Common use of Sublease Clause in Contracts

Sublease. Sublessor hereby subleases the entire Premises to Subtenant upon the terms and conditions set forth in this Sublease Agreement. Possession of the Premises shall be delivered to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the contrary contained in this Sublease Agreement or the Master Lease, Subtenant shall be required to surrender the Premises at the end of the term of this Sublease Agreement in good condition and repair, in the condition in which it was delivered to Subtenant, reasonable wear and tear excepted; provided, however, Subtenant shall not have any obligation to make any repairs to any portion of the Premises that was out of repair on the date the Premises will be delivered to Subtenant. As an inducement to enter into this Sublease Agreement, provided Subtenant is not in default under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand and 00/100 Dollars ($40,000.00) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after (a) Sublessor has received a detailed breakdown of the cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent with respect to the Premises. Notwithstanding anything in the Sublease Agreement to the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewith.

Sublease. Sublessor hereby subleases So long as no Specified Default or Event of Default shall have occurred and be continuing, Lessee shall have the entire Premises right, without the prior written consent of Lessor, to Subtenant sublease any Unit to or permit its use by a user incorporated under the federal laws or the laws of any state of the United States, organized under the federal laws or the laws of any province of Canada or organized under the federal laws or the laws of any state of Mexico, for use by such sublessee or user upon lines of railroad owned or operated by Lessee, any Affiliate of Lessee, such sublessee or user or by a railroad company or companies incorporated under the federal laws or laws of any state of the United States, organized under the federal laws or the laws of any province in Canada or organized under the federal laws or the laws of any state of Mexico, over which Lessee, such Affiliate of Lessee, such sublessee or user or such railroad company or companies has trackage or other operating rights, and upon lines of railroad of connecting and other carriers in the usual interchange of traffic or pursuant to through or run-through service agreements; provided such sublessee shall not, at the time of such sublease, be insolvent or subject to insolvency or bankruptcy proceedings. Each sublease shall be subject and subordinate to this Lease (including the duration of the sublease term, which term may not expire after the expiration of the Basic Term or any Renewal Term then in effect) and no such sublease shall contain a purchase option. Lessee shall give Lessor and Indenture Trustee reasonably contemporaneous notice upon entering into a sublease for a period in excess of one year. No sublease shall in any way discharge or diminish any of Lessee’s obligations hereunder, and Lessee shall remain primarily liable hereunder for the performance of all the terms, conditions and provisions of this Lease and the other Lessee Agreements to the same extent as if such sublease had not been entered into. Nothing in this Section 8.3 shall be deemed to constitute permission to any Person in possession of any Unit pursuant to any such sublease to take any action inconsistent with the terms and conditions set forth in this Sublease Agreement. Possession of the Premises shall be delivered to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the contrary contained in this Sublease Agreement or the Master Lease, Subtenant shall be required to surrender the Premises at the end of the term of this Sublease Agreement in good condition and repair, in the condition in which it was delivered to Subtenant, reasonable wear and tear excepted; provided, however, Subtenant shall not have any obligation to make any repairs to any portion of the Premises that was out of repair on the date the Premises will be delivered to Subtenant. As an inducement to enter into this Sublease Agreement, provided Subtenant is not in default under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand and 00/100 Dollars ($40,000.00) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after (a) Sublessor has received a detailed breakdown Lease or any of the cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent with respect to the Premises. Notwithstanding anything in the Sublease Agreement to the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewithOperative Agreements.

Sublease. Sublessor hereby subleases Without the entire Premises prior written consent of Lessor, Lessee may sublease any Unit to Subtenant upon the terms any wholly-owned Subsidiary of Lessee (including without limitation downstream Subsidiaries) or to Piedmont Coca-Cola Bottling Partnership; provided, (a) no Lease Default or Lease Event of Default has occurred and conditions be continuing at such time and (b) such sublease is a Permitted Sublease. Except as otherwise expressly set forth in the immediately preceding sentence, Lessee will not, without the prior written consent of Lessor (which shall be given or withheld in Lessor's reasonable discretion), assign, sublease (provided, unless expressly stated otherwise by Lessor at such time, each such sublease must be a Permitted Sublease) or otherwise transfer its rights or obligations with respect to this Sublease Agreement. Possession Lease, any other Operative Agreement or any of the Premises Equipment and any attempted assignment, sublease or other transfer by Lessee without such Lessor consent shall be delivered to Subtenant in its “as is” condition by Sublessornull and void. Notwithstanding anything to the contrary contained Any sublease referenced in this Sublease Agreement or the Master Lease, Subtenant Lease shall only be required to surrender the Premises deemed a "Permitted Sublease" if at the end time Lessee enters into such sublease, all of the term of this Sublease Agreement in good condition and repair, in the condition in which it was delivered to Subtenant, reasonable wear and tear excepted; provided, however, Subtenant