Common use of Right of Termination Clause in Contracts

Right of Termination. Lessee shall have the right, at its option at any time or from time to time during the Basic Term on or after the seventh anniversary of the Basic Term Commencement Date to terminate the Lease with respect to any or all of the Units (provided that, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases (i) with respect to at least 100 railcars and, (ii) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General Partner's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the Manager) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other Units, and that, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice to Lessor and the Indenture Trustee specifying a proposed date of termination for such Units (the "Termination Date"), which date shall be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Units; provided that Lessee may not exercise its right to withdraw a termination notice more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider and the Indenture Trustee for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed termination.

Right of Termination. Lessee shall have the right, at its option at any time or from time to time during the Basic Term on or after the seventh anniversary of the Basic Term Commencement Date (as defined under the Lease Agreement TRLI 2001-1A) to terminate the Lease with respect to any or all of the Units (provided that, if such termination is for less than all Units in a Functional Group across the Partnership Fleet, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases (i) with respect to at least 100 50 railcars andin the aggregate of the type included in such Functional Group, (ii) no fewer than 25 railcars of the type included in such Functional Group shall in the aggregate remain subject to this Lease and the Other Leases, (iii) such termination shall be made hereunder and under the Other Leases pro rata in accordance with the number of units in such Functional Group subject to each such lease and (iv) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General Partner's Board of Directors Managers and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the Manager) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from each of Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other UnitsUnits and the Manager's Fleet, and that, Lease Agreement (TRLI 2001-1C) following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice to Lessor and the Indenture Trustee (i) specifying a proposed date of termination for such Units (the "Termination Date"), which date shall be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10, and (ii) if some but less than all of the Units in a Functional Group are designated as Terminated Units, describing in such Officer's Certificate the nondiscriminatory manner in which Lessee proposes to determine which Units in that Functional Group are to be Terminated Units. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Unitseffect; provided that Lessee may not exercise its right to withdraw a termination notice more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider each Participant and the Indenture Trustee on an After Tax Basis for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed termination.

Right of Termination. Lessee Except for any assignment or sublease permitted pursuant to Section 21.4, above, in the event of (i) a proposed assignment of this Lease, (ii) a proposed sublease in excess of one (1) year involving more than the lesser of (A) 1,000 square feet of rentable area, or (B) twenty-five percent (25%) of the Premises, Landlord shall have the right, at its option at any time or from time by notice to time during the Basic Term on or Tenant delivered within thirty (30) days after the seventh anniversary Landlord’s receipt of Tenant’s Proposal Notice (and in lieu of the Basic Term Commencement Date granting or denial of consent provided for in Section 21.2, above), to terminate the this Lease with respect as to any or all of the Units Premises (in the event of an assignment) or as to the proposed subleased portion of the Premises only (in the event of a sublease), in each case for the balance of the Term. In the event Landlord shall elect to terminate this Lease in connection with a proposed assignment or sublease of this Lease as provided thatabove in whole or in part (as the case may be): (a) this Lease and the term hereof shall terminate (either as to the Premises as a whole, Lessee or only as to the portion thereof which Tenant is proposing to sublease, as the case may be) as of the later of (i) the proposed effective date of such assignment or sublease, as set forth in Tenant’s Proposal Notice, or (ii) thirty (30) days after the date Landlord received Tenant’s Proposal Notice; (b) Tenant shall exercise such termination hereunder and be released from all liability under the comparable provisions contained Lease (as to the Premises as a whole, in the Other Leases (icase of an assignment, or as to the terminated portion of the Premises only, in the case of a partial termination due to sublease) with respect to at least 100 railcars and, the period after the date of termination (ii) the determination as to other than obligations and indemnities of Tenant which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General Partner's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the Manager) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other Units, and that, following the termination of this Lease accrued with respect to the Terminated Units, applicable portion of the Units remaining subject Premises prior to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time effective date of such termination, which obligations shall expressly survive such termination or partial termination of this Lease); (c) all Base Rent, additional rent and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice other charges shall be prorated to Lessor and the Indenture Trustee specifying a proposed date of termination for such Units termination, and appropriately adjusted if there is only a partial termination; (the "Termination Date"), which date shall be a Rent Payment Date, any d) upon such termination date, Tenant shall surrender the Premises (or the applicable portion thereof) to be effective on the Termination Date upon Lessee's compliance with this Section 10. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units Landlord in accordance with Section 10.3 or 26 hereof; and (be) notice in the case of prepayment a partial termination of this Lease, Landlord shall have the right to separate the portion of the Equipment Notes shall not have been given pursuant to Section 2.10 Premises being terminated from the balance of the IndenturePremises, Lessee may withdraw including the termination notice referred to above at any time prior erection of a demising wall and, to the 60th day prior to extent necessary under the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Units; provided that Lessee may not exercise its right to withdraw a termination notice more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessorcircumstances, the Policy Provider and the Indenture Trustee for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by separation of any thereof in connection with such termination or proposed terminationapplicable Building Systems.

