Common use of Sublease Clause in Contracts

Sublease. (a) The Parties acknowledge that: (i) 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: (A) the Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure); and (ii) this agreement is subject to the terms and conditions (including all reservations), whether express or implied, of the Sublease (or the Head Lease) and any other Land Tenure. (b) Queensland Rail must do either or both of the following: (i) give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or (ii) 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). (c) Despite 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) observe and comply with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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) 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).

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) Queensland Rail’s interest in all or the Sublease will form part of an agreement between the land on Lessee and the Sublessee which extends to matters other than just the Network Sublease; (ii) a reference to the Sublease in this Agreement is located a reference only to those terms of such agreement between the Lessee and over Sublessee which give effect to the Train Services will operate 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 will be held undernot 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: (Ai) create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Sublease; or (Bii) a lease, easement, licence, statutory right assign or other arrangement transfer all or right other than 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 Tenure)Licence; and (ii) this agreement is subject to the terms must assign and conditions (including transfer all reservations), whether express or implied, 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 Head Lease) and Integrated Network Deed or any other Land TenureLicence. (be) Queensland Rail must do either Except as provided in clause 3.2(f), or both with the prior written consent of the followingLessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee must not: (i) give create or allow to subsist a Security Interest (other than a Permitted Lien) over any of its rights under the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time)Sublease; or (ii) notify assign or transfer all or any of its rights or obligations under 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)Sublease. (cf) Despite 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 mustThe Sublessee: (i) observe may assign and comply with transfer all relevant (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 Queensland Rail its rights and obligations under that this Agreement, the Integrated Network Deed and any Land Tenure and the Tenure RequirementsLicence; and (ii) not actmust 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, omit the Integrated Network Deed or any Land Licence. (g) The Lessor agrees and acknowledges to act or permit, cause or contribute to any act or omission that may result in Queensland Raileach other Party that: (Ai) breaching a term of any Land Tenure; orcertain obligations are imposed directly on, and certain rights are granted directly to, the Sublessee under this Agreement while the Sublease is on foot; (Bii) incurring 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 or indirectlyon, and the rights granted directly to, the Sublessee under this Agreement will (except for the obligation contained in clause 15.2(e)) any costs or expenses in complying with a Land Tenure 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 Queensland Rail would not otherwise have incurredParty under this Agreement. (dh) If there is an inconsistency between The Lessee agrees and acknowledges to each other Party that: (i) except as provided in clause 3.2(h)(ii), the terms of this agreement obligations imposed directly on, and the terms rights granted directly to, the Sublessee under this Agreement are only obligations and rights 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 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 inconsistency Lessee on and from the provisions of this agreement will be construed accordinglydate the Sublease terminates. (e) 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).