following conditions shall not have any obligation to make any repairs to any portion of the Premises that was out of repair on the date the Premises will be delivered to Subtenant. As an inducement to enter into this Sublease Agreement, provided Subtenant is not in default under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand and 00/100 Dollars ($40,000.00) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after been satisfied: (a) Sublessor has received a detailed breakdown no such sublease by Lessee will (i) adversely affect the insurance coverage provided under Section 12, (ii) reduce any of the cost obligations of Lessee hereunder or under any Operative Agreement or (iii) adversely affect the Subtenant’s Workrights of Lessor hereunder, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, obligations of Lessee hereunder shall be and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid remain primary and shall continue in full force and have waived all liens effect as the obligations of a principal and claims arising as not of a result of such workguarantor or surety, (c) Sublessor has received notarized original final unconditional lien waivers for each such sublease, and the rights and interests of any sublessee thereunder shall in all contractorsevents be expressly subject and subordinate to this Lease, subcontractorsthe rights and interests of Lessor, materialmenthe Holders, suppliers the Lenders, the Bank Lenders and all other persons performing work or supplying materials the Agent (in connection with Subtenant’s Workeach case under the Operative Agreements), (d) if applicable, such sublease shall not include any term or provision which would require or permit the presentation by Subtenant sublessee thereunder to Sublessor of a certificate of occupancy issued by take any actions inconsistent with this Lease or the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessorother Operative Agreements, (e) Subtenant the term of any such sublease shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default no event exceed the then remaining portion of this Sublease Agreement or the AbSci Direct Lease, Term and (f) Subtenant no Lease Default or Lease Event of Default shall have commenced paying Base Rent occurred and be continuing. Lessee hereby grants a Lien to Lessor respecting all right, title and interest of Lessee, now or hereafter arising, in the above-referenced subleases and in connection therewith if Lessor hereafter requests, Lessee will take all actions necessary to perfect and maintain a first priority Lien in favor of Lessor respecting such subleases. Lessee shall make, or cause to be made, in a timely fashion all reasonable filings with respect to any such Permitted Sublease necessary to protect the Premises. Notwithstanding anything rights of Lessor in the Sublease Agreement Unit subject to the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewithsuch Permitted Sublease.

Sublease. Sublessor hereby subleases So long as no Specified Default or Event of Default shall have occurred and be continuing and subject to Lessor’s prior written consent to any sublease for a term in excess of one year to a non-Class I railroad, Lessee shall have the entire Premises right, without the prior written consent of Lessor, to Subtenant sublease any Unit to or permit its use by a user organized under the federal laws or the laws of any state of Mexico, incorporated under the federal laws or the laws of any state of the United States or organized under the federal laws or the laws of any province of Canada, for use by such sublessee or user upon lines of railroad owned or operated by Lessee, any Affiliate of Lessee, such sublessee or user or by a railroad company or companies organized under the federal laws or the laws of any state of Mexico, incorporated under the federal laws or laws of any state of the United States or organized under the federal laws or the laws of any province in Canada, over which Lessee, such Affiliate of Lessee, such sublessee or user or such railroad company or companies has trackage or other operating rights, and upon lines of railroad of connecting and other carriers in the usual interchange of traffic or pursuant to through or run-through service agreements; provided such sublessee shall not, at the time of such sublease, be insolvent or subject to insolvency or bankruptcy proceedings. Each sublease shall be subject and subordinate to this Lease (including the duration of the sublease term, which term may not expire after the expiration of the Basic Term) and no such sublease shall contain a purchase option. No sublease shall in any way discharge or diminish any of Lessee’s obligations hereunder, and Lessee shall remain primarily liable hereunder for the performance of all the terms, conditions and provisions of this Lease and the other Lessee Agreements to the same extent as if such sublease had not been entered into. Nothing in this Section 8.3 shall be deemed to constitute permission to any Person in possession of any Unit pursuant to any such sublease to take any action inconsistent with the terms and conditions set forth in this Sublease Agreement. Possession of the Premises shall be delivered to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the contrary contained in this Sublease Agreement or the Master Lease, Subtenant shall be required to surrender the Premises at the end of the term of this Sublease Agreement in good condition and repair, in the condition in which it was delivered to Subtenant, reasonable wear and tear excepted; provided, however, Subtenant shall not have any obligation to make any repairs to any portion of the Premises that was out of repair on the date the Premises will be delivered to Subtenant. As an inducement to enter into this Sublease Agreement, provided Subtenant is not in default under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand and 00/100 Dollars ($40,000.00) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after (a) Sublessor has received a detailed breakdown Lease or any of the cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent with respect to the Premises. Notwithstanding anything in the Sublease Agreement to the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewithOperative Agreements.

