Common use of Refinancing Clause in Contracts

Refinancing. So long as no Lease Event of Default has occurred and is continuing, the Lessee shall have the right, on no more than two occasions, in its sole discretion, at any time following the fifth anniversary of the Closing Date, to request the Owner Participant and the Trust to effect an optional prepayment of all, but not less than all, of the Equipment Notes pursuant to Section 2.10(d) of the Indenture as part of a refunding or refinancing operation, provided that the Lessee shall obtain the prior written consent of the Owner Participant to be granted in the sole discretion of the Owner Participant acting in good faith if such refinancing imposes any increased risk or liability on or otherwise adversely affects the Owner Participant; provided further, that the Owner Participant shall not withhold such consent if in its sole judgment (i) any increased risk or liability is both remote and not material, (ii) the Lessee and Trinity are at the time at least as creditworthy as on the Closing Date and (iii) the Lessee provides an indemnity, in form and substance satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity pursuant to a Guaranty substantially in the form of Section 11 of this Agreement. As soon as practicable after receipt of such request, the Owner Participant and the Lessee shall cooperate in good faith to effectuate such refinancing or refunding and shall enter into an agreement, in form and substance satisfactory to the parties thereto, as to the terms of such refunding or refinancing as follows: (a) the Lessee, the Owner Participant, the Indenture Trustee, the Owner Trustee, and any other appropriate parties will enter into a financing or loan agreement (which may involve an underwriting agreement in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering), in form and substance reasonably satisfactory to the parties thereto, providing for (i) the issuance and sale by the Trust or such other party as may be appropriate on the date specified in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency of the United States) equal to the principal amount of the Equipment Notes outstanding on the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, by more than six months) the Remaining Weighted Average Life of said Equipment Notes, (ii) the application of the proceeds of the sale of such debt securities to the prepayment of all such Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person or Persons entitled thereto of all other amounts, in respect of accrued interest, any Make Whole Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust will amend the Lease in a manner such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant to Section 10.2(a), the Lessee shall on the Refunding Date prepay that portion of the next succeeding installment of Basic Rent as shall equal the aggregate interest accrued on the Equipment Notes outstanding to the Refunding Date, (ii) Basic Rent payable in respect of the period from and after the Refunding Date shall be recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof); (c) the Trust will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further that, notwithstanding the foregoing (but subject to the provisions of clauses (a) and (b) and the lead in paragraph of this Section 10.2 above), the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements; (i) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust nor the Owner Participant shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably satisfactory to the Owner Participant and (ii) the Lessee shall provide satisfactory indemnity to the Owner Trustee and Owner Participant with respect to the refunding or refinancing; (e) unless otherwise agreed by each of the Owner Participant and the Policy Provider, the Lessee shall pay to the Trust as Supplemental Rent an amount, on an After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any, payable in respect of Equipment Notes outstanding on the Refunding Date pursuant to the Indenture, all interest which is accrued and unpaid in respect of late payments of Basic Rent or any part thereof, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) all reasonable fees, costs, expenses of such refunding or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors); (f) the Lessee shall give the Indenture Trustee, the Policy Provider, the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through Trustee and the Indenture Trustee shall have received (i) such opinions of counsel as they may reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating to the sale of securities and (ii) such other opinions of counsel and such certificates and other documents, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing); and (h) such refinancing shall not violate any requirement of law, and all necessary authorizations, approvals and consents shall have been obtained and shall be in full force and effect. The Lessee shall pay to or reimburse the Participants, the Owner Trustee and the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' and accountants' fees) paid or incurred by them in connection with such refunding or refinancing and (B) a refunding fee payable to each Owner Participant on a pro rata basis upon the occurrence of the second refunding or refinancing equal to the product of $1,000 multiplied by a fraction, the numerator of which is the total Equipment Cost of the Units on the date of such refinancing and the denominator of which is $1,000,000.

Refinancing. So long as no Lease Event (a) Subject to the terms and conditions of Default has occurred and is continuingthis Section 15.01, the Lessee shall have may request the right, on no more than two occasionsOwner Participant to participate in up to three refinancings, in its sole discretionwhole but not in part, at any time following of the Certificates prior to the end of the Basic Term (a "Refinancing"), provided, that, such Refinancing may not occur prior to the fifth anniversary of the Closing Refunding Date. Such Refinancings may be placed in either the private or public markets and shall be denominated in United States dollars (or in any other foreign currency so long as there is no foreign currency risk to the Owner Participant), and shall be on terms that do not materially adversely affect the Owner Participant. The Owner Participant agrees to request negotiate promptly in good faith to conclude an agreement with the Lessee as to the terms of any such Refinancing transaction (including the terms of any debt to be issued in connection with such refinancing and the documentation to be executed in connection therewith). Without the consent of the applicable Owner Participant, the prospectus and other offering materials relating to any Refinancing in the form of a public offering shall not identify the Owner Participant and the Trust to effect an optional prepayment of all, but shall not less than all, of the Equipment Notes pursuant to Section 2.10(d) of the Indenture as part of a refunding or refinancing operation, provided that the Lessee shall obtain the prior written consent include any financial statements of the Owner Participant to be granted or any Affiliate thereof. In connection with any such Refinancing in the sole discretion form of a public offering, the Lessee shall indemnify the Owner Participant acting for any liabilities under federal, state or foreign securities laws resulting from such offering. The aggregate principal amount of the new Certificates issued in good faith if such refinancing imposes any increased risk or liability connection with each Refinancing shall be the same as