Common use of Separate Lease Clause in Contracts

Separate Lease. If Landlord either (a) conveys a Property to a party that is not an Affiliate of Landlord after complying with the provisions of Sections 9.1 and 9.2, to the extent that the same are applicable, or (b) conveys a Property at which Tenant’s Occupancy Percentage is twenty-five percent (25%) or less to an Affiliate of FSG, if so requested in writing by Landlord, Tenant, as tenant, shall execute a Separate Lease with the new owner of the Property, as landlord, which Separate Lease shall relate solely to the conveyed Property and shall (i) be for the same Term, including Renewal Terms, as would otherwise pertain under this Lease (any such Separate Lease, a “Continuing Term Separate Lease”) or, at Tenant’s election and/or Landlord’s election, but, if at Landlord’s election, subject to disapproval by Tenant in Tenant’s sole discretion, an initial term of five (5) years, with renewal terms of five (5) years each through the Expiration Date (any such Separate Lease, a “Five Year Term Separate Lease”), (ii) be for the same Annual Basic Rent, Excess Basic Rent, if any, and Additional Rent as would otherwise be payable under this Lease (regardless of whether the Separate Lease is a Continuing Term Separate Lease or a Five Year Term Separate Lease) and (iii) otherwise be on all of the same terms and conditions as set forth in this Lease, except that (A) if the Contraction Premises are located in a Property that is subject to a Continuing Term Separate Lease, Tenant shall exercise the Contraction Rights granted to Tenant under Article XI by entering into a Contraction Assignment (if the Contraction Premises constitutes all of the Leased Premises at the Property) or a Contraction Sublease (if the Contraction Premises constitutes a portion, but less than all, of the Leased Premises at the Property) with FSG or, at FSG’s election, an Affiliate of FSG and (B) Tenant shall have no Contraction Rights under Article XI for any Properties subject to Five Year Term Separate Leases. Immediately upon the execution of a Separate Lease for a Property by the new owner of the Property and Tenant, this Lease shall terminate with respect to such Property and the Separate Lease shall in all aspects be controlling, except for FSG’s obligation to enter into a Contraction Assignment or a Contraction Sublease, as applicable, to effectuate Tenant’s exercise of Contraction Rights for any Property subject to Continuing Term Separate Leases, which obligation of FSG shall continue so long as Tenant continues to have Contraction Rights under this Lease. Notwithstanding the foregoing, (a) in no event shall Tenant’s right to elect (without Landlord’s approval) a Five Year Term Separate Lease as provided in this Section 9.3 apply to any foreclosure of any Property or the delivery of any deed-in-lieu of foreclosure and Tenant’s right to elect (without Landlord’s approval) a Five Year Term Separate Lease shall terminate and be of no further force or effect upon and following a foreclosure or the delivery of a deed-in-lieu of foreclosure, and (b) Tenant’s obligation to pay Rent under a Separate Lease shall not commence until Tenant has received at least ten (10) days prior written notice of such third party landlord’s name, address and other payment information.

Separate Lease. If Landlord either (a) conveys a Property to a party that is not an Affiliate of Landlord after complying with the provisions of Sections 9.1 and 9.2, to the extent that the same are applicable, or (b) conveys a Property at which Tenant’s Occupancy Percentage is twenty-five percent (25%) or less to an Affiliate of FSG, if so requested in writing by Landlord, Tenant, as tenant, shall execute a Separate Lease with the new owner of the Property, as landlord, which Separate Lease shall relate solely to the conveyed Property and shall (i) be for the same Term, including Renewal Terms, as would otherwise pertain under this Lease (any such Separate Lease, a “Continuing Term Separate Lease”) or, at Tenant’s election and/or Landlord’s election, but, if at Landlord’s election, subject to disapproval by Tenant in Tenant’s sole discretion, an initial term of five (5) years, with renewal terms of five (5) years each through the Expiration Date (any such Separate Lease, a “Five Year Term Separate Lease”), (ii) be for the same Annual Basic Rent, Excess Basic Rent, if any, and Additional Rent as would otherwise be payable under this Lease (regardless of whether the Separate Lease is a Continuing Term Separate Lease or a Five Year Term Separate Lease) and (iii) otherwise be on all of the same terms and conditions as set forth in this Lease, except that (A) if the Contraction Premises are located in a Property that is subject to a Continuing Term Separate Lease, Tenant shall exercise the Contraction Rights granted to Tenant under Article XI by entering into a Contraction Assignment (if the Contraction Premises constitutes all of the Leased Premises at the Property) or a Contraction Sublease (if the Contraction Premises constitutes a portion, but less than all, of the