Sublease. Sublessor hereby subleases Lessee shall be entitled, without the entire Premises prior -------- approval of Lessor, to Subtenant upon enter into a sublease for any Unit or Units (pursuant to a Car Service Contract or otherwise) to, or to grant permission for the terms and conditions set forth in this Sublease Agreement. Possession use thereof under car contracts by, (i) a railroad company or companies (that is not a Credit Bankrupt, Lessee Parent or any Affiliate of Lessee Parent) incorporated under the laws of the Premises shall be delivered to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the contrary contained in this Sublease Agreement United States of America or any state thereof or the Master LeaseDistrict of Columbia, Subtenant shall be required to surrender the Premises at the end Canada or any province thereof, or Mexico or any state thereof, upon lines of the term 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 this Sublease Agreement in good condition their trains, and repair, upon connecting and other carriers in the condition usual interchange of traffic, (ii) responsible companies (i.e., a company with which the Manager would do business in the ordinary course of its business with respect to railcars which it was delivered owns or manages) (other than railroad companies, Lessee Parent, Affiliates of Lessee Parent or Credit Bankrupts) for use in their business or (iii) wholly-owned Subsidiaries of Lessee Parent organized under the laws of (x) Canada or any political subdivision thereof (each a "Canadian Affiliate") or (y) Mexico or any political subdivision thereof ------------------ (each a "Mexican Affiliate") (leases to Subtenant, reasonable wear and tear exceptedany of such sublessees being herein referred to as "Permitted Subleases"); provided, however, Subtenant that Lessee shall not have ------------------- -------- ------- (A) sublease to a sublessee organized under the laws of Mexico or any obligation state thereof (a "Mexican Sublessee") if, after giving effect to make any repairs such sublease, the percentage of Units subleased to Mexican Sublessees exceeds the lesser of (i) 9% (or, with written confirmation from the Rating Agencies that, after giving effect to the increase, no lowering or withdrawal of the then current ratings on the Certificates will occur, 20%), or (ii) the percentage of railcars leased or subleased to Mexican Sublessees in the Total Managed Fleet, and (B) sublease more than 50 Equipment Units to any portion single Mexican Sublessee (other than (x) with written confirmation from the Rating Agencies that, after giving effect to such Sublease to such Mexican Affiliate, no lowering or withdrawal of the Premises that was out of repair then current ratings on the date the Premises Certificates will be delivered to Subtenant. As an inducement to enter into this Sublease Agreementoccur, provided Subtenant is not in default under this Sublease Agreementa Mexican Affiliate or (y) a Mexican Sublessee with a credit rating of at least BBB and Baa2 as determined by S&P and Xxxxx'x, Sublessor shall provide Subtenant with an “Improvement Allowance” respectively (or, in the total amount event that either S&P or Xxxxx'x shall not or cease to provide a credit rating for such entity, a credit rating of Forty Thousand and 00/100 Dollars at least BBB or Baa2 by S&P or Xxxxx'x, as the case may be)), provided, further --------- ------- that the Lessee shall not at any time sublease more than 15% ($40,000.00or, with written confirmation from the Rating Agencies that, after giving effect to the increase, no lowering or withdrawal of the then current ratings on the Certificates will occur, 30%) to be used towards of the construction costs associated with Subtenant’s improvements Equipment in the Premises (“Subtenant’s Work”)aggregate to Canadian Affiliates and, which Subtenant’s Work provided, further, that any Unit subleased to a Canadian Affiliate or a Mexican -------- ------- Affiliate shall be performed sub-subleased to Persons of the type described in accordance with plans clause (i) or (ii) of this sentence pursuant to a sub-sublease containing terms and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject conditions similar in all material respects to the applicable alterations sublease between the Lessee and the applicable Canadian Affiliate or Mexican Affiliate. All subleases (and to the extent permitted, sub-subleases) shall include appropriate provisions so that such subleases, (i) shall in all events be subject and subordinate to this Lease and the rights and interests of Lessor and its respective successors and assigns hereunder, shall contain a consent of the sublessee to Lessee's collateral assignment of such sublease and shall confirm such subordination by and consent to assignment by provisions substantially in the form currently contained in Lessee's standard car service contract (including any applicable riders) 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 permit any sub-subleasing, other than sub-subleases by Canadian Affiliates or Mexican Affiliates to Persons of the type described in clauses (i) or (ii) of the immediately preceding sentence containing terms and conditions similar in all material respects to the applicable sublease between the Lessee and the applicable Canadian Affiliate or Mexican Affiliate and shall not permit any sub-sub-subleasing, and (iii) without regard to the payment of Basic Rent or the Lease Term, shall not include any term or provision which is inconsistent with the terms and conditions of this Lease or which could reasonably be expected to result in material adverse consequences to Lessor, any Participant or the Indenture Trustee. Any such sublease shall constitute a "Sublease" forming part of the "Collateral" (as such terms are defined in the Intercreditor Agreement). No sublease entered into by Lessee hereunder shall relieve Lessee of any liability or obligation hereunder, which shall be and remain those of a principal and not a surety. Nothing in this Section 8.3 shall be deemed to constitute permission to any Person in possession of any Unit pursuant to any such sublease to take any action inconsistent with the terms and provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after (a) Sublessor has received a detailed breakdown Lease or any of the cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent with respect to the Premises. Notwithstanding anything in the Sublease Agreement to the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewithOperative Agreements.