Right of Termination. Lessee shall have the right, at its option at any time or from time to time during the Basic Term on or after the seventh anniversary of the Basic Term Commencement Date to terminate the Lease with respect to any or all of the Units(provided that, if such termination is for less than all Units (provided thatin a Functional Group across the Partnership Fleet, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases Lease (i) with respect to at least 100 50 railcars andin the aggregate of the type included in such Functional Group, (ii) no fewer than 25 railcars of the type included in such Functional Group shall in the aggregate remain subject to this Lease and the Other Lease, (iii) such termination shall be made hereunder and under the Other Lease pro rata in accordance with the number of units in such Functional Group subject to each such lease and (iv) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General Partner's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the Manager) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other UnitsUnits and the Manager's Fleet, and that, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice to Lessor and the Indenture Trustee (i) specifying a proposed date of termination for such Units (the "Termination Date"), which date shall be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10, and (ii) if some but less than all of the Units in a Functional Group are designated as Terminated Units, describing in such Officer's Certificate the nondiscriminatory manner in which Lessee proposes to determine which Units in that Functional Group are to be Terminated Units. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Unitseffect; provided that Lessee may not exercise its right to withdraw a termination notice more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider each Participant and the Indenture Trustee on an After Tax Basis for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed termination.

Right of Termination. Lessee shall have the right, at its option at any time or from time to time during the Basic Term on or after the seventh anniversary of the Basic Term Commencement Date to terminate the Lease with respect to any or all of the Units (provided that, if such termination is for less than all Units in a Functional Group across the Partnership Fleet, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases Lease (i) with respect to at least 100 50 railcars andin the aggregate of the type included in such Functional Group, (ii) no fewer than 25 railcars of the type included in such Functional Group shall in the aggregate remain subject to this Lease and the Other Lease, (iii) such termination shall be made hereunder and under the Other Lease pro rata in accordance with the number of units in such Functional Group subject to each such lease and (iv) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General Partner's Board of Directors Managers and a certificate executed by the Chief Financial Officer of the General Partner and the Lease Agreement (TRLI 2001-1B) Chief Financial Officer of the Manager) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other UnitsUnits and the Manager's Fleet, and that, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice to Lessor and the Indenture Trustee (i) specifying a proposed date of termination for such Units (the "Termination Date"), which date shall be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10, and (ii) if some but less than all of the Units in a Functional Group are designated as Terminated Units, describing in such Officer's Certificate the nondiscriminatory manner in which Lessee proposes to determine which Units in that Functional Group are to be Terminated Units. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Unitseffect; provided that Lessee may not exercise its right to withdraw a termination notice more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider each Participant and the Indenture Trustee on an After Tax Basis for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed termination.

Right of Termination. Lessee shall have the right, at its option at any time or from time to time during the Basic Term on or after the seventh anniversary of the Basic Term Commencement Date February 14, 2012 to terminate the Lease with respect to any or all of the Units (provided that, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases (i) with respect to at least 100 railcars and, (ii) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General Partner's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the Manager) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other Units, and that, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice to Lessor and the Indenture Trustee specifying a proposed date of termination for such Units (the "Termination Date"), which date shall be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Units; provided that Lessee may not exercise its right to withdraw a termination notice more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider and the Indenture Trustee for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed termination.

