Common use of Lessee's Purchase in Certain Circumstances Clause in Contracts

Lessee's Purchase in Certain Circumstances. (a) If (A) the Owner Participant or any Affiliate thereof is or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would not be an eligible "Transferee" by reason of Section 6.1(b) (and, in the case of an Affiliate, such entity continues to be an Affiliate of the Owner Participant after such acquisition, merger or consolidation), or (B) the Lessee shall have requested a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection with the granting of the initial waiver, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the Beneficial Interest pursuant to Section 22.1 of the Lease, the Lessee may elect either to: Participation Agreement (TRLI 2001-1B) (i) keep the Lease and the Equipment Notes in place and require that the Owner Participant, and the Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 (other than provisions of Sections 6.1(a), (b), (i), (l) and (n)) to the Lessee or such other transferee as the Lessee may designate (such transfer to occur on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to such Determination Date) at a purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) above, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent due and unpaid on such date that is payable to the Owner Participant; provided, however, that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; provided, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x) (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Trustee and the Indenture Trustee not less than 60 days prior to such Determination Date, purchase the Equipment for a purchase price equal to (I) the Termination Amount calculated as of such Determination Date, plus (II) in the case of clause (B) of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date, plus (III) without duplication or limitation, all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipment, including, without limitation, all accrued and unpaid Basic Rent therefor as of such Determination Date (exclusive of any Basic Rent payable on such date), Make-Whole Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect to the Equipment and Late Payment Premium, if any, due Participation Agreement (TRLI 2001-1B) and owing under the Operative Agreements with respect to the Equipment so that, after receipt and application of all such payments the Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, in respect of all such Units, the sum of the Accumulated Equity Deficiency Amount (without duplication of any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent due and unpaid on such Determination Date that are payable to the Owner Participant. (b) If the Lessee elects to exercise the option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided in Section 6.9(a), the Lessee shall, as the purchase price therefor pay the purchase price, as specified in Section 6.9(a)(ii), with respect to the Equipment, together with all other amounts due and owing by the Lessee under the Operative Agreements. (c) In connection with any purchase of the Equipment under this Section 6.9, the Lessee will make the payments required by Section 6.9(a)(ii) in immediately available funds against delivery of a bill of sale transferring and assigning to the Lessee all right, txxxx and interest of the Lessor in and to the Equipment on an "as-is" "where-is" basis and containing a warranty with respect to the absence of any Lessor's Lien. In such event, the costs of preparing the bill of sale or other transfer documents and all other documentatixx xelating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c), all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment shall continue.

Lessee's Purchase in Certain Circumstances. (a) If (A) the Owner Participant or any Affiliate thereof is or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would not be an eligible "Transferee" by reason of Section 6.1(b) (and, in the case of an Affiliate, such entity continues to be an Affiliate of the Owner Participant after such acquisition, merger or consolidation), or (B) the Lessee shall have requested a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection with the granting of the initial waiver, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the Beneficial Interest pursuant to Section 22.1 of the Lease, the Lessee may elect either to: Participation Agreement (TRLI 2001-1B): (i) keep the Lease and the Equipment Notes in place and require that the Owner Participant, and the Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 (other than provisions of Sections 6.1(a), (b), (i), (l1) and (nm)) to the Lessee or such other transferee as the Lessee may designate (such transfer to occur on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to such Determination Date) at a purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) above, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent due and unpaid on such date that is payable to the Owner Participant; provided, however, that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; provided, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x)due (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Trustee and the Indenture Trustee not less than 60 days prior to such Determination Date, purchase all of the Equipment for a purchase price equal to (I) the aggregate Termination Amount Amounts for all Units calculated as of such Determination Date, plus (II) in the case of clause (B) of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date, plus (III) without duplication or limitation, all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipment, including, without limitation, all accrued and unpaid Basic Rent therefor as of such Determination Date (exclusive of any Basic Rent payable on such date), Make-Whole Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect to the Equipment and Late Payment Premium, if any, due Participation Agreement (TRLI 2001-1B) and owing under the Operative Agreements with respect to the Equipment so that, after receipt and application of all such payments payments, (i) the Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, in respect of all such Units, the sum of the Accumulated Equity Deficiency Amount (without duplication of any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent due and unpaid on such Determination Date that are payable to the Owner ParticipantParticipant and (ii) all principal of and interest and Premium, if any, on the Equipment Notes shall have been paid. (b) If the Lessee elects to exercise the option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided in Section 6.9(a), the Lessee shall, as the purchase price therefor therefor, pay the purchase price, price as specified in Section 6.9(a)(ii), ) with respect to the Equipment, together with all other amounts due and owing by the Lessee under the Operative Agreements, and, without duplication, all Policy Provider Amounts and Policy Provider Reimbursement Costs due and owing to the Policy Provider. (c) In connection with any purchase of the Equipment under this Section 6.9, the Lessee will make the payments required by Section 6.9(a)(ii) and 6.9(b) in immediately available funds against delivery of a bill xxxx of sale transferring and assigning to the Lessee all right, txxxx title and interest of the Lessor in and to the Equipment on an "as-is" "where-is" basis and containing a warranty with respect to the absence of any Lessor's Lien. In such event, the costs of preparing the bill xxxx of sale or other transfer documents and all other documentatixx xelating documentation relating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c), all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment shall continue.