Sublease. Sublessor hereby subleases Such lien shall be created by a deed of trust in the entire Premises form attached hereto and made a part hereof as Exhibit D (the “Deed of Trust”). The Deed of Trust shall be a second priority lien (subject to Subtenant a $3,700,000 deed of trust on one of the two legal parcels comprising the Adjacent Parcel), perfected against third parties by recordation against the Adjacent Property, subject only to the lien of real property taxes not yet due and payable and all other matters of record acceptable to QRS, to be evidenced by a policy of title insurance issued by a title insurance company at QRS’ expense concurrent with recordation. Escrow Holder shall be the trustee under the Deed of Trust, and the MBP Security Escrow Agreement shall provide that the Deed of Trust shall be reconveyed by the trustee and removed of record upon the terms first to occur of (i) MBP exercises its right of early termination provided in Section 3.B above prior to the Commencement Date and conditions set forth provides notice thereof to Escrow Holder, (ii) receipt by Escrow Holder into the MBP Escrow Account of $4,000,000 cash (which upon receipt shall constitute the MBP Deposit describe in this Sublease Agreement. Possession Section 5.G below), whether such funds come from the proceeds of sale of the Premises Adjacent Parcel or other funds deposited by or on behalf of MBP, or (iii) delivery to Escrow Holder of the Letter of Credit described in Section 5.J below. At such time as one of the foregoing conditions for release of the Deed of Trust is satisfied, MBP shall deliver written notice to QRS requesting that QRS cause the trustee under the Deed of Trust to reconvey its interest therein to MBP, which notice shall be delivered accompanied by a recordable form of Substitution of Trustee and Reconveyance acceptable to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the contrary contained in this Sublease Agreement or the Master LeaseMBP, Subtenant which form shall be required executed by QRS to surrender permit recordation thereof and returned to MBP for recordation by MBP. If QRS fails to execute and return the Premises at the end form of the term of this Sublease Agreement in good condition and repair, in the condition in which it was delivered reconveyance accompanying such notice to Subtenant, reasonable wear and tear excepted; provided, however, Subtenant shall not have any obligation to make any repairs to any portion of the Premises that was out of repair on the date the Premises will be delivered to Subtenant. As an inducement to enter into this Sublease Agreement, provided Subtenant is not in default under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand and 00/100 Dollars MBP within five ($40,000.005) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) business days after receipt by QRS of such notice from MBP, (a) Sublessor has received a detailed breakdown QRS shall indemnify, defend and hold MBP harmless from all claims, losses, liabilities and damages (including reasonable attorneys fees and costs) suffered or incurred by MBP that arise from QRS’s failure to so cause the trustee under the Deed of the cost of the Subtenant’s WorkTrust to reconvey its interest therein to MBP, and (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant MBP shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent with respect to the Premises. Notwithstanding anything in the Sublease Agreement to the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to terminate this Sublease for such failure by QRS, which failure shall be deemed an Event of Default hereunder, by delivery of written notice to QRS of such election to terminate this Sublease at any credit, abatement or other concession in connection therewithtime prior to QRS’s execution and delivery to MBP of the form of reconveyance referred to above.

Sublease. Sublessor hereby Provided Lessor shall not have declared the Lease -------- to be in default (or the Lease shall be deemed to have been declared in default) 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) a railroad company or companies (that is not a Credit Bankrupt, GATC or any Affiliate thereof) incorporated under the laws of the United States of America or any state thereof or the District of Columbia, Canada or any province thereof, or Mexico or any state thereof, upon lines of railroad owned or operated by such railroad company or companies or over which such railroad company or companies have trackage rights or rights for operation of their trains, and upon connecting and other carriers in the usual interchange of traffic, (ii) responsible companies (i.e., a company with which the Manager would do business in the ordinary course of its business with respect to railcars which it owns, leases or manages) other than railroad companies, GATC, Affiliates of GATC or Credit Bankrupts for use in their business or (iii) wholly-owned Subsidiaries of GATC organized under the laws of (x) Canada or any political subdivision thereof (each a "Canadian Affiliate"), or (y) Mexico or ------------------ any political subdivision thereof (each a "Mexican Affiliate"), (leases to any of such sublessees being herein referred to as "Permitted Subleases"); provided, ------------------- -------- however, that Lessee shall not sublease more than the lesser of 20% of the Units ------- to a sublessee formed under the laws of Mexico or any state thereof or the percentage of railcars subleased to Mexican sublessees in the Total Managed Fleet, and provided and that in no event will Lessee sublease more than 50 Equipment Units to any single Mexican sublessee (other than (x) Mexican Affiliate or (y) a Mexican sublessee with a credit rating of at least BBB- or Baa3 as determined by either of S&P or Xxxxx'x respectively), and provided, --------- further that the Lessee shall not at any time sublease more than 33% of the ------- Equipment in the aggregate to Canadian Affiliates. All subleases (and to the entire Premises extent permitted, sub-subleases) shall include appropriate provisions so that such subleases, (i) shall in all events be subject and subordinate to Subtenant upon this Lease and the rights and interests of Lessor and its respective