Right of Termination. So long as no Specified Default or Event of Default shall have occurred and be continuing, if Lessee determines in good faith (as evidenced by a certificate executed by the Chief Financial Officer of Lessee), either (x) that the Units have become obsolete or surplus to Lessee’s requirements or (z) that a Section 10 Change in Tax Law has occurred and as a result thereof, Lessee is subject either (A) to a new or increased indemnity obligation to Lessor with respect to Mexican Taxes (which indemnity Lessor has not waived in writing) or (B) Lessee is subject to a new or increased Mexican Tax with respect to the transactions contemplated by this Lease and the net present value of such new or increased indemnity obligation or Taxes from and after the Termination Date for the remainder of the Lease Term, is greater than 5% of the net present value of the Basic Rent for the remainder of the Lease Term, in each case discounted at the Discount Rate, Lessee shall have the rightright with respect to, at the sole discretion of Lessee, all but not less than all of the Equipment in the case of obsolescence or any such tax law change and with respect to lots of one (1) or more Units in the case of surplusage (the “Terminated Units”), at its option at any time or from time to time during the Basic Term on or after the seventh fifth anniversary of the Basic Term Commencement Settlement Date in the case of obsolescence or surplusage and at any time or from time to time in the case of any such tax law change, to terminate the Lease with respect to any or all of the Units (provided that, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases (i) with respect to at least 100 railcars and, (ii) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General Partner's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the Manager) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other Units, and that, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers by delivering at least 120 days' ’ prior notice to Lessor and the Indenture Trustee specifying a proposed date of termination for such Units (the "“Termination Date"”), which date shall be a Rent Payment Determination Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's ’s right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture10.3, Lessee may withdraw the termination notice referred to above at any 10 time prior to the 60th 20th day prior to preceding the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Unitseffect; provided that (i) Lessee shall pay all reasonable costs of Lessor incurred in connection with any proposed or withdrawn termination and (ii) Lessee may not exercise its right to withdraw a termination notice hereunder more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider and the Indenture Trustee for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed terminationtwo times.

Right of Termination. So long as no Lease Default pursuant -------------------- to Section 14(a), 14(b), 14(g) or 14(h) or Lease Event of Default shall have occurred and be continuing, Lessee shall have the right, at its option at any time or from time to time during the Basic Term on or after the seventh anniversary of the Basic Term Commencement Date to terminate the Lease Term with respect to any or all of the Units (provided that, if such termination is for less than all Units in a Functional Group, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases (i) with respect to at least 100 railcars and25 Units, (ii) no fewer than 25 Units shall remain in such Functional Group as a result of such termination and the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random or other basis (in each case reasonably acceptable to Lessor) without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General PartnerLessee's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the ManagerLessee) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from the Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other UnitsUnits and the Manager's Fleet, and that, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units Units, which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice to Lessor and the Indenture Trustee (i) specifying a proposed date of termination for such Units (the "Termination Date"), which date shall shall, except as provided in the last sentence of Section 10.3, be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10, and (ii) if some but less than all of the Units in a Functional Group are designated as Terminated Units, describing in such Officer's Certificate the nondiscriminatory manner in which Lessee proposes to determine which Units in that Functional Group are to be Terminated Units. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a SubleaseCar Service Contract. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 10.3, or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Unitseffect; provided that Lessee (i) may not exercise its right to withdraw such a termination notice more than once annually or more than four times during the Basic Term Term, and (irrespective ii) may not withdraw any termination notice with respect to any Terminated Units after receipt by Lessee of a bid equal to or greater than Termination Value with respect to such Terminated Units; and provided further that no later than the Business Day immediately preceding the date on which Units are covered thereby)Lessee no longer has the right to withdraw its termination notice, Lessee shall provide Lessor with assurances reasonably satisfactory to the Owner Participant of Lessee's ability to pay Termination Value and other amounts which would be payable by Lessee on the Termination Date as provided in Section 10.2, taking into the account the expected sale proceeds to be received pursuant to any agreement for the sale of the Unit, and if such assurances have not been given by such date, the termination notice previously given by Lessee shall be deemed to have been withdrawn on such date. Lessee agrees that whether or not if it withdraws a termination notice it will reimburse Lessor, the Policy Provider each Participant and the Indenture Trustee on an After Tax Basis for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed terminationtherewith.