Sublease. Except as provided in this Section 19.1, the Facility Lessee shall not assign, transfer or sublease all or any portion of its rights in the Owner Lessor's Undivided Interest under this Facility Lease. Pursuant to the provisions of the Operative Documents, the Facility Lessee shall have the right to sublease the Undivided Interest without the consent of any other Lease Financing Party if: (a) The Parties acknowledge the EME Guarantee, the Reimbursement Agreement and the EME OP Guarantee remain in full force and effect; (b) the sublessee (i) is a solvent corporation, partnership, business trust, limited liability company or other entity (but not individuals) not subject to bankruptcy proceedings, (ii) is not involved in material litigation with the Owner Participant, 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, reputable operator of electric generating assets similar to the Facility; (c) the sublease does not extend beyond the scheduled expiration of the applicable Basic Lease Term or any Renewal Lease Term then in effect or already elected by the Facility Lessee (and may be terminated upon early termination of the Facility Lease) and is expressly subject and subordinate to the Facility Lease; (d) all terms and conditions of the Facility Lease and the other Operative Documents remain in effect and the Facility Lessee remains fully and primarily liable for its obligations thereunder but subject to Section 17.2 of this Facility Lease and Section 18.19 of the Participation Agreement; (e) no Lease Event of Default under the Facility Lease shall have occurred and be continuing; (f) the sublease prohibits further assignment or subletting; (g) the sublease requires the sublessee to operate and maintain the Undivided Interest in a manner not less favorable than that required under the Facility Lease and the other Operative Documents; (h) the sublessee does not cause the Facility to become "tax-exempt use property" within the meaning of Section 168(h) of the Code (unless the Facility sublessee shall make a payment to the Owner Participant contemporaneously with the execution of the sublease that:, in reasonable judgement of the Owner Participant, compensates such Owner Participant for the adverse tax consequences resulting from the classification of the Facility as "tax-exempt use property"); (i) Queensland Rail’s interest in the Owner Lessor (and so long as the Lessor Notes are outstanding, the Pass-Through Trustee and the Lease Indenture Trustee) shall have received an opinion of counsel, which opinion of counsel shall be reasonably acceptable to each such recipient, to the effect that 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:regulatory approvals required to enter into such sublease shall have been obtained; (Aj) the Sublease; or (B) a lease, easement, licence, statutory right or Facility sublessee shall pay all reasonable documented out-of-pocket expenses incurred by the other arrangement or right other than the Sublease, (Land Tenure)Lease Financing Parties in connection with such sublease; and (iik) this agreement is subject the Owner Participant shall have received an opinion reasonably satisfactory to it from Hunton & ▇▇▇▇▇▇▇▇ or from a nationally recognized tax counsel selected by the Owner Participant and reasonably acceptable to the terms and conditions (including all reservations)Facility Lessee, whether express or implied, of the Sublease (or the Head Lease) and any other Land Tenure. (b) Queensland Rail must do either or both of the following: (i) give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or (ii) 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). (c) Despite any other clause in this agreement and to the extent effect that the Operator operates Train Services on such sublease would not result in any part of the Network on landmaterial indemnified, or otherwise accesses landany unindemnified, that is incremental tax risk to the subject of any Land TenureOwner Participant. As a condition precedent to such sublease, the Operator must: (i) observe Facility Lessee shall provide the Owner Lessor, the Owner Participant, and, so long as the Lessor Notes are outstanding, the Lease Indenture Trustee and comply Pass Through Trustees with all relevant obligations documentation in respect of Queensland Rail under that Land Tenure such sublease and the Tenure Requirements; and (ii) 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 an opinion of any Land Tenure; 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 counsel to the extent of the inconsistency and effect that such sublease complies with the provisions of this agreement will Section 19.1 (such documentation, counsel and opinion to be construed accordingly. (e) 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 reasonably satisfactory 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 terminationsuch recipients).

Sublease. Provided Lessor shall not have declared the -------- Lease to be in default (aor the Lease shall be deemed to have been declared in default) The Parties acknowledge that: pursuant to Section 15.1 hereof, 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 car contracts by, (i) Queensland Rail’s interest in all a railroad company or part companies incorporated under the laws of the land on which United States of America or any state thereof or the Network is located and 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 Train Services will operate is usual interchange of traffic or will be held under: (A) the Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure); and (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 the laws of Mexico or any state thereof. All subleases shall include appropriate provisions so that such subleases, (i) shall in all events be subject and subordinate to this agreement is 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 and the Indenture Trustee prior to the Closing Date, or otherwise as satisfactory to Lessor and the Indenture Trustee, (ii) shall not be for a term which extends beyond the Basic Term and any agreed upon Renewal Term, 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 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 expiration of the Basic Term or any Renewal Term, with another Unit in accordance with and subject to the terms and conditions (including all reservationsprovisions of Section 11.2(i), whether express or implied, of the Sublease (or the Head Lease) 11.3 and any other Land Tenure11. (b) Queensland Rail must do either or both of the following: (i) give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or (ii) 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). (c) Despite 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) observe and comply with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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) 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).

