the Lessee’s rights and rights interests hereunder is pledged, mortgaged or collateralized, or the Property is wholly or partly occupied by any third person other than the Lessee, the Lessor could request the sublessee, the pledgee, the mortgagee or any other party who occupies the Property to directly perform such obligations, in the case that the Lessee has any default hereunder. The Lessor shall have the right to directly issue the invoice to the sublessee, the pledgee, the mortgagee or any other party who occupies the Property. Where the Lessee has received such rental and Property & facility management fees before it performs its relevant payment obligation hereunder, the Lessee shall hold such rental on behalf for the benefits of the Lessee Lessor, and promptly transfer to the Lessor. However, the Lessor’s request on direct performance of obligation by the sublessee, the pledgee, the mortgagee or any other party who occupies the Property, or collection of the rental and from Property & Facility Management Fees, issuance of the date invoice or the Sublease terminatesuse of the rental and Property & facility management fees shall not be deemed as the Lessor’s consent on the Lessee’s assignment of this Contract, or waive on such clauses or rights, or release of Lessee’s further performance of its promises, duties or obligations hereunder.

Sublease. (a) The Lessor hereby consents to the Lessee subleasing the Extension Infrastructure to the Sublessee, immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: (i) the Lessee and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with Without the prior written consent of the Lessor, the Lessee must not: may sublease any Unit to any wholly-owned Subsidiary of Lessee (iincluding without limitation downstream Subsidiaries) create or allow to subsist a Security Interest Piedmont Coca-Cola Bottling Partnership; provided, (other than a) no Lease Default or Lease Event of Default has occurred and be continuing at such time and (b) such sublease is a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (d) The Lessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) . Except as provided otherwise expressly set forth in clause 3.2(f)the immediately preceding sentence, or with Lessee will not, without the prior written consent of the Lessor (such consent not to which shall be unreasonably given or withheld or delayed or given subject to unreasonable conditionsin Lessor's reasonable discretion), the Sublessee assign, sublease (provided, unless expressly stated otherwise by Lessor at such time, each such sublease must not: (i) create or allow to subsist a Security Interest (other than be a Permitted LienSublease) over any of its rights under the Sublease; or (ii) assign or otherwise transfer all or any of its rights or obligations under with respect to this Lease, any other Operative Agreement or any of the Equipment and any attempted assignment, sublease or other transfer by Lessee without such Lessor consent shall be null and void. Any sublease referenced in this Lease shall only be deemed a "Permitted Sublease. " if at the time Lessee enters into such sublease, all of the following conditions shall have been satisfied: (fa) The Sublessee: no such sublease by Lessee will (i) may assign and transfer all (but not part only) of its rights and obligations adversely affect the insurance coverage provided under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this AgreementSection 12, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers reduce any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly onof Lessee hereunder or under any Operative Agreement or (iii) adversely affect the rights of Lessor hereunder, (b) all obligations of Lessee hereunder shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, (c) each such sublease, and the rights granted directly toand interests of any sublessee thereunder shall in all events be expressly subject and subordinate to this Lease, the Sublessee rights and interests of Lessor, the Holders, the Lenders, the Bank Lenders and the Agent (in each case under the Operative Agreements), (d) such sublease shall not include any term or provision which would require or permit the sublessee thereunder to take any actions inconsistent with this Agreement are only obligations Lease or the other Operative Agreements, (e) the term of any such sublease shall in no event exceed the then remaining portion of the Term and (f) no Lease Default or Lease Event of Default shall have occurred and be continuing. Lessee hereby grants a Lien to Lessor respecting all right, title and interest of Lessee, now or hereafter arising, in the above-referenced subleases and in connection therewith if Lessor hereafter requests, Lessee will take all actions necessary to perfect and maintain a first priority Lien in favor of Lessor respecting such subleases. Lessee shall make, or cause to be made, in a timely fashion all reasonable filings with respect to any such Permitted Sublease necessary to protect the rights of Lessor in the Sublessee Unit subject to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party under this Agreementsuch Permitted Sublease. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. (a) The Lessor hereby consents to So long as no Specified Default or Event of Default shall have occurred and be continuing, Lessee shall have the Lessee subleasing the Extension Infrastructure to the Sublesseeright, immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: (i) the Lessee and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with without the prior written consent of the Lessor, to sublease any Unit to or permit its use by a user incorporated under the federal laws or the laws of any state of the United States, organized under the federal laws or the laws of any province of Canada or organized under the federal laws or the laws of any state of Mexico, for use by such sublessee or user upon lines of railroad owned or operated by Lessee, any Affiliate of Lessee, such sublessee or user or by a railroad company or companies incorporated under the federal laws or laws of any state of the United States, organized under the federal laws or the laws of any province in Canada or organized under the federal laws or the laws of any state of Mexico, over which Lessee, such Affiliate of Lessee, such sublessee or user or such railroad company or companies has trackage or other operating rights, and upon lines of railroad of connecting and other carriers in the usual interchange of traffic or pursuant to through or run-through service agreements; provided such sublessee shall not, at the time of such sublease, be insolvent or subject to insolvency or bankruptcy proceedings. Each sublease shall be subject and subordinate to this Lease (including the duration of the sublease term, which term may not expire after the expiration of the Basic Term or any Renewal Term then in effect) and no such sublease shall contain a purchase option. Lessee must not: (i) create shall give Lessor and Indenture Trustee reasonably contemporaneous notice upon entering into a sublease for a period in excess of one year. No sublease shall in any way discharge or allow to subsist a Security Interest (other than a Permitted Lien) over diminish any of its rights under Lessee’s obligations hereunder, and Lessee shall remain primarily liable hereunder for the Sublease; or (ii) assign or transfer performance of all the terms, conditions and provisions of this Lease and the other Lessee Agreements to the same extent as if such sublease had not been entered into. Nothing in this Section 8.3 shall be deemed to constitute permission to any Person in possession of any Unit pursuant to any such sublease to take any action inconsistent with the terms and provisions of this Lease or any of its rights or obligations under the Subleaseother Operative Agreements. (d) The Lessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party under this Agreement. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. (a) The Lessor hereby consents to the Lessee subleasing the Extension Infrastructure to the Sublessee, immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under whichParties acknowledge that: (i) the Lessee and the Sublessee expressly acknowledge the rights Queensland Rail’s interest in all or part of the Lessor under this Agreement land on which the Network is located and over which the Integrated Network Deed and that their rights are subject and subordinate to Train Services will operate is or will be held under: (A) the rights of Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Lessor under this Agreement and the Integrated Network DeedSublease, (Land Tenure); and (ii) this agreement is subject to the terms and conditions (including all reservations), whether express or implied, of the Sublease terminates at (or the same time as this Agreement terminatesHead Lease) and any other Land Tenure. (b) The Parties acknowledge and agree thatQueensland Rail must do either or both of the following: (i) give the Sublease will form part of an agreement between the Lessee Access Holder and the Sublessee which extends Operator a copy of any Land Tenure (together with any relevant amendments from time to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(dtime), or with the prior written consent of the Lessor, the Lessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or notify the Access Holder and the Operator of any of its rights or obligations under requirements that the SubleaseOperator must comply with in relation to that Land Tenure (together with any amendments from time to time) (Tenure Requirements). (dc) The LesseeDespite any other clause in this agreement and to the extent that the Operator operates Train Services on any part of the Network on land, or otherwise accesses land, that is the subject of any Land Tenure, the Operator must: (i) may assign observe and transfer comply with all (but not part only) relevant obligations of its rights Queensland Rail under that Land Tenure and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land LicenceTenure Requirements; and (ii) must assign and transfer all not act, omit to act or permit, cause or contribute to any act or omission that may result in Queensland Rail: (A) breaching a term of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land LicenceTenure; or (B) incurring (directly or indirectly) any costs or expenses in complying with a Land Tenure that Queensland Rail would not otherwise have incurred. (d) If there is an inconsistency between the terms of this agreement and the terms of any Land Tenure or Tenure Requirements which means that Queensland Rail or the Operator cannot comply with both this