Right of Termination. So long as no Material Default -------------------- or Lease Event of Default shall have occurred and be continuing, Lessee shall have the right, at its option at any time or from time to time during the Basic Term on or after the seventh anniversary of the Basic Term Commencement Date to terminate the Lease Term with respect to any or all of the Units (provided that, -------- if such termination is for less than all Units in a Basic Group, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases (i) with respect to at least 100 railcars and25 Units, (ii) no fewer than 25 Units shall remain in such Basic Group as a result of such termination and the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random or other basis (in each case reasonably acceptable to Lessor) without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in ---------------- good faith (as evidenced by a certified copy of a resolution adopted by the General PartnerLessee's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the ManagerLessee) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other Units, and that, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers requirements by delivering at least 120 days' prior notice to Lessor and the Indenture Trustee (i) specifying a proposed date of termination for such Units (the "Termination Date"), which date shall shall, except as provided in the last sentence ---------------- of Section 10.3, be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10. Notwithstanding anything herein contained , and (ii) if some but less than all of the Units in a Basic Group are designated as Terminated Units, describing the nondiscriminatory manner in which Lessee proposes to the contrary, there shall determine which Units in that Basic Group are to be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a SubleaseTerminated Units. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 10.3, or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Unitseffect; provided that -------- Lessee (i) may not exercise its right to withdraw such a termination notice more than once annually or more than four times during the Basic Term Term, and (irrespective ii) may not withdraw any termination notice with respect to any Terminated Units after receipt by Lessee of which a bid equal to or greater than Termination Value with respect to such Terminated Units are covered thereby)or later than sixty (60) days prior to the scheduled Termination Date. Lessee agrees that whether or not if it withdraws a termination notice it will reimburse Lessor, the Policy Provider Owner Participant and the Indenture Trustee for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed terminationtherewith.

Right of Termination. Lessee Sellers agree that in the event Purchaser determines (such determination to be made in Purchaser’s sole discretion) that the Properties (or any of them) are not suitable for its purposes, Purchaser shall have the right to terminate this Agreement as to all Properties only by giving written notice thereof to Seller Contract Agent prior to the expiration of the Inspection Period. If Purchaser gives such notice of termination prior to the expiration of the Inspection Period, this Agreement shall terminate as to all Properties and the Xxxxxxx Money shall be returned to Purchaser and neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Purchaser fails to give Seller Contract Agent a notice of termination prior to the expiration of the Inspection Period, Purchaser shall no longer have any right to terminate this Agreement under this Section 3.2 and shall be bound to proceed to Closing and consummate the transaction contemplated hereby pursuant to the terms of this Agreement (subject to any other express conditions precedent provided herein). If Purchaser terminates this Agreement for any reason permitted in this Agreement prior to Closing, upon request from Seller Contract Agent, Purchaser shall (at its option at any time or expense and without compensation from time Sellers): (a) re-deliver to time during the Basic Term on or after the seventh anniversary Seller Contract Agent all of the Basic Term Commencement Date Due Diligence Information and other materials delivered to terminate Purchaser by Sellers in connection with the Lease Properties and its review thereof; provided that such requirement shall not apply with respect to any information which is a matter of public record or which was made available by web portal; and (b) upon Seller Contract Agent’s request, deliver to Seller Contract Agent copies of any and all of the Units (provided thatreports, Lessee shall exercise such termination hereunder assessments and under the comparable provisions contained in the Other Leases (i) with respect to at least 100 railcars and, (ii) the determination as to surveys which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General Partner's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the Manager) that such Units Purchaser may have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other Units, and that, following the termination of this Lease obtained with respect to the Terminated UnitsProperties including all third-party environmental site assessments, the Units remaining subject property condition reports, engineering studies of any kind and appraisals (such third-party prepared environmental site assessments, property condition reports, engineering studies of any kind and appraisals are referred to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice to Lessor and the Indenture Trustee specifying a proposed date of termination for such Units (the "Termination Date"as “Third Party Reports”), which date . The Third Party Reports shall be a Rent Payment Date, delivered by Purchaser to Seller without any such termination to be effective representation or warranty on the Termination Date upon Lessee's compliance with this Section 10. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus or obsolete for purposes part of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease Purchaser with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Units; provided that Lessee may not exercise its right to withdraw a termination notice more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider and the Indenture Trustee for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed terminationthereto.