Leased Premises at the Property) with FSG or, at FSG’s election, an Affiliate of FSG and (B) Tenant shall have no Contraction Rights under Article XI for any Properties subject to Five Year Term Separate Leases. Immediately upon the execution of a Separate Lease for a Property by the new owner of the Property and Tenant, this Lease shall terminate with respect to such Property and the Separate Lease shall in all aspects be controlling, except for FSG’s obligation to enter into a Contraction Assignment or a Contraction Sublease, as applicable, to effectuate Tenant’s exercise of Contraction Rights for any Property subject to Continuing Term Separate Leases, which obligation of FSG shall continue so long as Tenant continues to have Contraction Rights under this Lease. Notwithstanding the foregoing, (a) in no event shall Tenant’s right to elect (without Landlord’s approval) a Five Year Term Separate Lease as provided in this Section 9.3 apply to any foreclosure of any Property or the delivery of any deed-in-lieu of foreclosure and Tenant’s right to elect (without Landlord’s approval) a Five Year Term Separate Lease shall terminate and be of no further force or effect upon and following a foreclosure or the delivery of a deed-in-lieu of foreclosure, and (b) Tenant’s obligation to pay Rent under a Separate Lease shall not commence until Tenant has received at least ten (10) days prior written notice of such third party landlord’s name, address and other payment information.

Separate Lease. If Landlord either Lessor and Lessee acknowledge and agree and it is their intent that the cars subject to this Rider may be owned by one or more persons or entities other than Lessor (a) conveys and that after the date hereof cars may be sold or transferred to one or more other persons or entities pursuant to Article 23 or otherwise), and, accordingly, Lessor and Lessee agree that this Rider shall constitute one or more separate and severable Leases, with each such Lease being comprised of the cars subject hereto that are owned by a Property single person or entity. Each such Lease shall incorporate the terms of the above referenced Railroad Car Lease Agreement and shall be separate and severable in all respects from each other Lease made pursuant to a party that is not an Affiliate of Landlord after complying with the provisions of Sections 9.1 this Rider and 9.2, from any other cars or riders relating to the extent that above referenced Railroad Car Lease Agreement, and shall be separately transferable for all purposes EXHIBIT D Term — The minimum term for the cars leased hereunder shall be ______ months, and the cars shall continue under lease thereafter for successive one (1) month terms, at the same are applicablerate and under the same conditions, or unless notice, in writing, requesting cancellation shall be given by either party to the other at least thirty (b30) conveys a Property at which Tenant’s Occupancy Percentage is twenty-five percent (25%) or less days prior to an Affiliate of FSG, if so requested in writing by Landlord, Tenant, as tenant, shall execute a Separate Lease with the new owner expiration of the Propertyinitial term or any successive term for cars covered by this Rider. Thereafter, as landlordthis Rider shall terminate automatically upon the date of release of the last car covered by this Rider. Cancels Rider Number NA TRINITY INDUSTRIES LEASING COMPANY By: Vice President, which Separate Lease shall relate solely to Portfolio Management LESSEE By: Title: EXHIBIT E FORM OF NET LEASE TRINITY INDUSTRIES LEASING COMPANY RAILROAD CAR NET LEASE AGREEMENT This LEASE AGREEMENT, dated ______________ 20__, (hereinafter called the conveyed Property “Agreement”) by and shall (i) be for the same Term, including Renewal Terms, as would otherwise pertain under this Lease (any such Separate Leasebetween TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation, with its principal office at 0000 Xxxxxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000 (hereinafter called “Continuing Term Separate LeaseLessor”) orand ___________, at Tenant’s election and/or Landlord’s election, but, if at Landlord’s election, subject to disapproval by Tenant in Tenant’s sole discretion, an initial term of five (5a(n) years_______________ corporation, with renewal terms of five its principal office at________________ (5) years each through the Expiration Date (any such Separate Lease, a hereinafter called “Five Year Term Separate LeaseLessee”), (ii) be for the same Annual Basic Rent, Excess Basic Rent, if any, and Additional Rent as would otherwise be payable under this Lease (regardless of whether the Separate Lease is a Continuing Term Separate Lease or a Five Year Term Separate Lease) and (iii) otherwise be on all . In consideration of the same mutual terms and conditions hereinafter set forth, the parties hereto hereby agree as set forth in this Lease, except that (A) if the Contraction Premises are located in a Property that is subject to a Continuing Term Separate Lease, Tenant shall exercise the Contraction Rights granted to Tenant under Article XI by