agreement and that Land Tenure or those Tenure Requirements, then the terms of that Land Tenure or those Tenure Requirements (as applicable) prevail to the extent of the inconsistency and the provisions of this agreement will be construed accordingly. (e) Except as provided If Queensland Rail’s rights in clause 3.2(f), or with the prior written consent respect of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (Land Tenure are terminated for any reason other than a Permitted Lien) over the default of Queensland Rail of any agreement that affects Queensland Rail’s use of its rights under the Sublease; or (ii) assign that Land Tenure or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, than by agreement between Queensland Rail and the rights granted directly torelevant land owner, the Sublessee under this Agreement are only obligations and rights of the Sublessee then Queensland Rail may by notice to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, Access Holder and the rights granted directly to, the Sublessee under Operator suspend and/or terminate this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed agreement insofar as it relates to be novated and transferred to the Lessee and will be the obligations and rights that part of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee Network which is responsible (and only responsible) for and liable only for those obligations expressly imposed situated on that Party under this AgreementLand Tenure (in which case the Access Holder’s obligation to pay Access Charges is suspended and/or terminated commensurate with that suspension or termination). (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. Except for the Permitted Subleases, Tenant may not sublease, license or grant concession rights as to (for convenience in this ARTICLE 25, “sublease”) any portion of the Premises without the Port’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be given if the proposed subtenant is financially capable of performing the obligations of the Tenant under this Agreement for the portion of the Premises or portion of the Term being subleased. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed subtenant, including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed subtenant and the proposed documentation for the transfer as described below. In determining whether to grant such a consent to a sublease, the Port may consider all factors which Lessor reasonably determines in good faith are relevant to its decision. Within twenty (20) days after receipt of all required information, the Port shall, in its sole discretion, elect one of the following: (a) The Lessor hereby consents to consent to such proposed sublease or (b) to refuse such consent. Any such sublease shall be subject to all of the Lessee subleasing the Extension Infrastructure to the Sublesseecovenants, immediately upon the leasing conditions, agreements and terms of that Extension Infrastructure this Agreement. 25.1.1 No sublease by the Lessor to the Lessee Tenant shall relieve Tenant of any obligation under this Agreement, on terms including Tenant’s obligation to pay Base Rent, fees or Additional Rent hereunder. Any purported sublease contrary to the provisions hereof (a Subleaseor for which consent is not specifically obtained) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: (i) the Lessee and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are shall be void. Any sublease shall specifically be subject and subordinate at all times to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with the prior written consent of the Lessor, the Lessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (d) The Lessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer to all of its rights covenants, agreements, terms, provisions, and obligations conditions. 25.1.2 Tenant agrees that any sublease will contain a provision in substance that if there is any termination whatsoever of this Agreement then the subtenant, licensee or concessionaire, at the request of the Port, will attorn to the Port and the subtenant, licensee or concessionaire, if the Port so requests, shall continue in effect with the Port. Nothing herein shall be deemed to require the Port to accept such attornment. 25.1.3 Tenant further agrees that any sublease will contain a provision in substance requiring each and every subtenant, licensee or concessionaire to maintain commercial liability insurance protecting against claims for bodily injury including death, personal injury and property damage in such amounts, and on such forms, as is commercially reasonable in light of the then-existing insurance and real estate markets. 25.1.4 Tenant agrees that the Port is not, and will not be, responsible for the payment of any brokerage commissions, or finder’s fees or similar charges of any nature in connection with any sublease, and Tenant agrees to indemnify and hold the Port harmless from and against any claims liability, losses or expenses, including reasonable attorneys’ fees, incurred by the Port in connection with any claims for a commission by any broker or agent in connection with any sublease (including any direct relationship with any subtenant, licensee or concessionaire that may result by way of attornment). 25.1.5 Subject to the terms of a Leasehold Mortgage, in the event that any portion of the Premises is sublet or occupied by anyone other than Tenant, the Port may, upon the default of Tenant, collect rent from the subtenant, licensee, concessionaire or occupant and apply the amount collected to the Rent reserved under the Sublease to a person to whom it assigns or transfers any terms of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party without thereby affecting Tenant’s liability under this Agreement. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. The Facility Lessee shall have the right to sublease the Undivided Interest without the consent of the Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee if: (a) The Lessor hereby consents the sublessee is a United States Person within the meaning of Section 7701(a)(30) of the Code that (i) is a solvent corporation, partnership, business trust, limited liability company or other person or entity not then subject to bankruptcy proceedings; and (ii) is not involved in material pending or unresolved litigation with the Owner Participant or any of its Affiliates; and (iii) is, or its operating, maintenance and use obligations under the sublease are guaranteed by, or such obligations are contracted to be performed by, an experienced operator of United States based, coal-fired electric generating facilities similar to the Lessee subleasing Facility; (b) the Extension Infrastructure Owner Lessor, the Owner Participant, and so long as the Lessor Notes are outstanding, the Lease Indenture Trustee and the Pass Through Trustees shall have received an opinion of counsel, which opinion of counsel shall be reasonably acceptable to the Sublesseerecipients thereof, immediately upon to the leasing effect that all material regulatory approvals required to enter into the sublease have been obtained; (c) the sublease does not extend beyond the scheduled expiration of that Extension Infrastructure the Basic Lease Term or any Renewal Lease Term then in effect or irrevocably elected by the Lessor Facility Lessee (and may be terminated upon early termination of this Facility Lease) and is expressly subject and subordinate to this Facility Lease; (d) all terms and conditions of this Facility Lease and the other Operative Documents remain in effect and the Facility Lessee remains fully and primarily liable for its obligations under this Facility Lease and the other Operative Documents; (e) no Significant Lease Default or Lease Event of Default shall have occurred and be continuing or be created as a result of such sublease; (f) the sublease prohibits further assignment or subletting; (g) the sublease requires the sublessee to operate and maintain the Undivided Interest (or to cause the Undivided Interest to be operated and maintained) in a manner consistent with this Facility Lease; (h) the Owner Participant shall have received (i) an opinion reasonably satisfactory to it from Owner Participant's Counsel to the Lessee under this Agreement, on terms effect that such sublease should not result in any incremental risk of material adverse federal income tax consequences to the Owner Participant and (a Subleaseii) that are not inconsistent with an indemnity against such risk in form and substance reasonably satisfactory ▇▇▇▇▇▇▇▇▇ FACILITY LEASE (L1) ----------------------------- to the rights and obligations of the Lessee and the Sublessee under this Agreement Owner Participant (without regard to any Minimum Credit Rating or the Integrated Network Deed, and under which:credit support requirement); (i) the Lessee and sublessee shall pay on an After-Tax Basis all reasonable documented out-of-pocket expenses incurred by the Sublessee expressly acknowledge Owner Participant, the rights of Owner Lessor, the Lessor under this Agreement and Lease Indenture Trustee or the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network DeedPass Through Trustees in connection with such sublease; and (iij) the Sublease terminates at sublease does not cause the same time as this Agreement terminates. Facility to become "tax-exempt use property" within the meaning of Section 168(h) of the Code (b) The Parties acknowledge and agree that: (i) unless the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) sublessee shall make a reference payment to the Sublease in this Agreement is a reference only to those terms of such agreement between Owner Participant contemporaneously with the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination execution of the Sublease sublease that, in this Agreement is a reference to the termination reasonable judgment of the operation of those terms of such agreement between Owner Participant, compensates the Lessee and Sublessee which give effect to Owner Participant for the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with adverse tax consequences resulting from the prior written consent classification of the Facility as "tax-exempt use property"). As a condition precedent to such sublease, the Facility Lessee shall provide the Owner Lessor, the Lessee must not: Owner Participant and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee with all documentation in respect of such sublease and an opinion of counsel to the effect that such sublease complies with the provisions of clause (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (d) The Lessee: (i) may assign and transfer all (but not part onlyj) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent of the Lessor Section 20 (such consent not ---------- documentation, counsel and opinion to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges reasonably satisfactory to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iiisuch recipient), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party under this Agreement. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. The Facility Lessee shall have the right to sublease the Undivided Interest without the consent of the Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee if: (a) The Lessor hereby consents the sublessee is a United States Person within the meaning of Section 7701(a)(30) of the Code that (i) is a solvent corporation, partnership, business trust, limited liability company or other person or entity not then subject to bankruptcy proceedings; and (ii) is not involved in material pending or unresolved litigation with the Owner Participant or any of its Affiliates; and (iii) is, or its operating, maintenance and use obligations under the sublease are guaranteed by, or such obligations are contracted to be performed by, an experienced operator of United States based, coal-fired electric generating facilities similar to the Lessee subleasing Facility; (b) the Extension Infrastructure Owner Lessor, the Owner Participant, and so long as the Lessor Notes are outstanding, the Lease Indenture Trustee and the Pass Through Trustees shall have received an opinion of counsel, which opinion of counsel shall be reasonably acceptable to the Sublesseerecipients thereof, immediately upon to the leasing effect that all material regulatory approvals required to enter into the sublease have been obtained; (c) the sublease does not extend beyond the scheduled expiration of that Extension Infrastructure the Basic Lease Term or any Renewal Lease Term then in effect or irrevocably elected by the Lessor Facility Lessee (and may be terminated upon early termination of this Facility Lease) and is expressly subject and subordinate to this Facility Lease; (d) all terms and conditions of this Facility Lease and the other Operative Documents remain in effect and the Facility Lessee remains fully and primarily liable for its obligations under this Facility Lease and the other Operative Documents; (e) no Significant Lease Default or Lease Event of Default shall have occurred and be continuing or be created as a result of such sublease; (f) the sublease prohibits further assignment or subletting; (g) the sublease requires the sublessee to operate and maintain the Undivided Interest (or to cause the Undivided Interest to be operated and maintained) in a manner consistent with this Facility Lease; (h) the Owner Participant shall have received (i) an opinion reasonably satisfactory to it from Owner Participant's Counsel to the Lessee under this Agreement, on terms effect that such sublease should not result in any incremental risk of material adverse federal income tax consequences to the Owner Participant and (a Subleaseii) that are not inconsistent with an indemnity against such risk in form and substance reasonably satisfactory to the rights and obligations of the Lessee and the Sublessee under this Agreement Owner Participant (without regard to any Minimum Credit Rating or the Integrated Network Deed, and under which:credit support requirement); (i) the Lessee and sublessee shall pay on an After-Tax Basis all reasonable documented out-of-pocket expenses incurred by the Sublessee expressly acknowledge Owner Participant, the rights of Owner Lessor, the Lessor under this Agreement and Lease Indenture Trustee or the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network DeedPass Through Trustees in connection with such sublease; and (iij) the Sublease terminates at sublease does not cause the same time as this Agreement terminates. Facility to become "tax-exempt use property" within the meaning of Section 168(h) of the Code (b) The Parties acknowledge and agree that: (i) unless the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) sublessee shall make a reference payment to the Sublease in this Agreement is a reference only to those terms of such agreement between Owner Participant contemporaneously with the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination execution of the Sublease sublease that, in this Agreement is a reference to the termination reasonable judgment of the operation of those terms of such agreement between Owner Participant, compensates the Lessee and Sublessee which give effect to Owner Participant for the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with adverse tax consequences resulting from the prior written consent classification of the Facility as "tax-exempt use property"). As a condition precedent to such sublease, the Facility Lessee shall provide the Owner Lessor, the Lessee must not: Owner Participant and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee with all documentation in respect of such sublease and an opinion of counsel to the effect that such sublease complies with the provisions of clause (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (d) The Lessee: (i) may assign and transfer all (but not part onlyj) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent of the Lessor Section 20 (such consent not ---------- documentation, counsel and opinion to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges reasonably satisfactory to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iiisuch recipient), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party under this Agreement. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. ‌ (a) The Lessor hereby consents to the Lessee subleasing the Extension Infrastructure to the Sublessee, immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under whichParties acknowledge that: (i) the Lessee and the Sublessee expressly acknowledge the rights Queensland Rail’s interest in all or part of the Lessor under this Agreement land on which the Network is located and over which the Integrated Network Deed and that their rights are subject and subordinate to Train Services will operate is or will be held under:‌ (A) the rights of Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Lessor under this Agreement and the Integrated Network DeedSublease, (Land Tenure); and (ii) this agreement is subject to the terms and conditions (including all reservations), whether express or implied, of the Sublease terminates at (or the same time as this Agreement terminatesHead Lease) and any other Land Tenure. (b) The Parties acknowledge and agree thatQueensland Rail must do either or both of the following: (i) give the Sublease will form part of an agreement between the Lessee Access Holder and the Sublessee which extends Operator a copy of any Land Tenure (together with any relevant amendments from time to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(dtime), or with the prior written consent of the Lessor, the Lessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or notify the Access Holder and the Operator of any of its rights or obligations under requirements that the Sublease.Operator must comply with in relation to that Land Tenure (together with any amendments from time to time) (Tenure Requirements).‌ (dc) The LesseeDespite any other clause in this agreement and to the extent that the Operator operates Train Services on any part of the Network on land, or otherwise accesses land, that is the subject of any Land Tenure, the Operator must: (i) may assign observe and transfer comply with all (but not part only) relevant obligations of its rights Queensland Rail under that Land Tenure and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land LicenceTenure Requirements; and (ii) must assign and transfer all not act, omit to act or permit, cause or contribute to any act or omission that may result in Queensland Rail: (A) breaching a term of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land LicenceTenure; or (B) incurring (directly or indirectly) any costs or expenses in complying with a Land Tenure that Queensland Rail would not otherwise have incurred. (d) If there is an inconsistency between the terms of this agreement and the terms of any Land Tenure or Tenure Requirements which means that Queensland Rail or the Operator cannot comply with both this agreement and that Land Tenure or those Tenure Requirements, then the terms of that Land Tenure or those Tenure Requirements (as applicable) prevail to the extent of the inconsistency and the provisions of this agreement will be construed accordingly. (e) Except as provided If Queensland Rail’s rights in clause 3.2(f), or with the prior written consent respect of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (Land Tenure are terminated for any reason other than a Permitted Lien) over the default of Queensland Rail of any agreement that affects Queensland Rail’s use of its rights under the Sublease; or (ii) assign that Land Tenure or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, than by agreement between Queensland Rail and the rights granted directly torelevant land owner, the Sublessee under this Agreement are only obligations and rights of the Sublessee then Queensland Rail may by notice to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, Access Holder and the rights granted directly to, the Sublessee under Operator suspend and/or terminate this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed agreement insofar as it relates to be novated and transferred to the Lessee and will be the obligations and rights that part of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee Network which is responsible (and only responsible) for and liable only for those obligations expressly imposed situated on that Party under this AgreementLand Tenure (in which case the Access Holder’s obligation to pay Access Charges is suspended and/or terminated commensurate with that suspension or termination). (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. (a) The Lessor hereby consents to the Lessee subleasing the Extension Infrastructure to the Sublessee, immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: (i) the Lessee and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with the prior written consent of the Lessor, the Lessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (d) The Lessee: (i) may assign and transfer all (, but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or only with the prior written consent of the Lessor (such and, unless the Lien of the Indenture shall have been discharged in accordance with the terms thereof, the Indenture Trustee) (which consent shall not to be unreasonably withheld withheld) and upon