Lessee's Purchase in Certain Circumstances. (a) If (A) the Owner Participant or any Affiliate thereof is or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would not be an eligible "Transferee" by reason of Section 6.1(b) (and, in the case of an Affiliate, such entity continues to be an Affiliate of the Owner Participant after such acquisition, merger or consolidation), or (B) the Lessee shall have requested a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection with the granting of the initial waiver, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the Beneficial Interest pursuant to Section 22.1 of the Lease, the Lessee may elect either to: Participation Agreement (TRLI 2001-1B1C) (i) keep the Lease and the Equipment Notes in place and require that the Owner Participant, and the Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 (other than provisions of Sections 6.1(a), (b), (i), (l) and (n)) to the Lessee or such other transferee as the Lessee may designate (such transfer to occur on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to such Determination Date) at a purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) above, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent due and unpaid on such date that is payable to the Owner Participant; provided, however, that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; provided, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x) (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Trustee and the Indenture Trustee not less than 60 days prior to such Determination Date, purchase the Equipment for a purchase price equal to (I) the Termination Amount calculated as of such Determination Date, plus (II) in the case of clause (B) of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date, plus (III) without duplication or limitation, all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipment, including, without limitation, all accrued and unpaid Basic Rent therefor as of such Determination Date (exclusive of any Basic Rent payable on such date), Make-Whole Amount then payable on the Participation Agreement (TRLI 2001-1C) Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect to the Equipment and Late Payment Premium, if any, due Participation Agreement (TRLI 2001-1B) and owing under the Operative Agreements with respect to the Equipment so that, after receipt and application of all such payments the Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, in respect of all such Units, the sum of the Accumulated Equity Deficiency Amount (without duplication of any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent due and unpaid on such Determination Date that are payable to the Owner Participant. (b) If the Lessee elects to exercise the option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided in Section 6.9(a), the Lessee shall, as the purchase price therefor pay the purchase price, as specified in Section 6.9(a)(ii), with respect to the Equipment, together with all other amounts due and owing by the Lessee under the Operative Agreements. (c) In connection with any purchase of the Equipment under this Section 6.9, the Lessee will make the payments required by Section 6.9(a)(ii) in immediately available funds against delivery of a bill of sale transferring and assigning to the Lessee all right, txxxx and interest of the Lessor in and to the Equipment on an "as-is" "where-is" basis and containing a warranty with respect to the absence of any Lessor's Lien. In such event, the costs of preparing the bill of sale or other transfer documents and all other documentatixx xelating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c), all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment shall continue.

Lessee's Purchase in Certain Circumstances. (a) If (A) the Owner Participant or any Affiliate thereof is or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would not be an eligible "Transferee" by reason of Section 6.1(b) (and, in the case of an Affiliate, such entity continues to be an Affiliate of the Owner Participant after such acquisition, merger or consolidation), or (B) the Lessee shall have requested a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection with the granting of the initial waiverwaiver or any such waiver shall have expired without being renewed or extended, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the Beneficial Interest pursuant to Section 22.1 of the Lease, the Lessee may elect either to: Participation Agreement (TRLI 2001-1B): (i) keep the Lease and the Equipment Notes in place and require that the Owner Participant, and the Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 (other than provisions of Sections 6.1(a), (b), (h), (i), (l) and (nm)) to the Lessee or such other transferee as the Lessee may designate (such transfer to occur on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to such Determination Date) at a purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) above, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent due and unpaid on such date that is payable to the Owner Participant; provided, however, that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; provided, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x) (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Trustee and the Indenture Trustee not less than 60 days prior to such Determination Date, purchase all of the Equipment for a purchase price equal to (I) the aggregate Termination Amount Amounts for all Units calculated as of such Determination Date, plus (II) in the case of clause (B) of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date, plus (III) without duplication or limitation, all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipment, including, without limitation, all accrued and unpaid Basic Rent therefor as of such Determination Date (exclusive of any Basic Rent payable on such date), Make-Whole Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect to the Equipment and Late Payment Premium, if any, due Participation Agreement (TRLI 2001-1B) and owing under the Operative Agreements with respect to the Equipment so that, after receipt and application of all such payments payments, (i) the Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, in respect of all such Units, the sum of the Accumulated Equity Deficiency Amount (without duplication of any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent due and unpaid on such Determination Date that are payable to the Owner ParticipantParticipant and (ii) all principal of and interest and Premium, if any, on the Equipment Notes shall have been paid. (b) If the Lessee elects to exercise the option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided in Section 6.9(a), the Lessee shall, as the purchase price therefor therefor, pay the purchase price, price as specified in Section 6.9(a)(ii), ) with respect to the Equipment, together with all other amounts due and owing by the Lessee under the Operative Agreements, and, without duplication, all Policy Provider Amounts and Policy Provider Reimbursement Costs due and owing to the Policy Provider. (c) In connection with any purchase of the Equipment under this Section 6.9, the Lessee will make the payments required by Section 6.9(a)(ii) in immediately available funds against delivery of a bill of sale transferring and assigning to the Lessee all right, txxxx and interest of the Lessor in and to the Equipment on an "as-is" "where-is" basis and containing a warranty with respect to the absence of any Lessor's Lien. In such event, the costs of preparing the bill of sale or other transfer documents and all other documentatixx xelating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c), all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment shall continue.6.9

Lessee's Purchase in Certain Circumstances. (a) If (A) the Owner Participant or any Affiliate thereof is or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would not be an eligible "Transferee" by reason of Section 6.1(b) (and, in the case of an Affiliate, such entity continues to be an Affiliate of the Owner Participant after such acquisition, merger or consolidation), or (B) the Lessee shall have requested a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection with the granting of the initial waiver, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the Beneficial Interest pursuant to Section 22.1 of the Lease, the Lessee may elect either to: Participation Agreement (TRLI 2001-1B): (i) keep the Lease and the Equipment Notes in place and require that the Owner Participant, and the Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 (other than provisions of Sections 6.1(a), (b), (i), (l1) and (nm)) to the Lessee or such other transferee as the Lessee may designate (such transfer to occur on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to such Determination Date) at a purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) above, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent due and unpaid on such date that is payable to the Owner Participant; provided, however, that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; provided, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x)52 (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Trustee and the Indenture Trustee not less than 60 days prior to such Determination Date, purchase all of the Equipment for a purchase price equal to (I) the aggregate Termination Amount Amounts for all Units calculated as of such Determination Date, plus (II) in the case of clause (B) of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date, plus (III) without duplication or limitation, all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipment, including, without limitation, all accrued and unpaid Basic Rent therefor as of such Determination Date (exclusive of any Basic Rent payable on such date), Make-Whole Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect to the Equipment and Late Payment Premium, if any, due Participation Agreement (TRLI 2001-1B) and owing under the Operative Agreements with respect to the Equipment so that, after receipt and application of all such payments payments, (i) the Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, in respect of all such Units, the sum of the Accumulated Equity Deficiency Amount (without duplication of any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent due and unpaid on such Determination Date that are payable to the Owner ParticipantParticipant and (ii) all principal of and interest and Premium, if any, on the Equipment Notes shall have been paid. (b) If the Lessee elects to exercise the option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided in Section 6.9(a), the Lessee shall, as the purchase price therefor therefor, pay the purchase price, price as specified in Section 6.9(a)(ii), ) with respect to the Equipment, together with all other amounts due and owing by the Lessee under the Operative Agreements, and, without duplication, all Policy Provider Amounts and Policy Provider Reimbursement Costs due and owing to the Policy Provider. (c) In connection with any purchase of the Equipment under this Section 6.9, the Lessee will make the payments required by Section 6.9(a)(ii) and 6.9(b) in immediately available funds against delivery of a bill xxxx of sale transferring and assigning to the Lessee all right, txxxx title and interest of the Lessor in and to the Equipment on an "as-is" "where-is" basis and containing a warranty with respect to the absence of any Lessor's Lien. In such event, the costs of preparing the bill xxxx of sale or other transfer documents and all other documentatixx xelating documentation relating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c), all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment shall continue.