entering into a Contraction Assignment (if the Contraction Premises constitutes all of the Leased Premises at the Property) or a Contraction Sublease (if the Contraction Premises constitutes a portion, but less than all, of the Leased Premises at the Property) with FSG or, at FSG’s election, an Affiliate of FSG and (B) Tenant shall have no Contraction Rights under Article XI for any Properties subject to Five Year Term Separate Leases. Immediately upon the execution of a Separate Lease for a Property by the new owner of the Property and Tenant, this Lease shall terminate with respect to such Property and the Separate Lease shall in all aspects be controlling, except for FSG’s obligation to enter into a Contraction Assignment or a Contraction Sublease, as applicable, to effectuate Tenant’s exercise of Contraction Rights for any Property subject to Continuing Term Separate Leases, which obligation of FSG shall continue so long as Tenant continues to have Contraction Rights under this Lease. Notwithstanding the foregoing, (a) in no event shall Tenant’s right to elect (without Landlord’s approval) a Five Year Term Separate Lease as provided in this Section 9.3 apply to any foreclosure of any Property or the delivery of any deed-in-lieu of foreclosure and Tenant’s right to elect (without Landlord’s approval) a Five Year Term Separate Lease shall terminate and be of no further force or effect upon and following a foreclosure or the delivery of a deed-in-lieu of foreclosure, and (b) Tenant’s obligation to pay Rent under a Separate Lease shall not commence until Tenant has received at least ten (10) days prior written notice of such third party landlord’s name, address and other payment information.follows:

Separate Lease. If Landlord either (a) conveys a Property to a party that is not an Affiliate of Landlord after complying with the provisions of Sections 9.1 and 9.2, to the extent that the same ________________________________________________________________________________________________________________________ are applicable, or (b) conveys a Property at which Tenant’s Occupancy Percentage is twenty-five percent (25%) or less to an Affiliate of FSG, if so requested in writing by Landlord, Tenant, as tenant, shall execute a Separate Lease with the new owner of the Property, as landlord, which Separate Lease shall relate solely to the conveyed Property and shall (i) be for the same Term, including Renewal Terms, as would otherwise pertain under this Lease (any such Separate Lease, a “Continuing Term Separate Lease”) or, at Tenant’s election and/or Landlord’s election, but, if at Landlord’s election, subject to disapproval by Tenant in Tenant’s sole discretion, an initial term of five (5) years, with renewal terms of five (5) years each through the Expiration Date (any such Separate Lease, a “Five Year Term Separate Lease”), (ii) be for the same Annual Basic Rent, Excess Basic Rent, if any, and Additional Rent as would otherwise be payable under this Lease (regardless of whether the Separate Lease is a Continuing Term Separate Lease or a Five Year Term Separate Lease) and (iii) otherwise be on all of the same terms and conditions as set forth in this Lease, except that (A) if the Contraction Premises are located in a Property that is subject to a Continuing Term Separate Lease, Tenant shall exercise the Contraction Rights granted to Tenant under Article XI by entering into a Contraction Assignment (if the Contraction Premises constitutes all of the Leased Premises at the Property) or a Contraction Sublease (if the Contraction Premises constitutes a portion, but less than all, of the Leased Premises at the Property) with FSG or, at FSG’s election, an Affiliate of FSG and (B) Tenant shall have no Contraction Rights under Article XI for any Properties subject to Five Year Term Separate Leases. Immediately upon the execution of a Separate Lease for a Property by the new owner of the Property and Tenant, this Lease shall terminate with respect to such Property and the Separate Lease shall in all aspects be controlling, except for FSG’s obligation to enter into a Contraction Assignment or a Contraction Sublease, as applicable, to effectuate Tenant’s exercise of Contraction Rights for any Property subject to Continuing Term Separate Leases, which obligation of FSG shall continue so long as Tenant continues to have Contraction Rights under this Lease. Notwithstanding the foregoing, (a) in no event shall Tenant’s right to elect (without Landlord’s approval) a Five Year Term Separate Lease as provided in this Section 9.3 apply to any foreclosure of any Property or the delivery of any deed-in-lieu of foreclosure and Tenant’s right to elect (without Landlord’s approval) a Five Year Term Separate Lease shall terminate and be of no further force or effect upon and following a foreclosure or the delivery of a deed-in-lieu of foreclosure, and (b) Tenant’s obligation to pay Rent under a Separate Lease shall not commence until Tenant has received at least ten (10) days prior written notice of such third party landlord’s name, address and other payment information.