successors and assigns hereunder, shall contain a consent of the sublease to Lessee's collateral assignment of such sublease and shall confirm such subordination by and consent to assignment by provisions substantially in the form currently contained in Lessee's standard car service contract (including any applicable riders) 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 permit any sub-subleasing, other than sub-subleases by Canadian Affiliates or Mexican Affiliates to Persons of the type described in clauses (i) or (ii) of the immediately preceding sentence containing terms and conditions similar in all material respects to the applicable sublease between the Lessee and the applicable Canadian Affiliate or Mexican Affiliate and not permitting any sub-sub-subleasing ,and (iii) shall not include any term or provision which is inconsistent with the terms and conditions set forth of this Lease (other than the Lease Term) or which could reasonably be expected to result in material adverse consequences to Lessor, any Participant or the Indenture Trustee. No sublease entered into by Lessee hereunder shall relieve Lessee of any liability or obligation hereunder, which shall be and remain those of a principal and not a surety. Nothing in this Sublease Agreement. Possession of the Premises Section 8.3 shall be delivered deemed to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the contrary contained in this Sublease Agreement or the Master Lease, Subtenant shall be required to surrender the Premises at the end of the term of this Sublease Agreement in good condition and repair, in the condition in which it was delivered to Subtenant, reasonable wear and tear excepted; provided, however, Subtenant shall not have any obligation to make any repairs constitute permission to any portion Person in possession of any Unit pursuant to any such sublease to take any action inconsistent with the Premises that was out of repair on the date the Premises will be delivered to Subtenant. As an inducement to enter into this Sublease Agreement, provided Subtenant is not in default under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand terms and 00/100 Dollars ($40,000.00) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after (a) Sublessor has received a detailed breakdown Lease or any of the cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent with respect to the Premises. Notwithstanding anything in the Sublease Agreement to the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewithOperative Agreements.

Sublease. Sublessor hereby subleases The Lessee, but only with the entire Premises to Subtenant upon the terms and conditions set forth in this Sublease Agreement. Possession prior written consent of the Premises shall be delivered to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to Lessor (and, unless the contrary contained in this Sublease Agreement or the Master Lease, Subtenant shall be required to surrender the Premises at the end Lien of the term of this Sublease Agreement in good condition and repair, in the condition in which it was delivered to Subtenant, reasonable wear and tear excepted; provided, however, Subtenant Indenture shall not have any obligation to make any repairs to any portion of the Premises that was out of repair on the date the Premises will be delivered to Subtenant. As an inducement to enter into this Sublease Agreement, provided Subtenant is not in default under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand and 00/100 Dollars ($40,000.00) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after (a) Sublessor has received a detailed breakdown of the cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed discharged in accordance with the plans approved by Sublessorterms thereof, the Indenture Trustee) (e) Subtenant which consent shall not be in arrears with regard 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) on the effective date of any such sublease, no Lease Default or Lease Event of Default has occurred and is continuing and such sublessee is not subject to any rent bankruptcy, insolvency or other charges similar proceedings; (ii) any sublease, and the rights and interest of any sublessee thereunder, shall be in all events subject and subordinate to this Lease and the rights and interests of the Lessor and its respective successors and assigns hereunder, and the Lessee shall remain primarily and directly 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 thereof, the Indenture Trustee) shall be satisfied that the Bayer Letter and, prior to the expiration thereof pursuant to its terms, the Bayer Support Agreement, as the case may be due or owing or otherwise be, remain fully in default effect after giving effect to any such sublease. No sublease shall permit the sublessee thereunder to take any action inconsistent with the terms of this Sublease Agreement Lease or any other Operative Agreement. The Lessee shall provide to the AbSci Direct LeaseLessor and the Indenture Trustee not less than 30 days prior written notice of such sublease, such notice to identify the sublessee and (f) Subtenant shall have commenced paying Base Rent with respect 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. Notwithstanding anything in the Sublease Agreement to the contraryIn addition, if the Sublease Agreement is terminated prior term of any sublease exceeds one year, the Lessee shall promptly, and in any event within 45 days of the execution and delivery of such sublease, deliver a true, correct and complete copy of such sublease to the Expiration Date (as defined below)Lessor and the Indenture Trustee. Throughout the term of any such sublease, Subtenant shall pay to Sublessor a sum equal to the unamortized portion all of the Improvement Allowance, calculated on a straight-line basis over the initial term terms and provisions of this Sublease Agreement Lease shall continue to be applicable thereto and including an eight percent (8.00%) per annum interest rate. Any portion no such sublease shall relieve the Lessee of the Improvement Allowance any of its liabilities or obligations hereunder, which shall be and remain those of a principal and not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewitha surety.