receipt by the Lessor of an Officer s Certificate of Bayer addressed to the Lessor pursuant to which Bayer expressly consents to the proposed sublease and the sublessor, shall be entitled to sublease all or delayed or given subject a portion of the Units to unreasonable conditions), the Sublessee must not: a business entity (each a "Permitted Sublease") so long as: (i) create on the effective date of any such sublease, no Lease Default or allow Lease Event of Default has occurred and is continuing and such sublessee is not subject to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Subleasebankruptcy, insolvency or similar proceedings; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly onsublease, and the rights granted and interest of any sublessee thereunder, shall be in all events subject and subordinate to this Lease and the rights and interests of the Lessor and its respective successors and assigns hereunder, and the Lessee shall remain primarily and directly to, liable for the Sublessee under this Agreement are only performance of its obligations and hereunder; (iii) any sublease shall not be for a term which extends beyond the Lease Term; (iv) such sublease will prohibit further subleasing by the sublessee; (v) all filings of any such sublease necessary to protect the rights of the Sublessee Lessor (including, without limitation, filings necessary to comply with Section 7) and the Lien of the Indenture shall have been made in a timely fashion; (vi) without limiting the foregoing clause (ii), any such sublease shall include appropriate provision (whether by requiring such obligations to be performed by the sublessee, the Lessee or both) for the operation, maintenance and insurance in accordance with the terms hereof of the Units subleased thereby; (vii) any sublease of any Unit shall require that each Unit subject to such sublease shall at all times be located on the Premises; and (viii) the Lessor (and, unless the Lien of the Indenture shall have been discharged in accordance with the terms thereof, the Indenture Trustee) shall be satisfied that the Bayer Letter and, prior to the extent thatexpiration thereof pursuant to its terms, the Bayer Support Agreement, as the case may be, remain fully in effect after giving effect to any such sublease. No sublease shall permit the sublessee thereunder to take any action inconsistent with the terms of this Lease or any other Operative Agreement. The Lessee shall provide to the Lessor and the Indenture Trustee not less than 30 days prior written notice of such sublease, such notice to identify the sublessee and to specify the term of the sublease and confirm that the location at which any Unit or Units are to be used under the sublease is at the Premises. In addition, if the term of any sublease exceeds one year, the Lessee shall promptly, and only for so long asin any event within 45 days of the execution and delivery of such sublease, deliver a true, correct and complete copy of such sublease to the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, Lessor and the rights granted directly toIndenture Trustee. Throughout the term of any such sublease, all of the Sublessee under terms and provisions of this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed Lease shall continue to be novated applicable thereto and transferred to no such sublease shall relieve the Lessee of any of its liabilities or obligations hereunder, which shall be and will be the obligations remain those of a principal and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party under this Agreementnot a surety. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. Provided Lessor shall not have declared the -------- Lease to be in default (a) The Lessor hereby consents to the Lessee subleasing the Extension Infrastructure to the Sublessee, immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network DeedLease shall be deemed to have been declared in default) pursuant to Section 15.1 hereof, and Lessee shall be entitled, without the prior approval of Lessor, to enter into a sublease for any Unit or Units (pursuant to a car service contract or otherwise) to, or to grant permission for the use thereof under which: car contracts by, (i) a railroad company or companies incorporated under the Lessee and the Sublessee expressly acknowledge the rights laws of the Lessor United States of America or any state thereof or the District of Columbia, Canada or any province thereof, or Mexico or any state thereof, upon lines of railroad owned or operated by such railroad company or companies or over which such railroad company or companies have trackage rights or rights for operation of their trains, and upon connecting and other carriers in the usual interchange of traffic or (ii) responsible companies (i.e., a company with which Lessee would do business in the ordinary course of Lessee's business with respect to railcars which it owns, leases or manages) other than railroad companies for use in their business (leases to such sublessees being herein referred to as "Permitted Subleases") provided, however, ------------------- ----------------- that Lessee shall not sublease more than 15% of the Units to a sublessee formed under this Agreement and the Integrated Network Deed and laws of Mexico or any state thereof. All subleases shall include appropriate provisions so that their rights are such subleases, (i) shall in all events be subject and subordinate to this Lease and the rights and interests of Lessor and its respective successors and assigns hereunder and shall confirm such subordination by a provision substantially in the form currently contained in Lessee's standard car service contract delivered to Lessor under this Agreement and the Integrated Network Deed; and Indenture Trustee prior to the Closing Date, or otherwise as satisfactory to Lessor and the Indenture Trustee, (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form part of an agreement between the Lessee and the Sublessee shall not be for a term which extends to matters other than just beyond the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee Basic Term and Sublessee which give effect to the Sublease any agreed upon Renewal Term, and is not a reference to any other terms of such agreement; and (iii) shall not include any term or provision which could reasonably be expected to result in material adverse consequences to Lessor, Owner Participant or the Indenture Trustee. In the event Lessee desires to sublease one or more Units for a reference term which extends beyond the Basic Term or any agreed upon Renewal Term, Lessee will have the option to replace such Unit on or prior to the termination expiration of the Sublease Basic Term or any Renewal Term, with another Unit in this Agreement is a reference accordance with and subject to the termination provisions of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(dSection 11.2(i), or with the prior written consent of the Lessor, the Lessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease11.3 and 11. (d) The Lessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party under this Agreement. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. (a) The Lessor hereby consents to Except in accordance with the following conditions, the Lessee subleasing shall not sublease the Extension Infrastructure to Facility without the Sublessee, immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: (i) the Lessee and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with the prior written consent of the Lessor, the Owner Participant and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee: (a) the sublessee is (i) a United States person within the meaning of Section 7701(a)(30) of the Code, (ii) solvent and not subject to bankruptcy proceedings, (iii) not involved in any material litigation with the Owner Participant, and (iv) an experienced, reputable operator of electric generating assets, or its operating and maintenance obligations under the sublease are guaranteed by an experienced, reputable operator of electric generating assets; (b) the sublease does not have a term of more than 10 years and during the Lease Basic Term does not extend beyond the date 36 months prior to the expiration of the Lease Basic Term (and may be terminated upon early termination of this Lease) and is expressly subject and subordinated to this Lease; (c) all terms and conditions of this Lease and the other Operative Documents remain in effect and the Lessee must not:remains fully and primarily liable for its obligations under this Lease and the other Operative Documents; (d) no Lease Material Default or Lease Event of Default shall have occurred and be then continuing; (e) the sublease prohibits further assignment or subletting; (f) the sublease requires the sublessee to operate and maintain the Facility in a manner consistent with this Lease; (g) such sublease shall not cause the property to become "tax-exempt use property" within the meaning of Section 168(h) of the Code (unless the Lessee shall make a payment to the Owner Participant contemporaneously with the execution of such sublease that in the judgment of the Owner Participant compensates the Owner Participant for the adverse tax consequences resulting from the classification of the property as "tax-exempt use property"); (h) the Lessor, the Owner Participant, the Indenture Trustee and the Pass Through Trustees shall have received (i) all documentation in respect of such sublease and (ii) an opinion of counsel to the effect that all regulatory approvals relating to such sublease have been obtained and that such sublease complies with the provisions of this Section 19 (such documentation, counsel and opinion to be in form, scope and substance satisfactory to such recipients); 44 49 (i) all amounts to be paid under the sublease are deposited directly into the Revenue Account; (j) the rights of the Lessee as sublessor under the sublease are collaterally assigned as security to the Lessor; (i) create the execution of the sublease does not result in any (A) diminution in any then applicable projected Pro Forma Coverage Ratios for the remainder of the Lease Term beyond a de minimis amount and in no event below any Required Coverage Ratio or allow (B) reduction in cash flows available to subsist a Security Interest the Lessee (other than a Permitted Lienas though the Lessee had not subleased the Facility) over as calculated by the then applicable Pro Forma projections for the balance of the Lease Term or (C) downgrade in any then current rating of its rights under the SubleasePass Through Certificates (as confirmed in writing by the Rating Agencies); or (ii) assign or transfer rental payments under the sublease exceed all Basic Rent payments; and (iii) there is no prepayment of rent or any of its rights other lump sum or obligations advance payments payable to the Lessee under the Sublease. (d) The Lessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licencesublease; and (iil) must assign and transfer all of its rights and obligations under the Sublease Lessee shall have concurrently subleased the Related Facility pursuant to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent terms of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions)Related Leases. The Lessee shall pay, on an After-Tax Basis, all reasonable costs and expenses incurred by the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this AgreementLessor, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this AgreementOwner Participant, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, Indenture Trustee and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for Pass Through Trustees in connection with any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party under this Agreementsublease or proposed sublease. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. Except for the Permitted Subleases, Tenant may not sublease, license or grant concession rights as to (for convenience in this ARTICLE 25, “sublease”) any portion of the Premises without the Port’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be given if the proposed subtenant is financially capable of performing the obligations of the Tenant under this Agreement for the portion of the Premises or portion of the Term being subleased. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed subtenant, including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed subtenant and the proposed documentation for the transfer as described below. In determining whether to grant such a consent to a sublease, the Port may consider all factors which Lessor reasonably determines in good faith are relevant to its decision. Within twenty (20) days after receipt of all required information, the Port shall, in its sole discretion, elect one of the following: (a) The Lessor hereby consents to consent to such proposed sublease or (b) to refuse such consent. Any such sublease shall be subject to all of the Lessee subleasing the Extension Infrastructure to the Sublesseecovenants, immediately upon the leasing conditions, agreements and terms of that Extension Infrastructure this Agreement. 25.1.1 No sublease by the Lessor to the Lessee Tenant shall relieve Tenant of any obligation under this Agreement, on terms including Tenant’s obligation to pay Base Rent, fees or Additional Rent hereunder. Any purported sublease contrary to the provisions hereof (a Subleaseor for which consent is not specifically obtained) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: (i) the Lessee and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are shall be void. Any sublease shall specifically be subject and subordinate at all times to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with the prior written consent of the Lessor, the Lessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (d) The Lessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer to all of its rights covenants, agreements, terms, provisions, and obligations conditions. 25.1.2 Tenant agrees that any sublease will contain a provision in substance that if there is any termination whatsoever of this Agreement then the subtenant, licensee or concessionaire, at the request of the Port, will attorn to the Port and the subtenant, licensee or concessionaire, if the Port so requests, shall continue in effect with the Port. Nothing herein shall be deemed to require the Port to accept such attornment. 25.1.3 Tenant further agrees that any sublease will contain a provision in substance requiring each and every subtenant, licensee or concessionaire to maintain commercial liability insurance protecting against claims for bodily injury including death, personal injury and property damage in such amounts, and on such forms, as is commercially reasonable in light of the then-existing insurance and real estate markets. 25.1.4 Tenant agrees that the Port is not, and will not be, responsible for the payment of any brokerage commissions, or finder’s fees or similar charges of any nature in connection with any sublease, and ▇▇▇▇▇▇ agrees to indemnify and hold the Port harmless from and against any claims liability, losses or expenses, including reasonable attorneys’ fees, incurred by the Port in connection with any claims for a commission by any broker or agent in connection with any sublease (including any direct relationship with any subtenant, licensee or concessionaire that may result by way of attornment). 25.1.5 Subject to the terms of a Leasehold Mortgage, in the event that any portion of the Premises is sublet or occupied by anyone other than Tenant, the Port may, upon the default of Tenant, collect rent from the subtenant, licensee, concessionaire or occupant and apply the amount collected to the Rent reserved under the Sublease to a person to whom it assigns or transfers any terms of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party without thereby affecting Tenant’s liability under this Agreement. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. The Parties acknowledges that: Queensland Rail’s interest in all or part of the land on which the Network is located and over which the Train Services will operate is or will be held under: the Sublease; or a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (a) The Lessor hereby consents Land Tenure); and this agreement is subject to the Lessee subleasing the Extension Infrastructure to the Sublesseeterms and conditions (including all reservations), immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreementwhether express or implied, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: (i) the Lessee and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease (or the Head Lease) and any other Land Tenure. Queensland Rail must do either or both of the following: give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or notify the Access Holder and the Operator of any requirements that the Operator must comply with in relation to that Land Tenure (together with any amendments from time to time) (Tenure Requirements). Despite any other clause in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with the prior written consent of the Lessor, the Lessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (d) The Lessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent thatthat the Operator operates Train Services on any part of the Network on land, and only for so long asor otherwise accesses land, that is the subject of any Land Tenure, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the Operator must: observe and comply with all relevant obligations imposed directly on, of Queensland Rail under that Land Tenure and the rights granted Tenure Requirements; and not act, omit to act or permit, cause or contribute to any act or omission that may result in Queensland Rail: breaching a term of any Land Tenure; or incurring (directly to, or indirectly) any costs or expenses in complying with a Land Tenure that Queensland Rail would not otherwise have incurred. If there is an inconsistency between the Sublessee under terms of this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee agreement and the Sublessee is responsible terms of any Land Tenure or Tenure Requirements which means that Queensland Rail or the Operator cannot comply with both this agreement and that Land Tenure or those Tenure Requirements, then the terms of that Land Tenure or those Tenure Requirements (and only responsibleas applicable) for and liable only for those obligations expressly imposed on that Party under this Agreement. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee prevail to the extent of the inconsistency and the provisions of this agreement will be construed accordingly. If Queensland Rail’s rights in respect of the Land Tenure are terminated for any reason other than the default of Queensland Rail of any agreement that affects Queensland Rail’s use of that Land Tenure or other than by agreement between Queensland Rail and the relevant land owner, then Queensland Rail may by notice to the Access Holder and the Operator suspend and/or terminate this agreement insofar as it relates to that part of Network which is situated on that Land Tenure (in which case the Access Holder’s obligation to pay Access Charges is suspended and/or terminated commensurate with that suspension or termination). The Access Holder may (acting reasonably) notify Queensland Rail that it believes that: Queensland Rail has entered into an access agreement with another Network Participant for a Train service whose characteristics are alike and are provided to service the same end market that transports the same commodity in the same geographic area as a Train Service is provided (Like Train Service); and the access charges applicable to the Like Train Service have been developed in contravention of the price differentiation provisions under the relevant Access Undertaking’s pricing principles that applied to the development of those access charges (Price Differentiation Provisions), and only provide Queensland Rail with reasons why the Access Holder considers this to be the case. Within 20 Business Days after receiving such a notice, Queensland Rail must notify the Access Holder: whether it agrees that the access agreement with the other Network Participant is for so long asa Like Train Service including, the Sublease is on footif it does not agree, its reasons; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. (a) The Lessor hereby consents to the Lessee subleasing the Extension Infrastructure to the Sublessee, immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under whichParties acknowledges that: (i) the Lessee and the Sublessee expressly acknowledge the rights Queensland Rail’s interest in all or part of the Lessor under this Agreement land on which the Network is located and over which the Integrated Network Deed and that their rights are subject and subordinate to Train Services will operate is or will be held under: (A) the rights of Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Lessor under this Agreement and the Integrated Network DeedSublease, (Land Tenure); and (ii) this agreement is subject to the terms and conditions (including all reservations), whether express or implied, of the Sublease terminates at (or the same time as this Agreement terminatesHead Lease) and any other Land Tenure. (b) The Parties acknowledge and agree thatQueensland Rail must