Right of Termination. So long as no Specified Default or Event of Default shall have occurred and be continuing, Lessee shall have the right, at its option at any time or from time to time during the Basic Term on or after the seventh fifth anniversary of the Basic Term Commencement Date applicable Delivery Date, to terminate the this Lease with respect to to, at the sole discretion of Lessee, either all or a Minimum Number of Units of Equipment of any or all each Type of Equipment (the Units (provided that, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases (i) with respect to at least 100 railcars and, (ii) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "“Terminated Units") ”), if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General Partner's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the Manager) Lessee), that such Units have become obsolete or surplus to Lessee's ’s requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other Units, and that, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers by delivering at least 120 90 days' ’ prior notice to Lessor and the Indenture Trustee specifying a proposed date of termination for such Units (the "Termination Date"”), which date shall be a Rent Payment Determination Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's ’s right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture10.3, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to not later than ten (10) Business Days before the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Unitseffect; provided that Lessee shall pay all reasonable costs of Lessor, Indenture Trustee, Loan Participant and Owner Participant incurred in connection with any proposed or withdrawn termination; provided further that Lessee may not exercise its right to withdraw a termination notice hereunder more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider and the Indenture Trustee for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed terminationtwice.

Right of Termination. So long as no Material Default or Lease Event of Default shall have occurred and be continuing, Lessee shall have the right, at its option at any time or from time to time during the Basic Term on or after the seventh anniversary of the Basic Term Commencement Date to terminate the Lease Term with respect to any or all of the Units (provided that, if such termination is for less than all Units in a Basic Group, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases (i) with respect to at least 100 railcars and25 Units, (ii) no fewer than 25 Units shall remain in such Basic Group as a result of such termination and the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random or other basis (in each case reasonably acceptable to Lessor) without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General PartnerLessee's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the ManagerLessee) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other Units, and that, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers requirements by delivering at least 120 days' prior notice to Lessor and the Indenture Trustee (i) specifying a proposed date of termination for such Units (the "Termination Date"), which date shall shall, except as provided in the last sentence of Section 10.3, be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10. Notwithstanding anything herein contained , and (ii) if some but less than all of the Units in a Basic Group are designated as Terminated Units, describing the nondiscriminatory manner in which Lessee proposes to the contrary, there shall determine which Units in that Basic Group are to be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a SubleaseTerminated Units. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 10.3, or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Unitseffect; provided that Lessee (i) may not exercise its right to withdraw such a termination notice more than once annually or more than four times during the Basic Term Term, and (irrespective ii) may not withdraw any termination notice with respect to any Terminated Units after receipt by Lessee of which a bid equal to or greater than Termination Value with respect to such Terminated Units are covered thereby)or later than sixty (60) days prior to the scheduled Termination Date. Lessee agrees that whether or not if it withdraws a termination notice it will reimburse Lessor, the Policy Provider Owner Participant and the Indenture Trustee for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed terminationtherewith.