Separate Lease. If Landlord either (a) conveys a Property Project to a party that is not an Affiliate of Landlord after complying with the provisions of Sections 9.1 and 9.2, to the extent that the same are applicable, or (b) conveys a Property at which Tenant’s Occupancy Percentage is twenty-five percent (25%) or less to an Affiliate of FSG, if so requested in writing by Landlord, Tenant, as tenant, shall execute a Separate Lease with the new owner of the PropertyProject, as landlord, which Separate Lease shall relate solely to the conveyed Property Project and shall (i) be for the same Term, including Renewal Terms, as would otherwise pertain under this Lease (any such Separate Lease, a “"Continuing Term Separate Lease”") or, at Tenant’s election and/or Landlord’s 's election, but, if at Landlord’s election, but subject to disapproval by Tenant in Tenant’s 's sole discretion, an initial term of five (5) years, with renewal terms of five (5) years each through the Expiration Date (any such Separate Lease, a “"Five Year Term Separate Lease”"), (ii) be for the same Annual Basic Rent, Excess Basic Rent, if any, and Additional Rent as would otherwise be payable under this Lease (regardless of whether the Separate Lease is a Continuing Term Separate Lease or a Five Year Term Separate Lease) and (iii) otherwise be on all of the same terms and conditions as set forth in this Lease, except that (A) if the Contraction Vacate Premises are located in a Property Project that is subject to a Continuing Term Separate Lease, Tenant shall exercise the Contraction Rights granted to Tenant under Article XI by entering into a Contraction Assignment (if the Contraction Vacate Premises constitutes all of the Leased Premises at the PropertyProject) or a Contraction Sublease (if the Contraction Vacate Premises constitutes a portion, but less than all, of the Leased Premises at the PropertyProject) with FSG or, at FSG’s 's election, an Affiliate of FSG and (B) Tenant shall have no Contraction Rights under Article XI for any Properties Projects subject to Five Year Term Separate Leases. Immediately upon the execution of a Separate Lease for a Property Project by the new owner of the Property Project and Tenant, this Lease shall terminate with respect to such Property Project and the Separate Lease shall in all aspects be controlling, except for FSG’s 's obligation to enter into a Contraction Assignment or a Contraction Sublease, as applicable, to effectuate Tenant’s 's exercise of Contraction Rights for any Property Project subject to Continuing Term Separate Leases, which obligation of FSG shall continue so long as Tenant continues to have Contraction Rights under this Lease. Notwithstanding the foregoing, (a) in no event shall Tenant’s right to elect (without Landlord’s approval) a Five Year Term Separate Lease as provided in this Section 9.3 apply to any foreclosure of any Property or the delivery of any deed-in-lieu of foreclosure and Tenant’s right to elect (without Landlord’s approval) a Five Year Term Separate Lease shall terminate and be of no further force or effect upon and following a foreclosure or the delivery of a deed-in-lieu of foreclosure, and (b) Tenant’s obligation to pay Rent under a Separate Lease shall not commence until Tenant has received at least ten (10) days prior written notice of such third party landlord’s name, address and other payment information.