do either or both of the following: (i) give the Sublease will form part of an agreement between the Lessee Access Holder and the Sublessee which extends Operator a copy of any Land Tenure (together with any relevant amendments from time to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(dtime), or with the prior written consent of the Lessor, the Lessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or notify the Access Holder and the Operator of any of its rights or obligations under requirements that the SubleaseOperator must comply with in relation to that Land Tenure (together with any amendments from time to time) (Tenure Requirements). (dc) The LesseeDespite any other clause in this agreement and to the extent that the Operator operates Train Services on any part of the Network on land, or otherwise accesses land, that is the subject of any Land Tenure, the Operator must: (i) may assign observe and transfer comply with all (but not part only) relevant obligations of its rights Queensland Rail under that Land Tenure and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land LicenceTenure Requirements; and (ii) must assign and transfer all not act, omit to act or permit, cause or contribute to any act or omission that may result in Queensland Rail: (A) breaching a term of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land LicenceTenure; or (B) incurring (directly or indirectly) any costs or expenses in complying with a Land Tenure that Queensland Rail would not otherwise have incurred. (d) If there is an inconsistency between the terms of this agreement and the terms of any Land Tenure or Tenure Requirements which means that Queensland Rail or the Operator cannot comply with both this agreement and that Land Tenure or those Tenure Requirements, then the terms of that Land Tenure or those Tenure Requirements (as applicable) prevail to the extent of the inconsistency and the provisions of this agreement will be construed accordingly. (e) Except as provided If Queensland Rail’s rights in clause 3.2(f), or with the prior written consent respect of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (Land Tenure are terminated for any reason other than a Permitted Lien) over the default of Queensland Rail of any agreement that affects Queensland Rail’s use of its rights under the Sublease; or (ii) assign that Land Tenure or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, than by agreement between Queensland Rail and the rights granted directly torelevant land owner, the Sublessee under this Agreement are only obligations and rights of the Sublessee then Queensland Rail may by notice to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, Access Holder and the rights granted directly to, the Sublessee under Operator suspend and/or terminate this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed agreement insofar as it relates to be novated and transferred to the Lessee and will be the obligations and rights that part of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee Network which is responsible (and only responsible) for and liable only for those obligations expressly imposed situated on that Party under this AgreementLand Tenure (in which case the Access Holder’s obligation to pay Access Charges is suspended and/or terminated commensurate with that suspension or termination). (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. Except as set forth in Section 25.4 below, Tenant may not sublease, license or grant concession rights as to (for convenience in this ARTICLE 25, “sublease”) any portion of the Premises without the Port’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be given if the proposed subtenant is financially capable of performing the obligations of the Tenant under this Agreement for the portion of the Premises or portion of the Term being subleased. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed subtenant, including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed subtenant and the proposed documentation for the transfer as described below. In determining whether to grant such a consent to a sublease, the Port may consider all factors which Lessor reasonably determines in good faith are relevant to its decision. Within twenty (20) days after receipt of all required information, the Port shall, in its sole discretion, elect one of the following: (a) The Lessor hereby consents to consent to such proposed sublease or (b) to refuse such consent. Any such sublease shall be subject to all of the Lessee subleasing the Extension Infrastructure to the Sublesseecovenants, immediately upon the leasing conditions, agreements and terms of that Extension Infrastructure this Agreement. 25.1.1 No sublease by the Lessor to the Lessee Tenant shall relieve Tenant of any obligation under this Agreement, on terms including Tenant’s obligation to pay Base Rent, fees or Additional Rent hereunder. Any purported sublease contrary to the provisions hereof (a Subleaseor for which consent is not specifically obtained) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: (i) the Lessee and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are shall be void. Any sublease shall specifically be subject and subordinate at all times to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with the prior written consent of the Lessor, the Lessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (d) The Lessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer to all of its rights covenants, agreements, terms, provisions, and obligations conditions. 25.1.2 Tenant agrees that any sublease will contain a provision in substance that if there is any termination whatsoever of this Agreement then the subtenant, licensee or concessionaire, at the request of the Port, will attorn to the Port and the subtenant, licensee or concessionaire, if the Port so requests, shall continue in effect with the Port. Nothing herein shall be deemed to require the Port to accept such attornment. 25.1.3 Tenant further agrees that any sublease will contain a provision in substance requiring each and every subtenant, licensee or concessionaire to maintain commercial liability insurance protecting against claims for bodily injury including death, personal injury and property damage in such amounts, and on such forms, as is commercially reasonable in light of the then-existing insurance and real estate markets. 25.1.4 ▇▇▇▇▇▇ agrees that the Port is not, and will not be, responsible for the payment of any brokerage commissions, or finder’s fees or similar charges of any nature in connection with any sublease, and ▇▇▇▇▇▇ agrees to indemnify and hold the Port harmless from and against any claims liability, losses or expenses, including reasonable attorneys’ fees, incurred by the Port in connection with any claims for a commission by any broker or agent in connection with any sublease (including any direct relationship with any subtenant, licensee or concessionaire that may result by way of attornment). 25.1.5 In the event that any portion of the Premises is sublet or occupied by anyone other than Tenant, the Port may, upon the default of Tenant, collect rent from the subtenant, licensee, concessionaire or occupant and apply the amount collected to the Rent reserved under the Sublease to a person to whom it assigns or transfers any terms of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party without thereby affecting Tenant’s liability under this Agreement. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. (a) The Lessor hereby consents to Except in accordance with the following conditions, the Lessee subleasing shall not sublease the Extension Infrastructure to Facility without the Sublessee, immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: (i) the Lessee and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with the prior written consent of the Lessor, the Owner Participant and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee: (a) the sublessee is (i) a United States person within the meaning of Section 7701(a)(30) of the Code, (ii) solvent and not subject to bankruptcy proceedings, (iii) not involved in any material litigation with the Owner Participant, and (iv) an experienced, reputable operator of electric generating assets, or its operating and maintenance obligations under the sublease are guaranteed by an experienced, reputable operator of electric generating assets; (b) the sublease does not have a term of more than 10 years and during the Lease Basic Term does not extend beyond the date 36 months prior to the expiration of the Lease Basic Term (and may be terminated upon early termination of this Lease) and is expressly subject and subordinated to this Lease; (c) all terms and conditions of this Lease and the other Operative Documents remain in effect and the Lessee must not:remains fully and primarily liable for its obligations under this Lease and the other Operative Documents; (d) no Lease Material Default or Lease Event of Default shall have occurred and be then continuing; (e) the sublease prohibits further assignment or subletting; (f) the sublease requires the sublessee to operate and maintain the Facility in a manner consistent with this Lease; (g) such sublease shall not cause the property to become "tax-exempt use property" within the meaning of Section 168(h) of the Code (unless the Lessee shall make a payment to the Owner Participant contemporaneously with the execution of such sublease that in the judgment of the Owner Participant compensates the Owner Participant for the adverse tax consequences resulting from the classification of the property as "tax-exempt use property"); (h) the Lessor, the Owner Participant, the Indenture Trustee and the Pass Through Trustees shall have received (i) all documentation in respect of such sublease and (ii) an opinion of counsel to the effect that all regulatory approvals relating to such sublease have been obtained and that such sublease complies with the provisions of this Section 19 (such documentation, counsel and opinion to be in form, scope and substance satisfactory to such recipients); (i) create or allow all amounts to subsist a Security Interest (other than a Permitted Lien) over any of its rights be paid under the Sublease; orsublease are deposited directly into the Revenue Account; (iij) assign or transfer all or any the rights of its rights or obligations the Lessee as sublessor under the Sublease. (d) The Lessee:sublease are collaterally assigned as security to the Lessor; (i) may assign the execution of the sublease does not result in any (A) diminution in any then applicable projected Pro Forma Coverage Ratios for the 45 50 remainder of the Lease Term beyond a de minimis amount and transfer all in no event below any Required Coverage Ratio or (but B) reduction in cash flows available to the Lessee (as though the Lessee had not part onlysubleased the Facility) as calculated by the then applicable Pro Forma projections for the balance of its rights and obligations the Lease Term or (C) downgrade in any then current rating of the Pass Through Certificates (as confirmed in writing by the Rating Agencies); (ii) rental payments under the Sublease sublease exceed all Basic Rent payments; and (iii) there is no prepayment of rent or any other lump sum or advance payments payable to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations Lessee under this Agreement, the Integrated Network Deed and any Land Licencesublease; and (iil) must assign and transfer all of its rights and obligations under the Sublease Lessee shall have concurrently subleased the Related Facility pursuant to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent terms of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions)Related Leases. The Lessee shall pay, on an After-Tax Basis, all reasonable costs and expenses incurred by the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this AgreementLessor, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this AgreementOwner Participant, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, Indenture Trustee and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for Pass Through Trustees in connection with any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party under this Agreementsublease or proposed sublease. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. The Facility Lessee shall have the right to sublease the Undivided Interest without the consent of the Owner Lessor, the Owner Participant, the Security Agent or the Lease Indenture Trustee if: (a) The Lessor hereby consents to the Lessee subleasing sublessee is a United States Person within the Extension Infrastructure to the Sublessee, immediately upon the leasing meaning of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a SubleaseSection 7701(a)(30) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: Code that (i) the Lessee is a solvent corporation, partnership, business trust, limited liability company or other person or entity not then subject to bankruptcy proceedings; and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) is not involved in material pending or unresolved litigation with the Sublease terminates at Owner Participant or any of its Affiliates; and (iii) is, or its operating, maintenance and use obligations under the same time as this Agreement terminates.sublease are guaranteed by, or such obligations are contracted to be performed by, an experienced operator of United States based, coal-fired electric generating facilities similar to the Facility; (b) The Parties acknowledge Owner Lessor, the Owner Participant, so long as the Lessor Notes are outstanding, the Security Agent and agree the Bondholder Trustee shall have received an opinion of counsel, which opinion of counsel shall be reasonably acceptable to the recipients thereof, to the effect that all material regulatory approvals required to enter into the sublease have been obtained; (c) the sublease does not extend beyond the scheduled expiration of the Basic Lease Term or any Renewal Lease Term then in effect or irrevocably elected by the Facility Lessee (and may be terminated upon early termination of this Facility Lease) and is expressly subject and subordinate to this Facility Lease; (d) all terms and conditions of this Facility Lease and the other Operative Documents and Project Documents remain in effect and the Facility Lessee remains fully and primarily liable for its obligations under this Facility Lease, the other Operative Documents and Project Documents; (e) no Lease Default or Lease Event of Default shall have occurred and be continuing or be created as a result of such sublease; (f) the sublease prohibits further assignment or subletting; (g) the sublease requires the sublessee to operate and maintain the Undivided Interest (or to cause the Undivided Interest to be operated and maintained) in a manner consistent with this Facility Lease; (h) the sublease does not cause the Facility to become "tax-exempt use property" within the meaning of Section 168(h) of the Code (unless the Facility Lessee shall make a payment to the Owner Participant contemporaneously with the execution of the sublease that:, in the reasonable judgment of the Owner Participant, compensates the Owner Participant for the adverse tax consequences resulting from the classification of the Facility as "tax-exempt use property"); (i) Neither the Sublease will form part of an agreement between sublease nor the Lessee sublessee shall jeopardize the Owner Lessor's, the Owner Participant's and the Sublessee which extends Lender or Bondholder Trustee's exemption from regulation under PUHCA and other laws relating to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreementelectric utilities, generators, wholesalers or retailers; and (iiij) the Facility sublessee shall pay all reasonable documented out-of-pocket expenses incurred by the other Lease Financing Parties in connection with such sublease. As a reference condition precedent to such sublease, the termination of Facility Lessee shall provide the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with the prior written consent of the Owner Lessor, the Lessee must not: (i) create Owner Participant and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture shall not have been terminated or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (d) The Lessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreementdischarged, the Integrated Network Deed Security Agent with all documentation in respect of such sublease and any Land Licence; and (ii) must assign and transfer all an opinion of its rights and obligations under counsel to the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or effect that such sublease complies with the prior written consent provisions of the Lessor this Section 19 (such consent not documentation, counsel and opinion to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges reasonably satisfactory to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iiisuch recipient), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party under this Agreement. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. (a) The Lessor hereby consents 81.1 Notwithstanding anything to the Lessee subleasing the Extension Infrastructure to the Sublesseecontrary contained herein, immediately upon the leasing of Tenant acknowledges that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (Lease is a Sublease) that are not inconsistent with the rights and obligations sublease of the Lessee demised premises and is subject and subordinate to all of the Sublessee under this Agreement or the Integrated Network Deedterms, covenants, conditions, agreements and under which: provisions in (i) the Lessee lease dated March 1, 1920 between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and the Sublessee expressly acknowledge the rights landlord and Standard Oil Company of the Lessor under this Agreement New York, as tenant (“Prime Ground Lease”) and the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at sub-lease dated November 30, 1989 between Mobil Oil Corporation, (successor in interest to Standard Oil Company of New York) as sub-landlord and Independence Partners, (Landlord’s predecessor-in-interest), as sub-tenant, (“Ground Lease”) (such lease and sublease as the same time as this Agreement terminateshave been amended and assigned are hereinafter severally and collectively called the “Superior Documents”). (b) The Parties acknowledge 81.2 Anything in this Lease to the contrary notwithstanding, if there exists a breach by Landlord of any of its obligations under this Lease caused solely by a corresponding breach by the lessor under any Superior Document of its obligations thereunder, then and in such event, Tenant’s sole remedy against Landlord in the event of any such breach of obligations under this Lease, shall be the right to pursue a claim at Tenant’s sole cost and expense in the name of Landlord against such lessor. Landlord agrees that it will, at Tenant’s expense, cooperate with Tenant in the pursuit of such claim. 81.3 Landlord and Tenant agree that: (i) that the Sublease will leasehold estate created by this Lease shall not merge with any other estate held by Landlord or an affiliate of Landlord in the property of which the demised premises form a part or any other interest of an agreement between Landlord in the Lessee demised premises and the Sublessee which extends Building, unless Landlord shall expressly elect to matters other than just have such estates merge. 81.4 Tenant agrees (a) in the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms event of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease Superior Documents, this Lease shall not terminate or be terminable by Tenant, (b) in the event of any foreclosure action by the holder of the Superior Mortgage, this Agreement is a reference to Lease shall not terminate or be terminable by Tenant by reason of the termination of the operation of those terms of Superior Documents unless Tenant is specifically named and joined in any such agreement between the Lessee action and Sublessee which give effect to the Subleaseunless a judgment is obtained against Tenant, whether or not such agreement in its entirety has been terminated. and (c) Except in the event the Superior Documents are terminated as provided in clause 3.2(d)aforesaid, or with the prior written consent of the Lessor, the Lessee must not: (i) create or allow and a “new lease” is granted. Tenant shall attorn to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all Landlord or any of its rights or obligations under Successor Landlord as the Subleasecase may be. (d) The Lessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party under this Agreement. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. (a) The Lessor hereby consents to the Lessee subleasing the Extension Infrastructure to the Sublessee, immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: (i) the Lessee and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form : Queensland Rail’s interest in all or part of an agreement between the Lessee land on which the Network is located and over which the Sublessee which extends to matters Train Services will operate is or will be held under: the Sublease; or a lease, easement, licence, statutory right or other arrangement or right other than just the Sublease; , (ii) a reference Land Tenure); and this agreement is subject to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and conditions (iii) a reference to the termination including all reservations), whether express or implied, of the Sublease (or the Head Lease) and any other Land Tenure. Queensland Rail must do either or both of the following: give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or notify the Access Holder and the Operator of any requirements that the Operator must comply with in relation to that Land Tenure (together with any amendments from time to time) (Tenure Requirements). Despite any other clause in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d), or with the prior written consent of the Lessor, the Lessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (d) The Lessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. (f) The Sublessee: (i) may assign and transfer all (but not part only) of its rights and obligations under the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this Agreement, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to each other Party that: (i) certain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent thatthat the Operator operates Train Services on any part of the Network on land, and only for so long asor otherwise accesses land, that is the subject of any Land Tenure, the Sublease is on foot; (iii) if the Sublease terminates for any reason, the Operator must: observe and comply with all relevant obligations imposed directly on, of Queensland Rail under that Land Tenure and the rights granted Tenure Requirements; and not act, omit to act or permit, cause or contribute to any act or omission that may result in Queensland Rail: breaching a term of any Land Tenure; or incurring (directly to, or indirectly) any costs or expenses in complying with a Land Tenure that Queensland Rail would not otherwise have incurred. If there is an inconsistency between the Sublessee under terms of this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates; and (iv) each of the Lessee agreement and the Sublessee is responsible terms of any Land Tenure or Tenure Requirements which means that Queensland Rail or the Operator cannot comply with both this agreement and that Land Tenure or those Tenure Requirements, then the terms of that Land Tenure or those Tenure Requirements (and only responsibleas applicable) for and liable only for those obligations expressly imposed on that Party under this Agreement. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee prevail to the extent of the inconsistency and the provisions of this agreement will be construed accordingly. If Queensland Rail’s rights in respect of the Land Tenure are terminated for any reason other than the default of Queensland Rail of any agreement that affects Queensland Rail’s use of that Land Tenure or other than by agreement between Queensland Rail and the relevant land owner, then Queensland Rail may by notice to the Access Holder and the Operator suspend and/or terminate this agreement insofar as it relates to that part of Network which is situated on that Land Tenure (in which case the Access Holder’s obligation to pay Access Charges is suspended and/or terminated commensurate with that suspension or termination). The Access Holder may (acting reasonably) notify Queensland Rail that it believes that: Queensland Rail has entered into an access agreement with another Network Participant for a Train service whose characteristics are alike and are provided to service the same end market as a Train Service is provided (Like Train Service); and the access charges applicable to the Like Train Service have been developed in contravention of the price differentiation provisions under the relevant Access Undertaking’s pricing principles that applied to the development of those access charges (Price Differentiation Provisions), and only provide Queensland Rail with reasons why the Access Holder considers this to be the case. Within 20 Business Days after receiving such a notice, Queensland Rail must notify the Access Holder: whether it agrees that the access agreement with the other Network Participant is for so long asa Like Train Service including, the Sublease is on footif it does not agree, its reasons; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.

Sublease. (a) The Lessor hereby consents to the Lessee subleasing the Extension Infrastructure to the Sublessee, immediately upon the leasing of that Extension Infrastructure by the Lessor to the Lessee under this Agreement, on terms (a Sublease) that are not inconsistent with the rights and obligations of the Lessee and the Sublessee under this Agreement or the Integrated Network Deed, and under which: (i) the Lessee and the Sublessee expressly acknowledge the rights of the Lessor under this Agreement and the Integrated Network Deed and that their rights are subject and subordinate to the rights of the Lessor under this Agreement and the Integrated Network Deed; and (ii) the Sublease terminates at the same time as this Agreement terminates. (b) The Parties acknowledge and agree that: (i) the Sublease will form part of an agreement between the Lessee and the Sublessee which extends to matters other than just the Sublease; (ii) a reference to the Sublease in this Agreement is a reference only to those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease and is not a reference to any other terms of such agreement; and (iii) a reference to the termination of the Sublease in this Agreement is a reference to the termination of the operation of those terms of such agreement between the Lessee and Sublessee which give effect to the Sublease, whether or not such agreement in its entirety has been terminated. (c) Except as provided in clause 3.2(d)for herein, Lessee shall not sublet the Premises or with any part thereof to any third party (other than affiliates of Lessee) without the prior written consent of Lessors, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the Lessorforegoing, Lessee is permitted, without obtaining Lessors' consent, to sublease the Lessee must not: Premises in part to any third party so long as the aggregate amount of space so subleased within the Hospital does not exceed thirty percent (i30%) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer total square footage of the Hospital. Any sublease of all or any portion of its the Premises shall provide that it is subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of termination of this Lease, Lessors may, at Lessors' option, take over all of the right, title and interest of Lessee, as sublessor under such sublease, and the sublessee under such sublease shall, at Lessors' option, attorn, to Lessors and Lessors shall acknowledge sublessee's rights in, to and under such sublease, except that neither Lessors nor any mortgagee of the Land, as holder of a mortgage or obligations as Lessors under the Sublease. this Lease if such mortgagee succeeds to that position, shall (a) be liable for any act or omission of Lessee under such sublease, (b) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such sublessee against Lessee, (c) be bound by any previous modification of such sublease, (d) The Lessee: (i) may assign and transfer all (but not part only) be bound by any covenant of its rights and obligations under Lessee to undertake or complete any construction project on the Sublease to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under this AgreementPremises, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (e) Except as provided in clause 3.2(f), or with the prior written consent be required to account for any security deposit of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) create or allow to subsist a Security Interest (sublessee other than a Permitted Lien) over any of its rights under the Sublease; or (ii) assign or transfer all or any of its rights or obligations under the Sublease. security deposit actually delivered to Lessors by Lessee, (f) The Sublessee: (i) may assign be bound by any obligation to make any payment to such sublessee or grant any credits, except for services, repairs, maintenance and transfer all (but not part only) of its rights and obligations restoration provided for under the Sublease sublease to a person to whom it assigns or transfers at be performed after the same time all (but not part only) date of its rights and obligations under this Agreementsuch attornment, the Integrated Network Deed and any Land Licence; and (ii) must assign and transfer all of its rights and obligations under the Sublease to a person to whom it assigns or transfers any of its rights or obligations under this Agreement, the Integrated Network Deed or any Land Licence. (g) The Lessor agrees be responsible for any monies owing by Lessors to the credit of Lessee, or (h) be required to remove any person occupying the Premises or any part thereof; and acknowledges such sublease shall provide that the sublessee thereunder shall, at the request of Lessors, execute a suitable instrument in confirmation of such agreement so to each other Party that: (i) certain obligations are imposed directly onattorn to Lessors. No subletting shall in any way impair the continuing primary liability of Lessee hereunder, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; no consent (ii) except as provided in clause 3.2(g)(iii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease consent is on foot; (iiirequired) if the Sublease terminates for to any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained subletting in clause 15.2(e)) a particular instance shall be deemed to be novated and transferred to the Lessee and will be the obligations and rights a waiver of the Lessee on and from obligation to obtain the date Lessors' written approval in the Sublease terminates; and (iv) each case of any other or further subletting. No assignment, subletting or occupancy shall affect the permitted use of the Lessee and the Sublessee is responsible (and only responsible) for and liable only for those obligations expressly imposed on that Party under Premises. Any subletting, assignment or other transfer of Lessee's interest in this AgreementLease in contravention of this Section 8.2 shall be voidable at Lessors' option. (h) The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement are only obligations and rights of the Sublessee to the extent that, and only for so long as, the Sublease is on foot; and (ii) if the Sublease terminates for any reason, the obligations imposed directly on, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) be deemed to be novated and transferred to the Lessee and will be the obligations and rights of the Lessee on and from the date the Sublease terminates.