Sublease. The Lessee, but only with the prior written consent of the Lessor (aand, unless the Lien of the Indenture shall have been discharged in accordance with the terms thereof, the Indenture Trustee) The Parties acknowledge that: (which consent shall not be unreasonably 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 a portion of the Units to a business entity (each a "Permitted Sublease") so long as: (i) Queensland Rail’s interest in all on the effective date of any such sublease, no Lease Default or part Lease Event of the land on which the Network Default has occurred and is located continuing and over which the Train Services will operate such sublessee is not subject to any bankruptcy, insolvency or will be held under: (A) the Subleasesimilar proceedings; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure); and (ii) any sublease, and the rights and interest of any sublessee thereunder, shall be in all events subject and subordinate to this agreement is Lease and the rights and interests of the Lessor and its respective successors and assigns hereunder, and the Lessee shall remain primarily and directly liable for the performance of its obligations 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 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 and conditions (including all reservations)thereof, whether express or implied, of the Sublease (or the Head LeaseIndenture Trustee) and any other Land Tenure. (b) Queensland Rail must do either or both of the following: (i) give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or (ii) notify the Access Holder and the Operator of any requirements shall be satisfied that the Operator must comply with in relation to that Land Tenure (together with any amendments from time to time) (Tenure Requirements). (c) Despite any other clause in this agreement and Bayer Letter and, prior 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 Tenureexpiration thereof pursuant to its terms, the Operator must: (i) observe and comply with all relevant obligations of Queensland Rail under that Land Tenure and Bayer Support Agreement, as the Tenure Requirements; and (ii) not actcase may be, omit to act or permit, cause or contribute remain fully in effect after giving effect to any act or omission that may result in Queensland Rail: (A) breaching a term of such sublease. No sublease shall permit the sublessee thereunder to take any Land Tenure; or (B) incurring (directly or indirectly) any costs or expenses in complying action inconsistent with a Land Tenure that Queensland Rail would not otherwise have incurred. (d) If there is an inconsistency between the terms of this agreement Lease or any other Operative Agreement. The Lessee shall provide to the Lessor and the terms 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 Land Tenure or Tenure Requirements which means that Queensland Rail or sublease exceeds one year, the Operator cannot comply with both this agreement Lessee shall promptly, and that Land Tenure or those Tenure Requirementsin any event within 45 days of the execution and delivery of such sublease, then deliver a true, correct and complete copy of such sublease to the Lessor and the Indenture Trustee. Throughout the term of any such sublease, all of 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 Lease shall continue to be construed accordingly. (e) If Queensland Rail’s rights in respect of applicable thereto and no such sublease shall relieve the Land Tenure are terminated for any reason other than the default of Queensland Rail Lessee of any agreement that affects Queensland Rail’s use of that Land Tenure its liabilities or other than by agreement between Queensland Rail obligations hereunder, which shall be and the relevant land owner, then Queensland Rail may by notice to the Access Holder remain those of a principal 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)not a surety.

Sublease. (a) The Parties acknowledge that: (i) : 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: (A) : the Sublease; or (B) or a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure); and (ii) and this agreement is subject to the terms and conditions (including all reservations), whether express or implied, of the Sublease (or the Head Lease) and any other Land Tenure. (b) . Queensland Rail must do either or both of the following: (i) : give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or (ii) 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). (c) . Despite 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) : observe and comply with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) and 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 any Land Tenure; or (B) or 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) . 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 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 a Like Train Service including, if it does not agree, its reasons; and

Sublease. (a) The Parties acknowledge that: (i) Queensland Rail’s interest Effective on the Effective Date, as defined in all or part of Section 3(b), through and including January 31, 2004, Pharmacia subleases to Metrum-D the land on which the Network is located and over which the Train Services will operate is or will be held under: (A) the Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure); and (ii) this agreement is subject to Premises under the terms and conditions (including all reservations), whether express or implied, of the Sublease (Lease as if Pharmacia were the "Landlord" and Metrum-D the "Tenant" thereunder, other than as modified herein as to rent and other matters, excluding, however, any options under Articles XXVII and XXIX of the Lease, which options are hereby exclusively reserved to Pharmacia. Effective on the Effective Date, through and including January 31, 2004, Metrum-D accepts the sublease and further covenants and agrees to pay and perform and abide by all of the covenants, terms, conditions, agreements and other obligations on the part of the Tenant to be performed, paid or observed under the Head Lease) Lease as relates to the Premises, other than as modified herein as to rent and other matters. Notwithstanding anything herein to the contrary, Metrum- D's covenants, agreements and obligations hereunder shall relate only to the Premises and not to any other Land Tenureportion of the Leased Premises. (b) Queensland Rail must do either The Premises are subleased to Metrum-D in their present condition by Pharmacia, without representation or both of the following: warranty, express or implied, subject and subordinate to (i) give the Access Holder all easements, agreements, covenants and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or recorded matters, (ii) notify all taxes not yet due and payable, and (iii) all applicable zoning rules, restrictions, regulations, resolutions and ordinances and building restrictions and governmental regulations now or hereafter in effect. Metrum-D has examined the Access Holder Lease and the Operator of any requirements that Premises and the Operator must comply with in relation title to that Land Tenure (together with any amendments from time to time) (Tenure Requirements)each and has found the same satisfactory. (c) Despite any Pharmacia will continue to pay all rent and other clause in this agreement and monetary obligations required by the Lease 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) observe and comply with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; or (B) incurring (directly or indirectly) any costs or expenses in complying with a Land Tenure that Queensland Rail would not otherwise have incurredLandlord. (d) If there is an inconsistency Metrum-D shall make payment of all rents and other sums due under this Sublease directly to Pharmacia. All notices, reports, negotiations and any other miscellaneous matters may be accomplished by direct dealing between the terms of this agreement Metrum-D and the terms Landlord, provided that Metrum-D shall send a copy of any Land Tenure such notices or Tenure Requirements which means that Queensland Rail other correspondence or the Operator cannot comply with both this agreement and that Land Tenure reports sent or those Tenure Requirements, then the terms of that Land Tenure or those Tenure Requirements (as applicable) prevail received to the extent of the inconsistency and the provisions of this agreement will be construed accordinglyPharmacia. (e) If Queensland Rail’s rights in respect For each and every term 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 Lease as relates to the Access Holder Premises, Metrum-D shall be deemed to be "Tenant" thereunder. Metrum-D acknowledges that it has received and reviewed a copy of said Lease. Metrum-D agrees that, except for issues relating to rent and Lease Term, after obtaining the Operator suspend and/or terminate this agreement insofar consent of the Landlord as contemplated by Section 3(a)(ii) hereof, it will look primarily to Landlord and not to Pharmacia for satisfaction of all rights and obligations under the Lease. (f) Metrum-D shall periodically render to Pharmacia reports showing that the Lease as relates to that part the Premises is being kept free from default by Metrum-D. Such reports shall be provided on a quarterly basis, commencing three months after the Effective Date, within thirty days of Network which is situated on that Land Tenure the close of each quarterly period. Additionally, Metrum-D shall notify Pharmacia immediately in the event Metrum-D permits any default (in which case or alleged or possible default) under the Access Holder’s obligation Lease as relates to pay Access Charges is suspended and/or terminated commensurate with that suspension or termination)the Premises to occur.