Separate Lease. If Landlord either Lessor and Lessee acknowledge and agree and it is their intent that the cars subject to this Rider may be owned by one or more persons or entities other than Lessor (a) conveys and that after the date hereof cars may be sold or transferred to one or more other persons or entities pursuant to Article 23 or otherwise), and, accordingly, Lessor and Lessee agree that this Rider shall constitute one or more separate and severable Leases, with each such Lease being comprised of the cars subject hereto that are owned by a Property single person or entity. Each such Lease shall incorporate the terms of the above referenced Railroad Car Lease Agreement and shall be separate and severable in all respects from each other Lease made pursuant to a party that is not an Affiliate of Landlord after complying with the provisions of Sections 9.1 this Rider and 9.2, from any other cars or riders relating to the extent that above referenced Railroad Car Lease Agreement, and shall be separately transferable for all purposes EXHIBIT D Term - The minimum term for the cars leased hereunder shall be ______ months, and the cars shall continue under lease thereafter for successive one (1) month terms, at the same are applicablerate and under the same conditions, or unless notice, in writing, requesting cancellation shall be given by either party to the other at least thirty (b30) conveys a Property at which Tenant’s Occupancy Percentage is twenty-five percent (25%) or less days prior to an Affiliate of FSG, if so requested in writing by Landlord, Tenant, as tenant, shall execute a Separate Lease with the new owner expiration of the Propertyinitial term or any successive term for cars covered by this Rider. Thereafter, as landlordthis Rider shall terminate automatically upon the date of release of the last car covered by this Rider. Cancels Rider Number NA TRINITY INDUSTRIES LEASING COMPANY By: Vice President, which Separate Lease shall relate solely to Portfolio Management LESSEE By: Title: EXHIBIT D EXHIBIT E FORM OF NET LEASE TRINITY INDUSTRIES LEASING COMPANY RAILROAD CAR NET LEASE AGREEMENT This LEASE AGREEMENT, dated ______________ 20__, (hereinafter called the conveyed Property “Agreement”) by and shall (i) be for the same Term, including Renewal Terms, as would otherwise pertain under this Lease (any such Separate Leasebetween TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation, with its principal office at 0000 Xxxxxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000 (hereinafter called “Continuing Term Separate LeaseLessor”) orand ___________, at Tenant’s election and/or Landlord’s election, but, if at Landlord’s election, subject to disapproval by Tenant in Tenant’s sole discretion, an initial term of five (5a(n) years_______________ corporation, with renewal terms of five its principal office at________________ (5) years each through the Expiration Date (any such Separate Lease, a hereinafter called “Five Year Term Separate LeaseLessee”), (ii) be for the same Annual Basic Rent, Excess Basic Rent, if any, and Additional Rent as would otherwise be payable under this Lease (regardless of whether the Separate Lease is a Continuing Term Separate Lease or a Five Year Term Separate Lease) and (iii) otherwise be on all . In consideration of the same mutual terms and conditions hereinafter set forth, the parties hereto hereby agree as set forth in this Lease, except that (A) if the Contraction Premises are located in a Property that is subject to a Continuing Term Separate Lease, Tenant shall exercise the Contraction Rights granted to Tenant under Article XI by entering into a Contraction Assignment (if the Contraction Premises constitutes all of the Leased Premises at the Property) or a Contraction Sublease (if the Contraction Premises constitutes a portion, but less than all, of the Leased Premises at the Property) with FSG or, at FSG’s election, an Affiliate of FSG and (B) Tenant shall have no Contraction Rights under Article XI for any Properties subject to Five Year Term Separate Leases. Immediately upon the execution of a Separate Lease for a Property by the new owner of the Property and Tenant, this Lease shall terminate with respect to such Property and the Separate Lease shall in all aspects be controlling, except for FSG’s obligation to enter into a Contraction Assignment or a Contraction Sublease, as applicable, to effectuate Tenant’s exercise of Contraction Rights for any Property subject to Continuing Term Separate Leases, which obligation of FSG shall continue so long as Tenant continues to have Contraction Rights under this Lease. Notwithstanding the foregoing, (a) in no event shall Tenant’s right to elect (without Landlord’s approval) a Five Year Term Separate Lease as provided in this Section 9.3 apply to any foreclosure of any Property or the delivery of any deed-in-lieu of foreclosure and Tenant’s right to elect (without Landlord’s approval) a Five Year Term Separate Lease shall terminate and be of no further force or effect upon and following a foreclosure or the delivery of a deed-in-lieu of foreclosure, and (b) Tenant’s obligation to pay Rent under a Separate Lease shall not commence until Tenant has received at least ten (10) days prior written notice of such third party landlord’s name, address and other payment information.follows: