Common use of LESSEE’S RIGHT TO TRANSFER OR SUBLEASE Clause in Contracts

LESSEE’S RIGHT TO TRANSFER OR SUBLEASE. Lessee shall not encumber, grant a security interest in, transfer, subcontract, sublease or assign any car or its interests and obligations pursuant to this Agreement (any a “Restricted Transfer”), nor shall a Restricted Transfer that occurs by operation of law or otherwise of Lessee’s interest in the cars or this Agreement be effective against Lessor without Lessor’s prior written consent. No Restricted Transfer of Lessee’s interest in the cars or this Agreement shall relieve Lessee from any of its obligations to Lessor under this Agreement. Any Restricted Transfer that is consented to by Lessor which is entered into by Lessee shall contain language in form and substance reasonably acceptable to Lessor which expressly makes such encumbrance, transfer, sublease or assignment subject and subordinate to the interests of Lessor and of any chattel mortgagee, assignee, trustee or other holder of legal title to or security interest in the cars and/or the related Lease (but in any case, in respect to such transfers by and transferees of Lessor, subject to Article 23 hereof). Notwithstanding the foregoing paragraph, Lessee shall have the right to sublease any car for single trips to its customers or suppliers; provided, however, notwithstanding any such sublease, Lessee shall continue to remain liable to Lessor for the fulfillment of Lessee’s obligations and liabilities under the related Lease; provided, further, Lessor shall have the right, at any time, to withdraw the privilege of subleasing hereinabove granted to Lessee. Notwithstanding any other rights provided Lessor in this Agreement, Lessee agrees to indemnify Lessor and hold Lessor harmless from any loss, cost or expense, including attorneys’ fees, incurred as a result of or with respect to any Restricted Transfer.

LESSEE’S RIGHT TO TRANSFER OR SUBLEASE. Lessee shall not encumber, grant a security interest in, transfer, subcontract, sublease or assign any car the cars or its interests interest and obligations pursuant to this Agreement (any a “Restricted Transfer”)Lease, nor shall a Restricted Transfer that occurs transfer, sublease or assignment by operation of law or otherwise of Lessee’s interest in the cars or this Agreement Lease be effective against Lessor Lessor, without Lessor’s prior written consent. No Restricted Transfer transfer, sublease or assignment of Lessee’s interest in this Lease or of the cars or this Agreement shall relieve Lessee from any of its obligations to Lessor under this Agreement. Any Restricted Transfer that is consented to by Lessor which is entered into by Lessee shall contain language in form and substance reasonably acceptable to Lessor which expressly makes such encumbrance, transfer, sublease or assignment subject and subordinate to the interests of Lessor and of any chattel mortgagee, assignee, trustee or other holder of legal title to or security interest in the cars and/or the related Lease (but in any case, in respect to such transfers by and transferees of Lessor, subject to Article 23 hereof)Lease. Notwithstanding the foregoing paragraph, Lessee shall have the right to sublease any car of the cars for single trips to its customers or suppliers, and to cause each car so subleased to be boarded or placarded with the name of the sublessee in accordance with the provisions of the demurrage tariffs lawfully in effect, where the sole purpose of such subleasing is to obtain an exemption from demurrage for said cars so subleased; provided, however, that notwithstanding any such sublease, Lessee shall continue to remain liable to Lessor for the fulfillment of Lessee’s obligations and liabilities under the related this Lease; providedand, provided further, that Lessor shall have the right, at any time, to withdraw the privilege of subleasing hereinabove granted to Lessee. Notwithstanding any other rights provided Lessor in this Agreement, Lessee agrees to indemnify Lessor and hold Lessor harmless from any loss, cost or expense, including attorneys’ fees, incurred as a result of or with respect to any Restricted Transfer.