Sublease. (a) The Parties acknowledge acknowledges that: (i) 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: (A) the Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure); and (ii) this agreement is subject to the terms and conditions (including all reservations), whether express or implied, of the Sublease (or the Head Lease) and any other Land Tenure. (b) Queensland Rail must do either or both of the following: (i) give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or (ii) 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). (c) Despite 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) observe and comply with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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) 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).

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 Parties acknowledge that: to consent to such proposed sublease or (ib) Queensland Rail’s interest in to refuse such consent. Any such sublease shall be subject to all or part of the land covenants, conditions, agreements and terms of this Agreement. 25.1.1 No sublease by Tenant shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, fees or Additional Rent hereunder. Any purported sublease contrary to the provisions hereof (or for which consent is not specifically obtained) shall be void. Any sublease shall specifically be subject and subordinate at all times to this Agreement, and to all of its covenants, agreements, terms, provisions, and 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 which such forms, as is commercially reasonable in light of the Network then-existing insurance and real estate markets. 25.1.4 Tenant agrees that the Port is located not, and over which will not be, responsible for the Train Services will operate is payment of any brokerage commissions, or will be held under: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). (A) the Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure); and (ii) this agreement is subject 25.1.5 Subject to the terms and conditions (including all reservations)of a Leasehold Mortgage, whether express or implied, in the event that any portion of the Sublease (Premises is sublet or occupied by anyone other than Tenant, the Head Lease) Port may, upon the default of Tenant, collect rent from the subtenant, licensee, concessionaire or occupant and any other Land Tenure. (b) Queensland Rail must do either or both of apply the following: (i) give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or (ii) 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). (c) Despite any other clause in this agreement and amount collected 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) observe and comply with all relevant obligations of Queensland Rail Rent reserved under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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 Agreement, but without thereby affecting Tenant’s liability under 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 accordinglyAgreement. (e) 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).