Sublease. Sublessor This Sublease and all the rights of parties hereunder are subject and subordinate to the MASTER LEASE AGREEMENT. Each party agrees that it will not, by its act or omission to act, cause a default under the MASTER LEASE AGREEMENT. In furtherance of the foregoing, the parties hereby subleases confirm, each to the entire Premises to Subtenant upon the terms and conditions set forth other, that it is not practical in this Sublease Agreement. Possession SUBLEASE to enumerate all of the Premises shall be delivered rights and obligations of the various parties under the MASTER LEASE AGREEMENT and specifically to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the contrary contained allocate those rights and obligations in this Sublease Agreement or Sublease. Accordingly, in order to afford to CONTRACTOR the Master Lease, Subtenant shall be required to surrender the Premises at the end of the term benefits of this Sublease Agreement and of those provisions of the MASTER LEASE AGREEMENT which by their nature are intended to benefit the party in good condition possession of the LEASED PREMISES, and repairin order to protect GPA against a default by CONTRACTOR which might cause a default or event of default by GPA under the MASTER LEASE AGREEMENT: Provided CONTRACTOR shall timely pay all charges as due under this Sublease. GPA shall pay, in when and as due, the condition in monthly tank rent lease fee, payable by GPA to OWNER under the MASTER LEASE AGREEMENT; Except as otherwise expressly provided herein, GPA shall perform its covenants and obligations under the MASTER LEASE AGREEMENT which it was delivered do not require for its performance possession of the LEASED PREMISES and which are not otherwise to Subtenantbe performed hereunder by CONTRACTOR on behalf of GPA. Except as otherwise expressly provided herein, reasonable wear CONTRACTOR shall perform all affirmative covenants and tear excepted; providedshall refrain from performing any act which is prohibited by the negative covenants of the MASTER LEASE AGREEMENT, however, Subtenant shall not have any where the obligation to make any repairs to any portion perform or refrain from performing is by its nature imposed upon the party in possession of the Premises that was out Premises. If practicable, CONTRACTOR shall perform affirmative covenants which are also covenants of repair on GPA under the MASTER LEASE AGREEMENT at least five (5) days prior to the date when GPA’s performance is required under the MASTER LEASE AGREEMENT. GPA shall have the right to enter the Premises will be delivered to Subtenant. As an inducement to enter into this Sublease Agreement, provided Subtenant is not in cure any default by CONTRACTOR under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” in Section. GPA hereby grants to CONTRACTOR the total amount of Forty Thousand and 00/100 Dollars ($40,000.00) right to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after (a) Sublessor has received a detailed breakdown receive all of the cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, services and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent benefits with respect to the PremisesLEASED PREMISES which are to be provided by OWNER under the MASTER LEASE AGREEMENT. Notwithstanding anything in GPA shall have no duty to perform any obligations of OWNER which are, by their nature, the Sublease Agreement to the contraryobligation of an OWNER or manager of real property. For example, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant GPA shall not be entitled required to provide the services or repairs which the OWNER is required to provide under the MASTER LEASE AGREEMENT. GPA shall have no responsibility for or be liable to CONTRACTOR for any creditdefault, abatement failure or other concession delay on the part of OWNER in connection therewiththe performance or observance by OWNER of any of its obligations under the MASTER LEASE AGREEMENT, nor shall such default by OWNER affect this Sublease or waive or defer the performance of any of CONTRACTOR’s obligations hereunder except to the extent that such default by OWNER excuses performance by GPA, under the MASTER LEASE AGREEMENT. Notwithstanding the foregoing, the parties contemplate that OWNER shall, in fact, perform its obligations under the MASTER LEASE AGREEMENT and in the event of any default or failure of such performance by OWNER, GPA agrees that it will, upon notice from CONTRACTOR, make demand upon OWNER to perform its obligations under the MASTER LEASE AGREEMENT and, provided that CONTRACTOR specifically agrees to pay all costs and expenses of GPA and provides GPA with security reasonably satisfactory to GPA to pay such costs and expenses, GPA will take appropriate legal action to enforce the MASTER LEASE AGREEMENT.

Sublease. Sublessor hereby subleases Provided Lessor shall not have declared the entire Premises -------- Lease to Subtenant upon be in default (or the terms and conditions set forth Lease shall be deemed to have been declared in this Sublease Agreement. Possession default) 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) a railroad company or companies incorporated under the laws of the Premises shall be delivered to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the contrary contained in this Sublease Agreement United States of America or any state thereof or the Master LeaseDistrict of Columbia, Subtenant shall be required to surrender the Premises at the end Canada or any province thereof, or Mexico or any state thereof, upon lines of the term 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 this Sublease Agreement in good condition their trains, and repair, upon connecting and other carriers in the condition usual interchange of traffic or (ii) responsible companies (i.e., a company with which Lessee would do business in the ordinary course of Lessee's business with respect to railcars which it was delivered owns, leases or manages) other than railroad companies for use in their business (leases to Subtenant, reasonable wear and tear excepted; such sublessees being herein referred to as "Permitted Subleases") provided, however, Subtenant ------------------- ----------------- that Lessee shall not have any obligation to make any repairs to any portion sublease more than 15% of the Premises Units to a sublessee formed under the laws of Mexico or any state thereof. All subleases shall include appropriate provisions so that was out such subleases, (i) shall in all events be subject and subordinate to this Lease and the rights and interests of repair on Lessor and its respective successors and assigns hereunder and shall confirm such subordination by a provision substantially in the date the Premises will be form currently contained in Lessee's standard car service contract delivered to SubtenantLessor 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. As an inducement In the event Lessee desires to enter into this Sublease Agreementsublease one or more Units for a term which extends beyond the Basic Term or any agreed upon Renewal Term, provided Subtenant is not in default under this Sublease AgreementLessee will have the option to replace such Unit on or prior to the expiration of the Basic Term or any Renewal Term, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand and 00/100 Dollars ($40,000.00) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed another Unit in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions of Section 11.2(i), 11.3 and 11.4. Except in connection with an assignment pursuant to a transaction permitted by Section 6.8 of the Participation Agreement, no sublease entered into by Lessee hereunder shall relieve Lessee of any liability or obligation hereunder, which shall be and remain those of a principal and not a surety. Nothing in this Section 8.3 shall be deemed to constitute permission to any Person in possession of any Unit pursuant to any such sublease to take any action inconsistent with the terms and provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after (a) Sublessor has received a detailed breakdown Lease or any of the cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent with respect to the Premises. Notwithstanding anything in the Sublease Agreement to the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewithOperative Agreements.

Sublease. Sublessor hereby subleases So long as no Specified Default or Event of Default shall have occurred and be continuing, Lessee shall have the entire Premises right, without the prior written consent of Lessor, to Subtenant sublease any Unit to or permit its use by a user incorporated under the federal laws or the laws of any state of the United States, organized under the federal laws or the laws of any province of Canada or organized under the federal laws or the laws of any state of Mexico, for use by such sublessee or user upon lines of railroad owned or operated by Lessee, any Affiliate of Lessee, such sublessee or user or by a railroad company or companies incorporated under the federal laws or laws of any state of the United States, organized under the federal laws or the laws of any province in Canada or organized under the federal laws or the laws of any state of Mexico, over which Lessee, such Affiliate of Lessee, such sublessee or user or such railroad company or companies has trackage or other operating rights, and upon lines of railroad of connecting and other carriers in the usual interchange of traffic or pursuant to through or run-through service agreements; provided such sublessee shall not, at the time of such sublease, be insolvent or subject to insolvency or bankruptcy proceedings. Each sublease shall be subject and subordinate to this Lease (including the duration of the sublease term, which term may not expire after the expiration of the Basic Term or any Renewal Term then in effect) and no such sublease shall contain a purchase option. No sublease shall in any way discharge or diminish any of Lessee’s obligations hereunder, and Lessee shall remain primarily liable hereunder for the performance of all the terms, conditions and provisions of this Lease and the other Lessee Agreements to the same extent as if such sublease had not been entered into. Nothing in this Section 8.3 shall be deemed to constitute permission to any Person in possession of any Unit pursuant to any such sublease to take any action inconsistent with the terms and conditions set forth in this Sublease Agreement. Possession of the Premises shall be delivered to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the contrary contained in this Sublease Agreement or the Master Lease, Subtenant shall be required to surrender the Premises at the end of the term of this Sublease Agreement in good condition and repair, in the condition in which it was delivered to Subtenant, reasonable wear and tear excepted; provided, however, Subtenant shall not have any obligation to make any repairs to any portion of the Premises that was out of repair on the date the Premises will be delivered to Subtenant. As an inducement to enter into this Sublease Agreement, provided Subtenant is not in default under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand and 00/100 Dollars ($40,000.00) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after (a) Sublessor has received a detailed breakdown Lease or any of the cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent with respect to the Premises. Notwithstanding anything in the Sublease Agreement to the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewithOperative Agreements.

Sublease. Sublessor hereby subleases Provided Lessor shall not have declared the entire Premises Lease to Subtenant upon be in default (or the terms and conditions set forth Lease shall be deemed to have been declared in this Sublease Agreement. Possession default) 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) a railroad company or companies incorporated under the laws of the Premises shall be delivered to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the contrary contained in this Sublease Agreement United States of America or any state thereof or the Master LeaseDistrict of Columbia, Subtenant shall be required to surrender the Premises at the end Canada or any province thereof, or Mexico or any state thereof, upon lines of the term 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 this Sublease Agreement in good condition their trains, and repair, upon connecting and other carriers in the condition usual interchange of traffic or (ii) responsible companies (i.e., a company with which Lessee would do business in the ordinary course of Lessee's business with respect to railcars which it was delivered owns, leases or manages) other than railroad companies for use in their business (leases to Subtenant, reasonable wear and tear excepted; such sublessees being herein referred to as "Permitted Subleases") provided, however, Subtenant that Lessee shall not have any obligation to make any repairs to any portion sublease more than 15% of the Premises Units to a sublessee formed under the laws of Mexico or any state thereof. All subleases shall include appropriate provisions so that was out such subleases, (i) shall in all events be subject and subordinate to this Lease and the rights and interests of repair on Lessor and its respective successors and assigns hereunder and shall confirm such subordination by a provision substantially in the date the Premises will be form currently contained in Lessee's standard car service contract delivered to SubtenantLessor 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. As an inducement In the event Lessee desires to enter into this Sublease Agreementsublease one or more Units for a term which extends beyond the Basic Term or any agreed upon Renewal Term, provided Subtenant is not in default under this Sublease AgreementLessee will have the option to replace such Unit on or prior to the expiration of the Basic Term or any Renewal Term, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand and 00/100 Dollars ($40,000.00) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed another Unit in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions of Section 11.2(i), 11.3 and 11.4. Except in connection with an assignment pursuant to a transaction permitted by Section 6.8 of the Participation Agreement, no sublease entered into by Lessee hereunder shall relieve Lessee of any liability or obligation hereunder, which shall be and remain those of a principal and not a surety. Nothing in this Section 8.3 shall be deemed to constitute permission to any Person in possession of any Unit pursuant to any such sublease to take any action inconsistent with the terms and provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after (a) Sublessor has received a detailed breakdown Lease or any of the cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent with respect to the Premises. Notwithstanding anything in the Sublease Agreement to the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewithOperative Agreements.

Sublease. Sublessor hereby subleases So long as no Specified Default or Event of Default shall have occurred and be continuing, Lessee shall have the entire Premises right, without the prior written consent of Lessor, to Subtenant sublease any Unit to or permit its use by a user incorporated under the federal laws or the laws of any state of the United States, organized under the federal laws or the laws of any province of Canada or organized under the federal laws or the laws of any state of Mexico, for use by such sublessee upon lines of railroad owned or operated by Lessee, any Affiliate of Lessee, such sublessee or by a railroad company or companies incorporated under the federal laws or laws of any state of the United States, organized under the federal laws or the laws of any province in Canada or organized under the federal laws or the laws of any state of Mexico, over which Lessee, such Affiliate of Lessee, such sublessee or such railroad company or companies has trackage or other operating rights, and upon lines of railroad of connecting and other carriers in the usual interchange of traffic or pursuant to through or run-through service agreements; provided such sublessee shall not, at the time of such sublease, be insolvent or subject to insolvency or bankruptcy proceedings. Each sublease shall be subject and subordinate to this Lease (including the duration of the sublease term, which term may not expire after the expiration of the Basic Term or any Renewal Term then in effect) and no such sublease shall contain a purchase option. Lessee shall give Lessor and Indenture Trustee reasonably contemporaneous notice upon entering into a sublease for a period in excess of one year. Each such sublease shall be entered into on the expectation that no Unit shall operate outside of the U.S. for more than 90 days in any calendar year. No sublease shall in any way discharge or diminish any of Lessee’s obligations hereunder, and Lessee shall remain primarily liable hereunder for the performance of all the terms, conditions and provisions of this Lease and the other Lessee Agreements to the same extent as if such sublease had not been entered into. Nothing in this Section 8.3 shall be deemed to constitute permission to any Person in possession of any Unit pursuant to any such sublease to take any action inconsistent with the terms and conditions set forth in this Sublease Agreement. Possession of the Premises shall be delivered to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the contrary contained in this Sublease Agreement or the Master Lease, Subtenant shall be required to surrender the Premises at the end of the term of this Sublease Agreement in good condition and repair, in the condition in which it was delivered to Subtenant, reasonable wear and tear excepted; provided, however, Subtenant shall not have any obligation to make any repairs to any portion of the Premises that was out of repair on the date the Premises will be delivered to Subtenant. As an inducement to enter into this Sublease Agreement, provided Subtenant is not in default under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand and 00/100 Dollars ($40,000.00) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after (a) Sublessor has received a detailed breakdown Lease or any of the cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent with respect to the Premises. Notwithstanding anything in the Sublease Agreement to the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewithOperative Agreements.

Sublease. Sublessor hereby subleases Except as provided for herein, Lessee shall not sublet the entire Premises or any part thereof to Subtenant upon any third party (other than affiliates of Lessee) without the terms and conditions set forth 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 this Sublease Agreementpart 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. Possession Any sublease of all or any portion of the Premises shall be delivered provide that it is subordinate to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything this Lease and to the contrary contained matters to which this Lease is or shall be subordinate, and that in the event of termination of this Sublease Agreement or the Master Lease, Subtenant 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) be liable for any act or omission of Lessee under such sublease, (b) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such sublessee against Lessee, (c) be bound by any previous modification of such sublease, (d) be bound by any covenant of Lessee to undertake or complete any construction project on the Premises, (e) be required to surrender the Premises at the end account for any security deposit of the term of this Sublease Agreement in good condition and repair, in the condition in which it was sublessee other than any security deposit actually delivered to SubtenantLessors by Lessee, reasonable wear and tear excepted; provided, however, Subtenant shall not have (f) be bound by any obligation to make any repairs 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 no consent (to the extent consent is required) to any portion subletting in a particular instance shall be deemed to be a waiver of the Premises that was out of repair on obligation to obtain the date the Premises will be delivered to Subtenant. As an inducement to enter into this Sublease Agreement, provided Subtenant is not in default under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” Lessors' written approval in the total amount case of Forty Thousand and 00/100 Dollars ($40,000.00) to be used towards any other or further subletting. No assignment, subletting or occupancy shall affect the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions permitted use of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after (a) Sublessor has received a detailed breakdown of the cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent with respect to the Premises. Notwithstanding anything Any subletting, assignment or other transfer of Lessee's interest in the Sublease Agreement to the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term this Lease in contravention of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date Section 8.2 shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewithvoidable at Lessors' option.