Lessee's Purchase in Certain Circumstances. (a) If (A) the Owner Participant or any Affiliate thereof is or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would not be an eligible "Transferee" by reason of Section 6.1(b6.1(a)(ii) (and, in the case of an Affiliate, such entity continues to be an Affiliate of the Owner Participant after such acquisition, merger or consolidation), or (B) the Lessee shall have requested a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection with the granting of the initial waiver, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the Beneficial Interest pursuant to Section 22.1 of the Lease, the Lessee may elect either to: Participation Agreement (TRLI 2001-1B): (i) keep the Lease and the Equipment Notes in place and require that the Owner Participant, and the Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 6.1 (a) (other than provisions of Sections 6.1(a6.1(a)(i), (bii), (iix), (lxii) and (nxiii)) to the Lessee or such other transferee as the Lessee may designate (such transfer to occur on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to such Determination Date) at a purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) above, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent due and unpaid on such date that is payable to the Owner Participant; provided, however, that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; provided, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x) (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Trustee and the Indenture Trustee not less than 60 days prior to such Determination Date, purchase all of the Equipment for a purchase price equal to (I) the aggregate Termination Amount Amounts for all Units calculated as of such Determination Date, plus (II) in the case of clause (B) of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date, plus (III) without duplication or limitation, all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipment, including, without limitation, all accrued and unpaid Basic Rent therefor as of such Determination Date (exclusive of any Basic Rent payable on such date), Make-Whole Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect to the Equipment and Late Payment Premium, if any, due Participation Agreement (TRLI 2001-1B) and owing under the Operative Agreements with respect to the Equipment so that, after receipt and application of all such payments payments, (i) the Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, in respect of all such Units, the sum of the Accumulated Equity Deficiency Amount (without duplication of any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent due and unpaid on such Determination Date that are payable to the Owner ParticipantParticipant and (ii) all principal of and interest and Premium, if any, on the Equipment Notes shall have been paid. (b) If the Lessee elects to exercise the option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided in Section 6.9(a), the Lessee shall, as the purchase price therefor therefor, pay the purchase price, price as specified in Section 6.9(a)(ii), ) with respect to the Equipment, together with all other amounts due and owing by the Lessee under the Operative Agreements, and, without duplication, all Policy Provider Amounts and Policy Provider Reimbursement Costs due and owing to the Policy Provider. (c) In connection with any purchase of the Equipment under this Section 6.9, the Lessee will make the payments required by Section 6.9(a)(ii) and 6.9(b) in immediately available funds against delivery of a bill xxxx of sale transferring and assigning to the Lessee all right, txxxx title and interest of the Lessor in and to the Equipment on an "as-is" "where-is" basis and containing a warranty with respect to the absence of any Lessor's Lien. In such event, the costs of preparing the bill xxxx of sale or other transfer documents and all other documentatixx xelating documentation relating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c), all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment shall continue.

Lessee's Purchase in Certain Circumstances. (a) If (A) the an Owner Participant or any Affiliate thereof is or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would engaged in full service railcar leasing, whether or not be a direct competitor to the Lessee or any Affiliate thereof, or any Person that has a material interest (whether held directly or indirectly) in an eligible "Transferee" by reason of Section 6.1(b) (andenterprise that engages in a business that is competitive with the Lessee's full service railcar leasing business, in the case of an AffiliateLessee may, such entity continues to be an Affiliate no later than one year after a Responsible Officer of the Lessee has actual knowledge of such event, request that such Owner Participant after such acquisition, merger or consolidation), or (B) the Lessee shall have requested a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection with the granting of the initial waiver, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the transfer its Beneficial Interest pursuant to Section 22.1 6.1. If such Owner Participant has not transferred its Beneficial Interest within 180 days of the Leasesuch request, the Lessee may elect either to: Participation Agreement (TRLI 2001-1B) (i) keep the Lease and the Equipment Notes in place and require that the Owner Participantmay, and the Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 (other than provisions of Sections 6.1(a), (b), (i), (l) and (n)) to the Lessee or such other transferee as the Lessee may designate (such transfer to occur on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to such Determination Date) at a purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) above, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent due and unpaid on such date that is payable to the Owner Participant; provided, however, that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; provided, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x) (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Trustee and the Indenture Trustee not less than 60 25 days prior to such Determination Date, purchase a number of the Units of Equipment equal to the percentage of the Equipment that the portion of the Beneficial Interest held by such Owner Participant bears to 100% of the Beneficial Interest for a purchase price equal to (I) the Termination Amount Value for such Units calculated as of such Determination Date, plus (II) in the case of clause (B) of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date, plus (III) without duplication or limitation, together with all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipmentsuch Units, including, without limitation, all accrued and unpaid Basic Rent therefor as of such Determination Date (exclusive of any in advance Basic Rent payable due on such date), ) and any Make-Whole Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect to such Units; provided, that an institutional investor which is a passive investor in the Equipment and Late Payment Premiumfinancing of equipment or facilities used in full service railcar leasing shall not, if anysolely by reason of such investment, due Participation Agreement be deemed to be engaged in such businesses; provided, further, that none of any Owner Participant or Affiliate thereof shall be deemed to (TRLI 2001-1Bi) and owing be engaged in full service railcar leasing or (ii) hold (directly or indirectly) any material interest in any business that is competitive with the Lessee's full service railcar leasing business, solely by reason of any sale, lease or other disposition (or any actions in furtherance of any of the foregoing), of any of such Person's interest in any equipment or facilities directly or indirectly owned, leased or otherwise controlled pursuant to any such Person's passive investment in the financing of any such equipment or facilities used in full service railcar leasing. In the event that such Owner Participant hereinabove referred to holds less than 100% of the Beneficial Interest, the determination as to which Units are to be purchased under the Operative Agreements with respect this Section 6.9 shall be made on a random or other basis (in each case reasonably acceptable to the Equipment so thatLessor) without discrimination based on maintenance status, after receipt and application of all such payments the Owner Participant shall be entitled under the terms operating condition of the Collateral Agency Agreement Units in question or otherwise and the notice hereinabove referred to receive, and does receive, shall describe such manner in respect of all such Units, which the sum of the Accumulated Equity Deficiency Amount (without duplication of any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent due and unpaid on such Determination Date that Lessee proposes to determine which Units are payable to the Owner Participant. (b) be purchased hereunder. If the Lessee elects to exercise the purchase option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided for in this Section 6.9(a)6.9, the Lessee shall, as the purchase price therefor therefor, in the sole discretion of the Lessee, either (i) pay the purchase priceTermination Value, as specified in Section 6.9(a)(ii)the paragraph above, with respect to the Equipmentsuch Units, together with all other amounts due and owing by the Lessee under the Operative Agreements. , or (cii) In connection with any purchase pay the difference between the Termination Value and the portion of the outstanding principal amount of the Equipment under Notes which relates to such Units as of the Determination Date specified by the Lessee in the first sentence of this Section 6.96.9 and assume on a full resource basis, and indemnify the Lessor against, all of the Owner Trustee's obligations under the Indenture in respect of such portion of the indebtedness evidenced by such Equipment Notes; provided, that, following such assumption, the purchased Units shall remain subject to the lien of a separate indenture similar to the Indenture pursuant to Section 3.06 of the Indenture. The Lessee will make the payments required by foregoing clause (i) or assume such portion of the indebtedness evidenced by the Equipment Notes which relates to such Units as provided in foregoing clause (ii) on the Determination Date designated in the first sentence of Section 6.9(a)(ii) 6.9 in immediately available funds against delivery of a bill xxxx of sale transferring and assigning to the Lessee all right, txxxx title and interest of the Lessor in and to the Equipment Units on an "as-is" "where-is" basis and containing a warranty with respect to the absence of any against Lessor's LienLiens. In such event, the costs of preparing the bill xxxx of sale or other transfer documents and all other documentatixx xelating documentation relating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c)this second paragraph of Section 6.9, all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment Units in question shall continue.

Lessee's Purchase in Certain Circumstances. (a) If (A) the an Owner Participant, any Transferee or any Affiliate of such Owner Participant or any Affiliate thereof Transferee is engaged, or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would not be an eligible "Transferee" by reason of Section 6.1(b) (andengaged, in the case of an Affiliatefull service railcar leasing, such entity continues to be an Affiliate of the Owner Participant after such acquisition, merger whether or consolidation), or (B) the Lessee shall have requested not a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection with the granting of the initial waiver, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the Beneficial Interest pursuant to Section 22.1 of the Lease, the Lessee may elect either to: Participation Agreement (TRLI 2001-1B) (i) keep the Lease and the Equipment Notes in place and require that the Owner Participant, and the Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 (other than provisions of Sections 6.1(a), (b), (i), (l) and (n)) direct competitor to the Lessee or such other transferee as any Affiliate thereof, or by or with any Person that has a material interest (whether held directly or indirectly) in an enterprise that engages in a business that is competitive with the Lessee's full service railcar leasing business, the Lessee may designate (such transfer to occur may, on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to such Determination Date) at a purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) aboveTrustee, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent due and unpaid on such date that is payable to the Owner Participant; provided, however, that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; provided, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x) (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Indenture Trustee and the Indenture Pass Through Trustee not less than 60 25 days prior to such Determination Date, purchase all, but not less than all, the Equipment for a purchase price equal to (I) the greater of Termination Amount Value or the Fair Market Sales Value, each calculated as of such Determination Date, plus (II) in the either case of clause (B) of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date, plus (III) without duplication or limitation, all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipment, including, without limitation, all accrued and unpaid Basic Rent therefor for the Equipment as of such Determination Date (exclusive the date of purchase and any Basic Rent payable on such date), Make-Whole Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect Indenture; provided, that the Lessee's rights to purchase the Equipment and Late Payment Premium, if any, due Participation Agreement pursuant to this Section 6.9 shall terminate on the earlier to occur of (TRLI 2001-1Bi) and owing under the Operative Agreements with respect to the Equipment so that, 90th day after receipt and application by the Lessee of all such payments written notice from the Owner Participant or any Transferee or any Affiliate thereof, that it is engaged in full service railcar leasing or of any such acquisition, merger or consolidation and (ii) the 90th day after the Lessee otherwise obtains actual knowledge of any such occurrence; provided further, that an institutional investor which is a passive investor in the financing of equipment or facilities used in full service railcar leasing shall not, solely by reason of such investment, be deemed to be engaged in such business; provided, further, that neither the Owner Participant or any Transferee nor Affiliate thereof shall be entitled under deemed to (i) be engaged in full service railcar leasing or (ii) hold (directly or indirectly) any material interest in any business that is competitive with the terms Lessee's full service railcar leasing business, solely by reason of any sale, lease or other disposition (or any actions in furtherance of any of the Collateral Agency Agreement foregoing), of any of such Person's interest in any equipment or facilities directly or indirectly owned, leased or otherwise controlled pursuant to receive, and does receive, any such Person's passive investment or loan participation in respect the financing of all any such Units, the sum equipment or facilities used in full service railcar leasing or any re-leasing or sale of any rail equipment which is returned to or repossessed by or on behalf of the Accumulated Equity Deficiency Amount (without duplication of Owner Participant or any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent due and unpaid on such Determination Date that are payable to Affiliate from a lessee or borrower in connection with a lease financing or lender transaction entered into by the Owner Participant. (b) Participant or such Affiliate as a passive lessor, investor or lender. If the Lessee elects to exercise the purchase option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided for in this Section 6.9(a)6.9, the Lessee shall, as the purchase price therefor therefor, in the sole discretion of the Lessee, either (i) pay the purchase priceTermination Value or the Fair Market Sales Value, as specified in Section 6.9(a)(ii)the paragraph above, together with respect to all other amounts due and owing by Lessee under the EquipmentOperative Agreements, or (ii) pay the difference between the Termination Value or the Fair Market Sales Value, as applicable, and the outstanding principal amount of the Equipment Notes as of the Determination Date, together with all other amounts due and owing by the Lessee under the Operative Agreements. (c) In connection with any purchase , and assume on a full recourse basis pursuant to Section 4.01 of the Indenture, and agree to indemnify the Lessor against, all of the Owner Trustee's obligations in respect of the related Equipment under this Section 6.9Notes; provided, that, following such assumption, the purchased Units shall remain subject to the lien of the Indenture. The Lessee will make the payments required by Section 6.9(a)(iiforegoing clause (i) or assume the Equipment Notes as provided in immediately available funds foregoing clause (ii) on the Determination Date against delivery of a bill of xx sale transferring and assigning to the Lessee all right, txxxx title and interest of the Lessor in and to the Equipment such Units on an "as-is" "where-is" basis and containing a warranty with respect against the Lessor's Liens. The Lessor shall not be required to make any other representation or warranty as to the absence condition of such Units or any Lessor's Lien. In other matters, and may specifically disclaim any such event, the costs of preparing the bill of sale representations or other transfer documents and all other documentatixx xelating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c), all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment shall continuewarranties.

Lessee's Purchase in Certain Circumstances. (a) If (A) ------------------------------------------ the Owner Participant or any Affiliate thereof is or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would not be an eligible "Transferee" by reason of Section 6.1(b) (and, in the case of an Affiliate, such entity continues to be an Affiliate of the Owner Participant after such acquisition, merger or consolidation), or (B) the Lessee shall have requested a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection with the granting of the initial waiver, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the Beneficial Interest pursuant to Section 22.1 of the Lease, the Lessee may elect either to: [Participation Agreement (TRLI 2001GARC II 98-1BA)] (i) keep the Lease and the Equipment Notes in place and require that the Owner Participant, and the Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 (other than provisions of Sections 6.1(a), (b), (i), (l) and (n)) to the Lessee or such other transferee as the Lessee may shall designate (at a price which would result in the same economics to such transfer to occur on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to as if such Determination Date) at a Owner Participant had been paid its applicable portion of the purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) above, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive plus all other amounts to which the Owner Participant would be entitled upon the Lessee's payment in full of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent all amounts due and unpaid on such date that is payable to owing by Lessee under the Owner ParticipantOperative Agreements, as set forth below); provided, however, provided that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 clause (x) shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; providedParticipant, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x) (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Trustee and the Indenture Trustee not less than 60 25 days prior to such Determination Date, purchase the Equipment for a purchase price equal to (I) the Termination Amount Value calculated as of such Determination Date, plus Date (II) provided that in the case of clause (B) above, the amount referred to in this Clause (I) shall equal the greater of the lead paragraph of this Section 6.9(a), the excess, if any, of Termination Value or the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date), plus (IIIII) without duplication or limitation, all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipmentsuch Units, including, without limitation, all accrued and unpaid Basic Rent therefor as of such Determination Date (exclusive of any Basic Rent payable in advance on such date), any interest accrued and unpaid with respect to such unpaid Basic Rent, any Make-Whole Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect to the Equipment and any then Late Payment Premium, if any, Premium due Participation Agreement (TRLI 2001-1B) and owing under the Operative Agreements with respect to the Equipment such Units so that, after receipt and application of all such payments but without any withdrawal from any Reserve Account the Owner Participant shall be entitled under the terms of the Collateral Agency Intercreditor Agreement to receive, and does receive, in respect of all such Units, the sum of the Accumulated Equity Deficiency Amount (without duplication of any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent then due and unpaid on such Determination Date that are payable to the Owner Participant. . In the event that such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, the Manager or any Affiliate of either thereof), in lieu of purchasing of the Equipment as provided above, the Lessee may instead purchase such Owner Participant's Beneficial Interest for a purchase price equal to (a) the excess of (i) the purchase price for the Equipment determined as provided above in this Section 6.9 over (ii) the sum of the principal amount of Equipment Notes then outstanding (b) multiplied by a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests. If the Lessee elects to exercise the option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided in this Section 6.9(a)6.9, the Lessee shall, as the purchase price therefor therefor, in the sole discretion of the Lessee, either (i) pay the purchase price, as specified in Section 6.9(a)(ii)the above paragraph, with respect to the Equipment, together with all other amounts due and owing by the Lessee under the Operative Agreements. , or (cii) so long as no [Participation Agreement (GARC II 98-A)] Lease Event of Default shall have occurred and be continuing and the Owner Participant is entitled under the terms of the Intercreditor Agreement to and does receive all such amounts, pay the difference between (x) the amounts specified in clause (i) above and (y) the unpaid principal amount of the Equipment Notes scheduled to be outstanding as of the Determination Date specified by the Lessee in the second sentence of this Section 6.9 (after deducting therefrom the principal installment, if any, to be paid on such date). In connection with any purchase of the Equipment under this Section 6.9Units hereunder, the Lessee will make the payments required by this Section 6.9(a)(ii) 6.9 in immediately available funds against delivery of a bill xxxx of sale transferring and assigning to the Lessee all right, txxxx title and interest of the Lessor in and to the Equipment Units on an "as-is" "where-is" basis and containing a warranty with respect to the absence of any Lessor's Lien. In such event, the costs of preparing the bill xxxx of sale or other transfer documents and all other documentatixx xelating documentation relating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c)this second paragraph of Section 6.9, all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment Units in question shall continue.

Lessee's Purchase in Certain Circumstances. (a) If (A) the Owner Participant or any Affiliate thereof is or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would not be an eligible "Transferee" by reason of Section 6.1(b) (and, in the case of an Affiliate, such entity continues to be an Affiliate of the Owner Participant after such acquisition, merger or consolidation), or (B) the Lessee shall have requested a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection with the granting of the initial waiver, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the Beneficial Interest pursuant to Section 22.1 of the Lease, the Lessee may elect either to: Participation Agreement (TRLI 2001-1B) (i) keep the Lease and the Equipment Notes in place and require that the Owner Participant, and the Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 (other than provisions of Sections 6.1(a), (b), (i), (l) and (n)) to the Lessee or such other transferee as the Lessee may designate (such transfer to occur on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to such Determination Date) at a purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) above, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent due and unpaid on such date that is payable to the Owner Participant; provided, however, that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; provided, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x) ) (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Trustee and the Indenture Trustee not less than 60 days prior to such Determination Date, purchase the Equipment for a purchase price equal to (I) the Termination Amount calculated as of such Determination Date, plus (II) in the case of clause (B) of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date, plus (III) without duplication or limitation, all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipment, including, without limitation, all accrued and unpaid Basic Rent therefor as of such Determination Date (exclusive of any Basic Rent payable on such date), Make-Whole Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect to the Equipment and Late Payment Premium, if any, due Participation Agreement (TRLI 2001-1B) and owing under the Operative Agreements with respect to the Equipment so that, after receipt and application of all such payments the Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, in respect of all such Units, the sum of the Accumulated Equity Deficiency Amount (without duplication of any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent due and unpaid on such Determination Date that are payable to the Owner Participant. (b) If the Lessee elects to exercise the option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided in Section 6.9(a), the Lessee shall, as the purchase price therefor pay the purchase price, as specified in Section 6.9(a)(ii), with respect to the Equipment, together with all other amounts due and owing by the Lessee under the Operative Agreements. (c) In connection with any purchase of the Equipment under this Section 6.9, the Lessee will make the payments required by Section 6.9(a)(ii) in immediately available funds against delivery of a bill xxxx of sale transferring and assigning to the Lessee all right, txxxx title and interest of the Lessor in and to the Equipment on an "as-is" "where-is" basis and containing a warranty with respect to the absence of any Lessor's Lien. In such event, the costs of preparing the bill xxxx of sale or other transfer documents and all other documentatixx xelating documentation relating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c), all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment shall continue.

Lessee's Purchase in Certain Circumstances. (a) If (A) the an Owner Participant Participant, any subsequent transferee or any Affiliate thereof is engaged, or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would not be an eligible "Transferee" by reason of Section 6.1(b) (andengaged, in the case of an Affiliatefull service railcar leasing, such entity continues to be an Affiliate of the Owner Participant after such acquisition, merger whether or consolidation), or (B) the Lessee shall have requested not a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection with the granting of the initial waiver, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the Beneficial Interest pursuant to Section 22.1 of the Lease, the Lessee may elect either to: Participation Agreement (TRLI 2001-1B) (i) keep the Lease and the Equipment Notes in place and require that the Owner Participant, and the Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 (other than provisions of Sections 6.1(a), (b), (i), (l) and (n)) direct competitor to the Lessee or such other transferee as any Affiliate thereof, or by or with any Person that has a material interest (whether held directly or indirectly) in an enterprise that engages in a business that is competitive with the Lessee's full service railcar leasing business, the Lessee may designate (such transfer to occur may, on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to such Determination Date) at a purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) aboveTrustee, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent due and unpaid on such date that is payable to the Owner Participant; provided, however, that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; provided, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x) (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Indenture Trustee and the Indenture Pass Through Trustee not less than 60 25 days prior to such Determination Date, purchase the Equipment for a purchase price equal to (I) the greater of Termination Amount Value or the Fair Market Sales Value, each calculated as of such Determination Date, plus (II) in the either case of clause (B) of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date, plus (III) without duplication or limitation, all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipment, including, without limitation, all accrued and unpaid Basic Rent therefor for the Equipment as of such Determination Date (exclusive the date of purchase and any Basic Rent payable on such date), Make-Whole Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect Indenture; provided, that the Lessee's rights to purchase the Equipment and Late Payment Premium, if any, due Participation Agreement pursuant to this Section 6.9 shall terminate on the earlier to occur of (TRLI 2001-1Bi) and owing under the Operative Agreements with respect to the Equipment so that, after receipt and application of all such payments the Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, in respect of all such Units, the sum of the Accumulated Equity Deficiency Amount (without duplication of any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent due and unpaid on such Determination Date that are payable to the Owner Participant. (b) 90th day If the Lessee elects to exercise the purchase option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided for in this Section 6.9(a)6.9, the Lessee shall, as the purchase price therefor therefor, in the sole discretion of the Lessee, either (i) pay the purchase priceTermination Value or the Fair Market Sales Value, as specified in Section 6.9(a)(ii)the paragraph above, together with respect to all other amounts due and owing by Lessee under the EquipmentOperative Agreements, or (ii) pay the difference between the Termination Value or the Fair Market Sales Value, as applicable, and the outstanding principal amount of the Equipment Notes as of the Determination Date, together with all other amounts due and owing by the Lessee under the Operative Agreements. (c) In connection with any purchase , and assume on a full recourse basis, and agree to indemnify the Lessor against, all of the Owner Trustee's obligations in respect of the related Equipment under this Section 6.9Notes; provided, that, following such assumption, the purchased Units shall remain subject to the lien of the related Indenture. The Lessee will make the payments required by Section 6.9(a)(iiforegoing clause (i) or assume the Equipment Notes as provided in immediately available funds foregoing clause (ii) on the Determination Date against delivery of a bill of xx sale transferring and assigning to the Lessee all right, txxxx title and interest of the Lessor in and to the Equipment such Units on an "as-is" "where-is" basis and containing a warranty with respect against the Lessor's Liens. The Lessor shall not be required to make any other representation or warranty as to the absence condition of such Units or any Lessor's Lien. In other matters, and may specifically disclaim any such event, the costs of preparing the bill of sale representations or other transfer documents and all other documentatixx xelating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c), all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment shall continuewarranties.

Lessee's Purchase in Certain Circumstances. (a) If (A) the an Owner ------------------------------------------ Participant or any Affiliate thereof is or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would engaged in full service railcar leasing, whether or not be a direct competitor to the Lessee or any Affiliate thereof, or any Person that has a material interest (whether held directly or indirectly) in an eligible "Transferee" by reason of Section 6.1(b) (andenterprise that engages in a business that is competitive with the Lessee's full service railcar leasing business, in the case of an AffiliateLessee may, such entity continues to be an Affiliate no later than one year after a Responsible Officer of the Lessee has actual knowledge of such event, request that such Owner Participant after such acquisition, merger or consolidation), or (B) the Lessee shall have requested a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection with the granting of the initial waiver, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the transfer its Beneficial Interest pursuant to Section 22.1 6.1. If such Owner Participant has not transferred its Beneficial Interest within 180 days of the Leasesuch request, the Lessee may elect either to: Participation Agreement (TRLI 2001-1B) (i) keep the Lease and the Equipment Notes in place and require that the Owner Participantmay, and the Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 (other than provisions of Sections 6.1(a), (b), (i), (l) and (n)) to the Lessee or such other transferee as the Lessee may designate (such transfer to occur on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to such Determination Date) at a purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) above, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent due and unpaid on such date that is payable to the Owner Participant; provided, however, that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; provided, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x) (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Trustee and the Indenture Trustee not less than 60 25 days prior to such Determination Date, purchase a number of the Units of Equipment equal to the percentage of the Equipment that the portion of the Beneficial Interest held by such Owner Participant bears to 100% of the Beneficial Interest for a purchase price equal to (I) the Termination Amount Value for such Units calculated as of such Determination Date, plus (II) in the case of clause (B) of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date, plus (III) without duplication or limitation, together with all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipmentsuch Units, including, without limitation, all accrued and unpaid Basic Rent therefor as of such Determination Date (exclusive of any in advance Basic Rent payable due on such date), ) and any Make-Whole Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect to such Units; provided, that an -------- institutional investor which is a passive investor in the Equipment and Late Payment Premiumfinancing of equipment or facilities used in full service railcar leasing shall not, if anysolely by reason of such investment, due Participation Agreement be deemed to be engaged in such businesses; provided, -------- further, that none of any Owner Participant or Affiliate thereof shall be deemed ------- to (TRLI 2001-1Bi) and owing be engaged in full service railcar leasing or (ii) hold (directly or indirectly) any material interest in any business that is competitive with the Lessee's full service railcar leasing business, solely by reason of any sale, lease or other disposition (or any actions in furtherance of any of the foregoing), of any of such Person's interest in any equipment or facilities directly or indirectly owned, leased or otherwise controlled pursuant to any such Person's passive investment in the financing of any such equipment or facilities used in full service railcar leasing. In the event that such Owner Participant hereinabove referred to holds less than 100% of the Beneficial Interest, the determination as to which Units are to be purchased under the Operative Agreements with respect this Section 6.9 shall be made on a random or other basis (in each case reasonably acceptable to the Equipment so thatLessor) without discrimination based on maintenance status, after receipt and application of all such payments the Owner Participant shall be entitled under the terms operating condition of the Collateral Agency Agreement Units in question or otherwise and the notice hereinabove referred to receive, and does receive, shall describe such manner in respect of all such Units, which the sum of the Accumulated Equity Deficiency Amount (without duplication of any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent due and unpaid on such Determination Date that Lessee proposes to determine which Units are payable to the Owner Participant. (b) be purchased hereunder. If the Lessee elects to exercise the purchase option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided for in this Section 6.9(a)6.9, the Lessee shall, as the purchase price therefor therefor, in the sole discretion of the Lessee, either (i) pay the purchase priceTermination Value, as specified in Section 6.9(a)(ii)the paragraph above, with respect to the Equipmentsuch Units, together with all other amounts due and owing by the Lessee under the Operative Agreements. , or (cii) In connection with any purchase pay the difference between the Termination Value and the portion of the outstanding principal amount of the Equipment under Notes which relates to such Units as of the Determination Date specified by the Lessee in the first sentence of this Section 6.96.9 and assume on a full resource basis, and indemnify the Lessor against, all of the Owner Trustee's obligations under the Indenture in respect of such portion of the indebtedness evidenced by such Equipment Notes; provided, -------- that, following such assumption, the purchased Units shall remain subject to the lien of a separate indenture similar to the Indenture pursuant to Section 3.06 of the Indenture. The Lessee will make the payments required by foregoing clause (i) or assume such portion of the indebtedness evidenced by the Equipment Notes which relates to such Units as provided in foregoing clause (ii) on the Determination Date designated in the first sentence of Section 6.9(a)(ii) 6.9 in immediately available funds against delivery of a bill xxxx of sale transferring and assigning to the Lessee all right, txxxx title and interest of the Lessor in and to the Equipment Units on an "as-is" "where-is" basis and containing a warranty with respect to the absence of any against Lessor's LienLiens. In such event, the costs of preparing the bill xxxx of sale or other transfer documents and all other documentatixx xelating documentation relating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c)this second paragraph of Section 6.9, all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment Units in question shall continue.

Lessee's Purchase in Certain Circumstances. (a) If (A) the Owner Participant or any Affiliate thereof is or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would not be an eligible "Transferee" by reason of Section 6.1(bSection 6.1 (a)(ii) (and, in the case of an Affiliate, 52 such entity continues to be an Affiliate of the Owner Participant after such acquisition, merger or consolidation), or (B) the Lessee shall have requested a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection with the granting of the initial waiver, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the Beneficial Interest pursuant to Section 22.1 of the Lease, the Lessee may elect either to: Participation Agreement (TRLI 2001-1B): (i) keep the Lease and the Equipment Notes in place and require that the Owner Participant, and the Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 6.1(a) (other than provisions of Sections 6.1(a6.1(a)(i), (bii), (iix), (lxii) and (nxiii)) to the Lessee or such other transferee as the Lessee may designate (such transfer to occur on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to such Determination Date) at a purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) above, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent due and unpaid on such date that is payable to the Owner Participant; provided, however, that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; provided, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x) (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Trustee and the Indenture Trustee not less than 60 days prior to such Determination Date, purchase the Equipment for a purchase price equal to (I) the Termination Amount calculated as of such Determination Date, plus (II) in the case of clause (B) of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date, plus (III) without duplication or limitation, all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipment, including, without limitation, all accrued and unpaid Basic Rent therefor as of such Determination Date (exclusive of any Basic Rent payable on such date), Make-Whole Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect to the Equipment and Late Payment Premium, if any, due Participation Agreement (TRLI 2001-1B) and owing under the Operative Agreements with respect to the Equipment so that, after receipt and application of all such payments the Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, in respect of all such Units, the sum of the Accumulated Equity Deficiency Amount (without duplication of any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent due and unpaid on such Determination Date that are payable to the Owner Participant. (b) If the Lessee elects to exercise the option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided in Section 6.9(a), the Lessee shall, as the purchase price therefor pay the purchase price, as specified in Section 6.9(a)(ii), with respect to the Equipment, together with all other amounts due and owing by the Lessee under the Operative Agreements. (c) In connection with any purchase of the Equipment under this Section 6.9, the Lessee will make the payments required by Section 6.9(a)(ii) in immediately available funds against delivery of a bill of sale transferring and assigning to the Lessee all right, txxxx and interest of the Lessor in and to the Equipment on an "as-is" "where-is" basis and containing a warranty with respect to the absence of any Lessor's Lien. In such event, the costs of preparing the bill of sale or other transfer documents and all other documentatixx xelating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c), all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment shall continue.this

Lessee's Purchase in Certain Circumstances. (a) If (A) the Owner ------------------------------------------ Participant or any Affiliate thereof is or acquires, is acquired by, merges or otherwise consolidates with any company or Affiliate thereof who would engaged in full service railcar leasing, whether or not be an eligible "Transferee" by reason of Section 6.1(b) (and, in a direct competitor to the case of an Affiliate, such entity continues to be an Lessee or any Affiliate of the Owner Participant after such acquisition, merger or consolidation)thereof, or any Person that has a material interest (Bwhether held directly or indirectly) the Lessee shall have requested in an enterprise that engages in a waiver pursuant to Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have refused to grant such waiver or shall have granted such waiver but shall have refused to further waive the requirement business that amounts be deposited in the Special Insurance Reserves Account pursuant to the Collateral Agency Agreement in connection is competitive with the granting of the initial waiver, or (C) the Lessee shall have elected to purchase, or arrange a purchase of, the Beneficial Interest pursuant to Section 22.1 of the LeaseLessee's full service railcar leasing business, the Lessee may elect may, no later than ninety (90) days after a Responsible Officer of the Lessee has actual knowledge of such event, either to: Participation Agreement (TRLI 2001-1B) (ix) keep the Lease and the Equipment Notes in place and require request that the Owner Participant, and the such Owner Participant agrees to, transfer its Beneficial Interest in accordance with the terms of Section 6.1 (other than provisions of Sections 6.1(a)6.1, (b), (i), (l) and (n)) to the Lessee or such other transferee as the Lessee may designate (such transfer to occur on a Determination Date which is designated by the Lessee by written notice to the Owner Participant not less than 60 days prior to such Determination Date) at a purchase price (the "Beneficial Interest Purchase Price") equal to (1) the Equity Portion of Termination Amount as of the date of such transfer, plus (2) in the case of clause (B) above, the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid therefor as of the date of such transfer (exclusive of any Basic Rent payable on such date), plus (4) without duplication or limitation of any amount under clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto, plus (5) without duplication or limitation of any amount under clauses (1) to (4) above, that portion of Supplemental Rent due and unpaid on such date that is payable to the Owner Participant; provided, however, that, without regard to such Owner Participant's obligations under the Operative Agreements relating to the period prior to such transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9 shall be without additional representations or warranties of or other liabilities or obligations on such Owner Participant other than those expressly set forth in the Owner Participant Agreements; provided, further, that in case such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of either thereof), the purchase price for such Owner Participant's Beneficial Interest shall be equal to (x) (i) the sum of the amounts calculated under clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests, plus (y) without duplication or limitation of any amount under clause (x) above, that portion of Supplemental Rent due and unpaid on such date that is payable to such Owner Participant; or (ii) on a Determination Date which is designated by the Lessee by written notice to the Owner Trustee and the Indenture Trustee not less than 60 25 days prior to such Determination Date, purchase the Equipment for a purchase price equal to (I) the Termination Amount Value calculated as of such Determination Date, plus (II) in the case of clause (B) of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair Market Sales Value of the Equipment calculated as of such date over the Termination Value as of such Determination Date, plus (III) without duplication or limitation, together with all other amounts due and owing by the Lessee under the Operative Agreements with respect to the Equipmentsuch Units, including, without limitation, all accrued and unpaid Basic Rent therefor as of such Determination Date (exclusive of any in advance Basic Rent payable due on such date), any interest accrued and unpaid with respect to such unpaid Basic Rent, any Make-Whole Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect to the Equipment such Units and any then Late Payment Premium, if any, Premium due Participation Agreement (TRLI 2001-1B) and owing under the Operative Agreements with respect to such Units; provided, that an institutional investor which is a passive investor in the Equipment so thatfinancing of equipment or facilities used in full service railcar leasing shall not, after receipt and application solely by reason of all such payments investment, be deemed to be engaged in such businesses; provided, further, that none of any Owner Participant or Affiliate thereof shall be deemed to (i) be engaged in full service railcar leasing or (ii) hold (directly or indirectly) any material interest in any business that is competitive with the Lessee's full service railcar leasing business, solely by reason of any sale, lease or other disposition (or any actions in furtherance of any of the foregoing) of any of such Person's interest in any equipment or facilities directly or indirectly owned, leased or otherwise controlled pursuant to any such Person's passive investment in the financing of any such equipment or facilities used in full service railcar leasing. In the event that the Lessee, pursuant to clause (x) of the preceding sentence, has requested the Owner Participant shall be entitled under to transfer its Beneficial Interest, and such Owner Participant has not transferred its Beneficial Interest within 180 days of such request, the terms Lessee may purchase the Equipment in accordance with clause (y) of the Collateral Agency Agreement to receivepreceding sentence. In the event that such Owner Participant holds less than 100% of the Beneficial Interest (after excluding any Beneficial Interests held by the Lessee, and does receivethe Manager or any Affiliate of either thereof), in respect lieu of all purchasing of the Equipment as provided above, the Lessee may instead purchase such Units, Owner Participant's Beneficial Interest for a purchase price equal to (a) the excess of (i) the purchase price for the Equipment determined as provided above in this Section 6.9 over (ii) the sum of the Accumulated Equity Deficiency Amount (without duplication principal amount of any amount provided under clauses (I) - (III) above) and Late Payment Interest related thereto and any other amounts of Supplemental Rent due and unpaid on such Determination Date that are payable to the Owner Participant. Equipment Notes then outstanding (b) multiplied by a fraction equal to the portion such Owner Participant's Beneficial Interest bears to 100% of the Beneficial Interests. If the Lessee elects to exercise the option to purchase the Equipment (as opposed to such Owner Participant's Beneficial Interest) as provided in this Section 6.9(a)6.9, the Lessee shall, as the purchase price therefor therefor, in the sole discretion of the Lessee, either (i) pay the purchase priceTermination Value, as specified in Section 6.9(a)(ii)the above paragraph, with respect to the Equipmentsuch Units, together with all other amounts due and owing by the Lessee under the Operative Agreements. , or (cii) In connection with any purchase so long as no Lease Event of Default shall have occurred and be continuing, pay the difference between the Termination Value and the portion of the outstanding principal amount of the Equipment under Notes as of the Determination Date specified by the Lessee in the second sentence of this Section 6.9, together with all other amounts due and payable and assume, and indemnify the Lessor against, all of the Owner Trustee's obligations under the Indenture in respect of such portion of the indebtedness evidenced by such Equipment Notes; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture; which separate indenture shall incorporate such covenants, events of default including appropriate cross-defaults to the Indenture and the Other Leases, agreements, terms and conditions from the Lease as may be reasonably required by the Indenture Trustee and shall include appropriate cross- collateralization with the security granted under the Indenture. The Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes on the Determination Date designated in accordance with the first sentence of this Section 6.9(a)(ii) 6.9 in immediately available funds against delivery of a bill xxxx of sale transferring and assigning to the Lessee all right, txxxx title and interest of the Lessor in and to the Equipment Units on an "as-is" "where-is" basis and containing a warranty with respect to the absence of any Lessor's Lien. In such event, the costs of preparing the bill xxxx of sale or other transfer documents and all other documentatixx xelating documentation relating to such purchase and the costs of any necessary filings related thereto will be borne by the Lessee. If the Lessee shall fail to fulfill its obligations under Sections 6.9(b) and (c)this second paragraph of Section 6.9, all of the Lessee's obligations under the Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, with respect to the Equipment Units in question shall continue.