Right of Termination. Lessee Sellers agree that in the event Purchaser determines, in its sole discretion, that the Property is not suitable for its purposes, then Purchaser shall have the right, at its option at any time or from time right (“Purchaser’s Termination Right”) to time during terminate this Agreement. Purchaser’s Termination Right shall be exercisable only by sending written notice of termination (the Basic Term on or after “Notice of Termination”) to Sellers prior to the seventh anniversary expiration of the Basic Term Commencement Date Inspection Period. In the event that Purchaser timely exercises Purchaser’s Termination Right, this Agreement shall terminate, and the Xxxxxxx Money shall be returned to terminate the Lease with respect to any or all of the Units (provided that, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases (i) with respect to at least 100 railcars Purchaser and, (ii) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (upon such Unitstermination, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General Partner's Board of Directors Xxxxxxx Money shall be returned to Purchaser and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the Manager) thereafter neither party shall have any further obligations hereunder except those that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other Units, and that, following the expressly survive termination of this Lease with respect Agreement. If Sellers fail to receive a Notice of Termination prior to the Terminated Unitsexpiration of the Inspection Period, Purchaser shall be deemed to have approved the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice to Lessor Property Documents and the Indenture Trustee specifying a proposed date of termination for such Units (the "Property in all respects and Purchaser’s Termination Date"), which date shall be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with Right under this Section 103.3 shall automatically and irrevocably expire, except as provided elsewhere in this Agreement. Notwithstanding anything herein contained to the contrary, there In no event shall be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's Purchaser have any right to terminate this Lease Agreement under this Section 3.3 as to only a portion of the Property, a termination of this Agreement by Purchaser pursuant to its termination right under this Section 3.3 shall constitute a termination as to all of the Property. In the event of Purchaser’s termination of this Agreement under this Section 3.3 due solely to issues or conditions that Purchaser has relating solely to one Property, Seller agrees to receive an offer from Purchaser within seven (7) days of such termination with respect to Purchaser’s purchase of the Terminated Units pursuant to this Section 10.1. So long as other Property; provided however, (a) Lessor the foregoing shall not have given Lessee constitute an obligation or agreement on the part of Seller to sell or agree to sell the Property or any portion thereof to Purchaser after such a notice of election to retain the Terminated Units in accordance with Section 10.3 or termination, (b) notice of prepayment of the Equipment Notes foregoing shall not have been given pursuant to Section 2.10 of the Indenturevest in Purchaser or any other person or entity any right, Lessee may withdraw the termination notice referred to above at any time prior title or interest in and to the 60th day prior Property or any portion thereof or any rights to assert any claims or rights in or to the scheduled Termination DateProperty or any portion thereof, whereupon this Lease and (c) Purchaser shall continue in full force and effect with respect to have no rights or remedies for any failure of on the Terminated Units; provided that Lessee may not exercise its right to withdraw a termination notice more than once annually or more than four times during the Basic Term (irrespective part of which Units are covered thereby)Seller. Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider and the Indenture Trustee for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed termination.3.4

Right of Termination. Lessee shall have This Agreement and the right, at its option transactions contemplated hereby may be terminated at any time at or from time prior to time during the Basic Term on or after the seventh anniversary of the Basic Term Commencement Date to terminate the Lease with respect to any or all of the Units (provided that, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases (i) with respect to at least 100 railcars and, (ii) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted Closing: by the General Partner's Board mutual written consent of Directors Seller and a certificate executed Buyer; by the Chief Financial Officer Buyer by written notice to Seller if: Buyer is not then in material breach of the General Partner any provision of this Agreement and the Chief Financial Officer of the Manager) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination a material breach, inaccuracy in the selection of the Terminated Units when measured against the other Unitsor failure to perform any representation, and thatwarranty, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice to Lessor and the Indenture Trustee specifying a proposed date of termination for such Units (the "Termination Date"), which date shall be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus covenant or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease with respect to the Terminated Units agreement made by Seller pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice Agreement that would give rise to the failure of election to retain the Terminated Units in accordance with Section 10.3 or (b) notice of prepayment any of the Equipment Notes conditions specified in Section 9.02 and such breach, inaccuracy or failure cannot be cured by Seller by ________________, ________ (the “Outside Date”); or any of the conditions set forth in Section 9.02 shall not have been given pursuant satisfied by the Outside Date, unless such failure shall be due to Section 2.10 the failure of Buyer to perform or comply with any of the Indenturecovenants, Lessee may withdraw the termination notice referred agreements or conditions hereof to above at any time be performed or complied with by it prior to the 60th day Closing; by Seller by written notice to Buyer if: Seller is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 9.01 and such breach, inaccuracy or failure cannot be cured by Buyer by the Outside Date; or any of the conditions set forth in Section 9.01 shall not have been fulfilled by the Outside Date, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by them prior to the scheduled Termination DateClosing; by Buyer or Seller in the event that: there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited; or any Governmental Authority shall have issued a governmental order restraining or enjoining the transactions contemplated by this Agreement, whereupon this Lease and such order shall continue in full force have become final and effect with respect to the Terminated Units; provided that Lessee may not exercise its right to withdraw a termination notice more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider and the Indenture Trustee for all reasonable outnon-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed terminationappealable.

Right of Termination. So long as no Lease Default or Lease Event of Default shall have occurred and be continuing, Lessee shall have the right, at its option at any time or from time to time during the Basic Term on or after the seventh anniversary of the Basic Term Commencement Date Date, to terminate the Lease Term with respect to any or all of the Units (provided that, Lessee shall exercise if such termination hereunder and under the comparable provisions contained is for less than all Units in the Other Leases (i) with respect to at least 100 railcars andan Equipment Group, (ii) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random or other reasonable basis (including, without limitation, on the basis of Car Type) without discrimination based on maintenance status, status or operating condition of the Units in question or otherwisequestion) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General PartnerLessee's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the ManagerLessee) either (a) that such Units have become obsolete or surplus to Lessee's requirements, or (yb) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other Units, and that, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and circumstances described in clause (ii) of the last sentence of Section 9.1, that a Rating Agency Confirmation and (z) Required Modification to such Units would be economically impractical. Lessee delivers shall be entitled to exercise its termination rights under this Section 10.1 by delivering at least 120 days' prior notice to Lessor and Lessor, the Indenture Trustee and the Pass Through Trustee (i) specifying a proposed date of termination for such Units (the "Termination Date"), which date shall shall, except as provided in the last sentence of Section 10.3, be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10. Notwithstanding anything herein contained to Date, and (ii) if some but less than all of the contraryUnits in an Equipment Group are designated as Terminated Units, there shall be no determination that a Unit is surplus or obsolete for purposes of this Lease ifdescribing the nondiscriminatory manner (including, without limitation, on the Termination Date, such Unit is subject basis of Car Type) in which Lessee proposes to a Subleasedetermine which Units in that Equipment Group are to be Terminated Units. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (aA) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 10.3, or (bB) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior up to the 60th day sixty (60) days prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Unitseffect; provided that Lessee (1) may not exercise its right to withdraw such a termination notice more than once annually annually, and (2) may not withdraw any termination notice with respect to any Terminated Units after receipt by Lessee of a bid equal to or more greater than four times during the Basic Term (irrespective of which Units are covered thereby)Termination Value with respect to such Terminated Units. Lessee agrees that whether or not if it withdraws a termination notice it will reimburse Lessor, the Policy Provider Owner Participant and the Indenture Trustee for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed terminationtherewith.

Right of Termination. Lessee shall have the right, at its -------------------- option at any time or from time to time during the Basic Term on or after the seventh anniversary of the Basic Term Commencement Date to terminate the Lease with respect to any or all of the Units (provided that, if such termination is for less than all Units in a Functional Group across the Company Fleet, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases (i) with respect to at least 100 50 railcars andin the aggregate of the type included in such Functional Group, (ii) no fewer than 25 railcars of the type included in such Functional Group shall in the aggregate remain subject to this Lease and the Other Leases, (iii) such termination shall be made hereunder and under the Other Leases pro rata in accordance with the number of units in such Functional Group subject to each such lease, and (iv) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General PartnerLessee's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner Lessee and the Chief Financial Officer of the Manager) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from the Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other UnitsUnits and the Manager's Fleet, and that, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice to Lessor and the Indenture Trustee (i) specifying a proposed date of termination for such Units (the "Termination Date"), which date shall shall, except as provided in the last sentence of Section 10.3, be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10, and (ii) if some but less than all of the Units in a Functional Group are designated as Terminated Units, describing in such Officer's Certificate the nondiscriminatory manner in which Lessee proposes to determine which Units in that Functional Group are to be Terminated Units. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a SubleaseCar Service Contract. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 10.3, or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Unitseffect; provided that Lessee may not exercise its right to withdraw a termination notice more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider each Participant and the Indenture Trustee on an After Tax Basis for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed termination.

Right of Termination. Lessee shall have the right, at its option at any time or from time to time during the Basic Term on or after the seventh anniversary of the Basic Term Commencement Date to terminate the Lease with respect to any or all of the Units (provided that, if such termination is for less than all Units in a Functional Group across the Partnership Fleet, Lessee shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases Lease (i) with respect to at least 100 50 railcars andin the aggregate of the type included in such Functional Group, (ii) no fewer than 25 railcars of the type included in such Functional Group shall in the aggregate remain subject to this Lease and the Other Lease, (iii) such termination shall be made hereunder and under the Other Lease pro rata in accordance with the number of units in such Functional Group subject to each such lease and (iv) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General Partner's Board of Directors Managers and a certificate executed by the Chief Financial Officer of the General Partner and the 18 Lease Agreement (TRLI 2001-1B) Chief Financial Officer of the Manager) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no discrimination in the selection of the Terminated Units when measured against the other UnitsUnits and the Manager's Fleet, and that, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice to Lessor and the Indenture Trustee (i) specifying a proposed date of termination for such Units (the "Termination Date"), which date shall be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10, and (ii) if some but less than all of the Units in a Functional Group are designated as Terminated Units, describing in such Officer's Certificate the nondiscriminatory manner in which Lessee proposes to determine which Units in that Functional Group are to be Terminated Units. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Lease with respect to the Terminated Units pursuant to this Section 10.1. So long as (a) Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Unitseffect; provided that Lessee may not exercise its right to withdraw a termination notice more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider each Participant and the Indenture Trustee on an After Tax Basis for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such termination or proposed termination.

Right of Termination. Lessee Seller agrees that in the event Buyer determines (such determination to be made in Buyer’s sole and absolute discretion, for any reason or for no reason whatsoever) that the Property is not suitable for its purposes, Buyer shall have the right, at its option at any time or from time to time during the Basic Term on or after the seventh anniversary of the Basic Term Commencement Date right to terminate this Agreement by giving written notice thereof to Seller prior to 5:00 p.m. (Central time) on April 17, 2017 (the Lease with respect period ending at such time and date being referred to any or all herein as the “Inspection Period”). If Buyer gives such notice of termination within the Units (provided thatInspection Period, Lessee then this Agreement shall exercise such termination hereunder and under the comparable provisions contained in the Other Leases (i) with respect to at least 100 railcars and, (ii) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General Partner's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner terminate and the Chief Financial Officer Xxxxxxx Money (less the Independent Consideration and one-half of the Managerany escrow cancellation charges) that such Units have become obsolete or surplus shall be returned to Lessee's requirementsBuyer, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been parties shall have no discrimination in the selection of the Terminated Units when measured against the other Units, and that, following the further obligations under this Agreement except for those which expressly survive termination of this Lease Agreement. Time is of the essence with respect to the Terminated Unitsprovisions of this Section 3.3. If Buyer fails to give Seller a notice of termination prior to the expiration of the Inspection Period, the Units remaining (i) Buyer shall no longer have any right to terminate this Agreement under this Section 3.3 and (subject to any other express right of Buyer to terminate this Lease will constitute a pool of Units which is of a sufficient quantity Agreement) shall be bound to proceed to Closing and quality to sustain over consummate the remaining Basic Term the Coverage Ratios applicable at the time of such termination transaction contemplated hereby, and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice notwithstanding anything to Lessor and the Indenture Trustee specifying a proposed date of termination for such Units (the "Termination Date")contrary contained herein, which date Buyer shall be a Rent Payment Date, deemed to have waived any such termination to be effective on the Termination Date upon Lessee's compliance with rights or remedies it may have against Seller under this Section 10. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus Agreement or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's (including any right to terminate this Lease with respect Agreement) by reason of any state of facts or condition known or disclosed to Buyer as of the Terminated Units end of the Inspection Period (including by reason of any state of facts or condition disclosed by any materials in the E-Room as of the end of the Inspection Period). If Buyer terminates this Agreement pursuant to this Section 10.1. So long as (a) Lessor 3.3, upon Seller’s request, Buyer shall not have given Lessee a notice of election promptly return all Seller Due Diligence Materials to retain the Terminated Units Seller or Buyer shall certify to Seller in accordance with Section 10.3 or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Units; provided writing that Lessee may not exercise its right to withdraw a termination notice more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider and the Indenture Trustee for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with is has destroyed such termination or proposed terminationSeller Due Diligence Materials.