Sublease. 81.1 Notwithstanding anything to the contrary contained herein, Tenant acknowledges that this Lease is a sublease of the demised premises and is subject and subordinate to all of the terms, covenants, conditions, agreements and provisions in (i) the lease dated March 1, 1920 between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and landlord and Standard Oil Company of New York, as tenant (“Prime Ground Lease”) and (ii) the 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 have been amended and assigned are hereinafter severally and collectively called the “Superior Documents”). 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 the 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 Landlord in the demised premises and the Building, unless Landlord shall expressly elect to have such estates merge. 81.4 Tenant agrees (a) The Parties acknowledge that: (i) Queensland Rail’s interest in all or part the event of the land on which the Network is located and over which the Train Services will operate is or will be held under: (A) the Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure); and (ii) this agreement is subject to the terms and conditions (including all reservations), whether express or implied, termination of the Sublease (Superior Documents, this Lease shall not terminate or the Head Lease) and any other Land Tenure. be terminable by Tenant, (b) Queensland Rail must do either or both in the event of any foreclosure action by the holder of the following: (i) give Superior Mortgage, this Lease shall not terminate or be terminable by Tenant by reason of the Access Holder termination of the Superior Documents unless Tenant is specifically named and the Operator joined in any such action and unless a copy of any Land Tenure (together with any relevant amendments from time to time); or (ii) notify the Access Holder judgment is obtained against Tenant, 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). (c) Despite any other clause in this agreement and to the extent that event 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) observe and comply with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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) If Queensland Rail’s rights in respect of the Land Tenure Superior Documents are terminated for as aforesaid, and a “new lease” is granted. Tenant shall attorn to Landlord or any reason other than Successor Landlord as 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 case 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)be.

Sublease. Except in accordance with the following conditions, the Lessee shall not sublease the Facility without the 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 Parties acknowledge that: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 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) Queensland Rail’s interest in all or part amounts to be paid under the sublease are deposited directly into the Revenue Account; (j) the rights of the land on which Lessee as sublessor under the Network is located and over which sublease are collaterally assigned as security to the Train Services will operate is or will be held under:Lessor; (i) the execution of the sublease does not result in any (A) diminution in any then applicable projected Pro Forma Coverage Ratios for the Sublease; or 45 50 remainder of the Lease Term beyond a de minimis amount and in no event below any Required Coverage Ratio or (B) a lease, easement, licence, statutory right reduction in cash flows available to the Lessee (as though the Lessee had not subleased the Facility) 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 the Pass Through Certificates (as confirmed in writing by the Rating Agencies); (ii) rental payments under the sublease exceed all Basic Rent payments; and (iii) there is no prepayment of rent or any other arrangement lump sum or right other than advance payments payable to the Sublease, (Land Tenure)Lessee under the sublease; and (iil) this agreement is subject the Lessee shall have concurrently subleased the Related Facility pursuant to the terms and conditions (including all reservations), whether express or implied, of the Sublease (or Related Leases. The Lessee shall pay, on an After-Tax Basis, all reasonable costs and expenses incurred by the Head Lease) and any other Land Tenure. (b) Queensland Rail must do either or both of the following: (i) give the Access Holder Lessor, Owner Participant, Indenture Trustee and the Operator a copy of any Land Tenure (together Pass Through Trustees in connection with any relevant amendments from time to time); or (ii) 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)sublease or proposed sublease. (c) Despite 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) observe and comply with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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) 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).

Sublease. (a) The Parties acknowledge acknowledges that: (i) : 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: (A) : the Sublease; or (B) or a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure); and (ii) and this agreement is subject to the terms and conditions (including all reservations), whether express or implied, of the Sublease (or the Head Lease) and any other Land Tenure. (b) . Queensland Rail must do either or both of the following: (i) : give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or (ii) 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). (c) . Despite 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) : observe and comply with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) and 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 any Land Tenure; or (B) or 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) . 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 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 a Like Train Service including, if it does not agree, its reasons; and

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 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 Facility; (b) The Parties acknowledge Owner Lessor, the Owner Participant, so long as the Lessor Notes are outstanding, the Security Agent and 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) Queensland Rail’s interest in all Neither the sublease nor the sublessee shall jeopardize the Owner Lessor's, the Owner Participant's and the Lender or part of the land on which the Network is located Bondholder Trustee's exemption from regulation under PUHCA and over which the Train Services will operate is other laws relating to electric utilities, generators, wholesalers or will be held under: (A) the Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure)retailers; and (iij) this agreement is subject 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 condition precedent to such sublease, the Facility Lessee shall provide the Owner Lessor, the 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 Security Agent with all documentation in respect of such sublease and an opinion of counsel to the terms and conditions (including all reservations), whether express or implied, of the Sublease (or the Head Lease) and any other Land Tenure. (b) Queensland Rail must do either or both of the following: (i) give the Access Holder and the Operator a copy of any Land Tenure (together effect that such sublease complies with any relevant amendments from time to time); or (ii) 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). (c) Despite 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) observe and comply with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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 Section 19 (such documentation, counsel and opinion to be construed accordingly. (e) 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 reasonably satisfactory 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 terminationeach such recipient).

Sublease. ‌ (a) The Parties acknowledge that: (i) 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:under:‌ (A) the Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure); and (ii) this agreement is subject to the terms and conditions (including all reservations), whether express or implied, of the Sublease (or the Head Lease) and any other Land Tenure. (b) Queensland Rail must do either or both of the following: (i) give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or (ii) 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).Requirements).‌ (c) Despite 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) observe and comply with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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) 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).

Sublease. Except as provided for herein, Lessee shall not sublet the Premises or 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 foregoing, Lessee is permitted, without obtaining Lessors' consent, to sublease the 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 (30%) of the total square footage of the Hospital. Any sublease of all or any portion of 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 as Lessors under this Lease if such mortgagee succeeds to that position, shall (a) The Parties acknowledge that: (i) 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: (A) the Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure); and (ii) this agreement is subject to the terms and conditions (including all reservations), whether express or implied, of the Sublease (or the Head Lease) and any other Land Tenure. (b) Queensland Rail must do either or both of the following: (i) give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or (ii) 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). (c) Despite 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) observe and comply with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) not act, omit to act or permit, cause or contribute to liable for any act or omission that may result in Queensland Rail: of Lessee under such sublease, (Ab) breaching a term 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 any Land Tenure; or (B) incurring (directly or indirectly) any costs or expenses in complying with a Land Tenure that Queensland Rail would not otherwise have incurred. such sublease, (d) If there is an inconsistency between be bound by any covenant of Lessee to undertake or complete any construction project on the terms Premises, (e) be required to account for any security deposit of this the sublessee other than any security deposit actually delivered to Lessors by Lessee, (f) be bound by any obligation to make any payment to such sublessee or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease to be performed after the date of such attornment, (g) 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 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 attorn to Lessors. No subletting shall in any way impair the continuing primary liability of Lessee hereunder, 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 no consent (as applicable) prevail to the extent consent is required) to any subletting in a particular instance shall be deemed to be a waiver of the inconsistency and obligation to obtain the provisions Lessors' written approval in the case of any other or further subletting. No assignment, subletting or occupancy shall affect the permitted use of the Premises. Any subletting, assignment or other transfer of Lessee's interest in this Lease in contravention of this agreement will Section 8.2 shall be construed accordinglyvoidable at Lessors' option. (e) 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).

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 Parties acknowledge that: to consent to such proposed sublease or (ib) Queensland Rail’s interest in to refuse such consent. Any such sublease shall be subject to all or part of the land covenants, conditions, agreements and terms of this Agreement. 25.1.1 No sublease by Tenant shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, fees or Additional Rent hereunder. Any purported sublease contrary to the provisions hereof (or for which consent is not specifically obtained) shall be void. Any sublease shall specifically be subject and subordinate at all times to this Agreement, and to all of its covenants, agreements, terms, provisions, and 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 which such forms, as is commercially reasonable in light of the Network then-existing insurance and real estate markets. 25.1.4 Tenant agrees that the Port is located not, and over which will not be, responsible for the Train Services will operate is payment of any brokerage commissions, or will be held under: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). (A) the Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure); and (ii) this agreement is subject 25.1.5 Subject to the terms and conditions (including all reservations)of a Leasehold Mortgage, whether express or implied, in the event that any portion of the Sublease (Premises is sublet or occupied by anyone other than Tenant, the Head Lease) Port may, upon the default of Tenant, collect rent from the subtenant, licensee, concessionaire or occupant and any other Land Tenure. (b) Queensland Rail must do either or both of apply the following: (i) give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or (ii) 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). (c) Despite any other clause in this agreement and amount collected 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) observe and comply with all relevant obligations of Queensland Rail Rent reserved under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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 Agreement, but without thereby affecting Tenant’s liability under 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 accordinglyAgreement. (e) 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).

Sublease. Except for the Permitted Subleases, Tenant may not sublease, license or grant concession rights as to (for convenience in this Article 26, “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 {00299395.DOC; 1 / 22072 / GRNLSE } 1324356v10 51 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 sublease. In determining whether to grant such a consent to a sublease, the Port may consider all factors which the Port 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 Parties acknowledge that: to consent to such proposed sublease or (ib) Queensland Railto refuse such consent. Any such sublease shall be subject to all of the covenants, conditions, agreements and terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, the foregoing provisions of this Section 26.1), Tenant may, without the Port’s interest in prior written consent, sublease all or part any portion of the land on which Premises but only if such subleases constitute Permitted Subleases as defined in Section 1.45. In connection with the Network Port’s review of any proposed sublease, Tenant shall reimburse the Port up to five thousand dollars ($5,000) in actual out of pocket expenses incurred by the Port related to the Port’s review. 26.1.1 No sublease by Tenant shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, fees or Additional Rent hereunder. Any purported sublease that is located and over which the Train Services will operate is or will be held under: not (A) the Sublease; or (Ba) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, Permitted Sublease (Land Tenureas that term is defined in Section 1.44); andor (b) a sublease for which Tenant has obtained the Port’s consent, shall be void, but all Permitted Subleases shall be valid and effective without the need to obtain any consent or approval of the Port. Any sublease shall specifically be subject and subordinate at all times to this Agreement, and to all of its covenants, agreements, terms, provisions, and conditions. 26.1.2 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. 26.1.3 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, endorsed to name both Tenant and the Port Parties as additional insureds.loss payees. 26.1.4 ▇▇▇▇▇▇ 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 (ii) this agreement is subject including any direct relationship with any subtenant, licensee or concessionaire that may result by way of attornment). {00299395.DOC; 1 / 22072 / GRNLSE } 1324356v10 52 26.1.5 Subject to the terms and conditions (including all reservations)of a Leasehold Mortgage, whether express or implied, in the event that any portion of the Sublease (Premises is sublet or occupied by anyone other than Tenant, the Head Lease) Port may, upon an Event of Default of Tenant, collect rent from the subtenant, licensee, concessionaire or occupant and any other Land Tenure. (b) Queensland Rail must do either or both of apply the following: (i) give the Access Holder and the Operator a copy of any Land Tenure (together with any relevant amendments from time to time); or (ii) 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). (c) Despite any other clause in this agreement and amount collected 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) observe and comply with all relevant obligations of Queensland Rail Rent reserved under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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 Agreement, but without thereby affecting Tenant’s liability under 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 accordinglyAgreement. (e) 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).

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 Parties acknowledge that: (i) Queensland Rail’s interest in all to consent to such proposed sublease 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: (A) the Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure); and (ii) this agreement is subject to the terms and conditions (including all reservations), whether express or implied, of the Sublease (or the Head Lease) and any other Land Tenure. (b) Queensland Rail must do either or both to refuse such consent. Any such sublease shall be subject to all of the following:covenants, conditions, agreements and terms of this Agreement. 25.1.1 No sublease by Tenant shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, fees or Additional Rent hereunder. Any purported sublease contrary to the provisions hereof (ior for which consent is not specifically obtained) give shall be void. Any sublease shall specifically be subject and subordinate at all times to this Agreement, and to all of its covenants, agreements, terms, provisions, and 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 Access Holder subtenant, licensee or concessionaire, at the request of the Port, will attorn to the Port and the Operator 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 copy 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 Land Tenure (together brokerage commissions, or finder’s fees or similar charges of any nature in connection with any relevant amendments sublease, and ▇▇▇▇▇▇ agrees to indemnify and hold the Port harmless from time to time); or (ii) notify and against any claims liability, losses or expenses, including reasonable attorneys’ fees, incurred by the Access Holder and the Operator of any requirements that the Operator must comply with Port in relation to that Land Tenure (together connection with any amendments from time to time) claims for a commission by any broker or agent in connection with any sublease (Tenure Requirementsincluding any direct relationship with any subtenant, licensee or concessionaire that may result by way of attornment). (c) Despite 25.1.5 In the event that any portion of the Premises is sublet or occupied by anyone other clause in this agreement 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 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) observe and comply with all relevant obligations of Queensland Rail Rent reserved under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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 Agreement, but without thereby affecting Tenant’s liability under 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 accordinglyAgreement. (e) 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).

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 Parties acknowledge that: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 Facility; (b) the 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 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 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 effect that such sublease should not result in any incremental risk of material adverse federal income tax consequences to the Owner Participant and (ii) an indemnity against such risk in form and substance reasonably satisfactory ▇▇▇▇▇▇▇▇▇ FACILITY LEASE (L1) ----------------------------- to the Owner Participant (without regard to any Minimum Credit Rating or credit support requirement); (i) Queensland Rail’s interest the sublessee shall pay on an After-Tax Basis all reasonable documented out-of-pocket expenses incurred by the Owner Participant, the Owner Lessor, the Lease Indenture Trustee or the Pass Through Trustees 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: (A) the Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure)connection with such sublease; and (iij) this agreement is subject 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 sublessee shall make a payment to the terms and conditions (including all reservations), whether express or implied, Owner Participant contemporaneously with the execution of the Sublease (or sublease that, in the Head Lease) and any other Land Tenure. (b) Queensland Rail must do either or both reasonable judgment of the following: (i) give Owner Participant, compensates the Access Holder Owner Participant for the adverse tax consequences resulting from the 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 Owner Participant and, so long as the Lessor Notes are outstanding and the Operator a copy Lien of any Land Tenure (together the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee with any relevant amendments from time to time); or (ii) notify the Access Holder all documentation in respect of such sublease and the Operator an opinion 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). (c) Despite any other clause in this agreement and counsel to the extent effect 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) observe and comply such sublease complies with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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 clause (j) of this agreement will Section 20 (such ---------- documentation, counsel and opinion to be construed accordingly. (e) 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 reasonably satisfactory 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 terminationeach such recipient).

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 Parties acknowledge that: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 Facility; (b) the 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 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 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 effect that such sublease should not result in any incremental risk of material adverse federal income tax consequences to the Owner Participant and (ii) an indemnity against such risk in form and substance reasonably satisfactory to the Owner Participant (without regard to any Minimum Credit Rating or credit support requirement); (i) Queensland Rail’s interest the sublessee shall pay on an After-Tax Basis all reasonable documented out-of-pocket expenses incurred by the Owner Participant, the Owner Lessor, the Lease Indenture Trustee or the Pass Through Trustees 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: (A) the Sublease; or (B) a lease, easement, licence, statutory right or other arrangement or right other than the Sublease, (Land Tenure)connection with such sublease; and (iij) this agreement is subject 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 sublessee shall make a payment to the terms and conditions (including all reservations), whether express or implied, Owner Participant contemporaneously with the execution of the Sublease (or sublease that, in the Head Lease) and any other Land Tenure. (b) Queensland Rail must do either or both reasonable judgment of the following: (i) give Owner Participant, compensates the Access Holder Owner Participant for the adverse tax consequences resulting from the 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 Owner Participant and, so long as the Lessor Notes are outstanding and the Operator a copy Lien of any Land Tenure (together the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee with any relevant amendments from time to time); or (ii) notify the Access Holder all documentation in respect of such sublease and the Operator an opinion 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). (c) Despite any other clause in this agreement and counsel to the extent effect 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) observe and comply such sublease complies with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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 clause (j) of this agreement will Section 20 (such ---------- documentation, counsel and opinion to be construed accordingly. (e) 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 reasonably satisfactory 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 terminationeach such recipient).

Sublease. Except in accordance with the following conditions, the Lessee shall not sublease the Facility without the 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 Parties acknowledge that: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 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) Queensland Rail’s interest in all or part the execution of the land on which the Network is located and over which the Train Services will operate is or will be held under: sublease does not result in any (A) diminution in any then applicable projected Pro Forma Coverage Ratios for the Sublease; or remainder of the Lease Term beyond a de minimis amount and in no event below any Required Coverage Ratio or (B) a lease, easement, licence, statutory right reduction in cash flows available to the Lessee (as though the Lessee had not subleased the Facility) 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 the Pass Through Certificates (as confirmed in writing by the Rating Agencies); (ii) rental payments under the sublease exceed all Basic Rent payments; and (iii) there is no prepayment of rent or any other arrangement lump sum or right other than advance payments payable to the Sublease, (Land Tenure)Lessee under the sublease; and (iil) this agreement is subject the Lessee shall have concurrently subleased the Related Facility pursuant to the terms and conditions (including all reservations), whether express or implied, of the Sublease (or Related Leases. The Lessee shall pay, on an After-Tax Basis, all reasonable costs and expenses incurred by the Head Lease) and any other Land Tenure. (b) Queensland Rail must do either or both of the following: (i) give the Access Holder Lessor, Owner Participant, Indenture Trustee and the Operator a copy of any Land Tenure (together Pass Through Trustees in connection with any relevant amendments from time to time); or (ii) 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)sublease or proposed sublease. (c) Despite 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) observe and comply with all relevant obligations of Queensland Rail under that Land Tenure and the Tenure Requirements; and (ii) 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 any Land Tenure; 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) 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).