the aggregate principal amount outstanding on or otherwise adversely affects the Owner Participant; provided furtherCertificates being refinanced. (b) Notwithstanding anything herein to the contrary, that no Refinancing will be permitted unless the Owner Participant shall not withhold have received at least 10 Business Days' prior written notice of the closing date of such consent if Refinancing, the Owner Participant shall have been provided such longer period required for a reasonable opportunity to review the relevant documentation and the Owner Participant shall have determined in its sole judgment (i) good faith that neither it nor the Owner Trustee shall suffer any loss or expense or bear any increased risk as a result of such Refinancing (including, without limitation, any risk with respect to taxes or liability is both remote other adverse consequences to the Owner Participant including the application of Revenue Procedures 75-21 and 75-28 and Section 467 of the Code) for which it has not material, (ii) been or will not have been indemnified by the Lessee and Trinity are at the time at least as creditworthy as on the Closing Date and (iii) the Lessee provides an indemnity, in form and substance a manner reasonably satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity . Prior to the consummation of any Refinancing pursuant to a Guaranty substantially in the form of this Section 11 of this Agreement. As soon as practicable after receipt of such request15.01, the Owner Participant and the Lessee shall cooperate agree upon a schedule setting forth each installment of Basic Rent, Stipulated Loss Values and Termination Values payable pursuant to the Lease as a result of the Refinancing in good faith accordance with Section 3.04 of the Lease, and thereafter the amounts set forth in such schedule shall become the amounts payable under the Lease. Upon the consummation of the Refinancing, the evidence of indebtedness issued pursuant to effectuate such refinancing or refunding the Refinancing shall be considered "Certificates" for purposes of this Agreement, the Lease and the Indenture. (c) Notwithstanding the foregoing, the Owner Participant shall enter into an agreement, have no obligation to proceed with any Refinancing transaction as contemplated by this Section 15.01 unless the Lessee indemnifies the Owner Trustee and the Owner Participant by agreement in form and substance satisfactory to each of them, for any liability, obligation (other than the parties theretoobligation to pay principal and interest in respect of the refinanced indebtedness), as cost or expense (including, without limitation, reasonable attorneys' fees and Make-Whole Premium and any other premiums or other amounts due under the Indenture), including any adverse tax consequences or impact, related to or arising out of any such Refinancing transaction, except to the terms extent of such refunding or refinancing amounts included in Transaction Costs and payable by the Owner Participant as follows:provided herein. (ad) Each party agrees to take or cause to be taken all requested action, including, without limitation, the Lesseeexecution and delivery of any documents and instruments, including, without limitation, amendments or supplements to the Lease, which may be reasonably necessary or desirable to effect such Refinancing, including, in the case of the Owner Participant, direction to the Indenture TrusteeOwner Trustee by the Owner Participant to prepay the Certificates then outstanding; provided, however, that such Refinancing shall be subject to the satisfaction of each of the following conditions: (i) Payment of principal, accrued interest, Make-Whole Premium and breakage costs, if any, and all other sums due and owing on the Certificates payable under the Indenture; (ii) Payment in full of all other amounts then due and owing by the Lessee under this Agreement, the Owner TrusteeIndenture, the Lease, the Trust Agreement, and the Certificates then outstanding shall have been made by the Lessee; (iii) Such party shall have received such opinions of counsel (including, without limitation, an opinion received by the Owner Participant from independent tax counsel reasonably satisfactory to the Lessee that such Refinancing shall not result in any other appropriate parties will enter into a financing or loan agreement (which may involve adverse tax consequences to the Owner Participant, unless the Lessee shall have agreed to provide an underwriting agreement indemnity in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering), respect thereof reasonably satisfactory in form and substance reasonably satisfactory to the parties thereto, providing for (i) the issuance and sale by the Trust or such other party as may be appropriate on the date specified in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency of the United States) equal to the principal amount of the Equipment Notes outstanding on the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, by more than six months) the Remaining Weighted Average Life of said Equipment Notes, (ii) the application of the proceeds of the sale of such debt securities to the prepayment of all such Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person or Persons entitled thereto of all other amounts, in respect of accrued interest, any Make Whole Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust will amend the Lease in a manner such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant to Section 10.2(a), the Lessee shall on the Refunding Date prepay that portion of the next succeeding installment of Basic Rent as shall equal the aggregate interest accrued on the Equipment Notes outstanding to the Refunding Date, (ii) Basic Rent payable in respect of the period from and after the Refunding Date shall be recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof); (c) the Trust will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further that, notwithstanding the foregoing (but subject to the provisions of clauses (a) and (b) and the lead in paragraph of this Section 10.2 above), the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements; (i) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust nor the Owner Participant shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably satisfactory to the Owner Participant and (ii) the Lessee shall provide satisfactory indemnity to the Owner Trustee and Owner Participant with respect to the refunding or refinancing; (e) unless otherwise agreed by each of the Owner Participant and the Policy ProviderParticipant), the Lessee shall pay to the Trust as Supplemental Rent an amount, on an After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any, payable in respect of Equipment Notes outstanding on the Refunding Date pursuant to the Indenture, all interest which is accrued and unpaid in respect of late payments of Basic Rent or any part thereof, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) all reasonable fees, costs, expenses of such refunding or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors); (f) the Lessee shall give the Indenture Trustee, the Policy Provider, the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through Trustee and the Indenture Trustee shall have received (i) such opinions of counsel as they may reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating to the sale of securities and (ii) such other opinions of counsel and such certificates and other documentsdocuments as it may reasonably request, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing); andsuch party; (hiv) such refinancing shall not violate any requirement of law, and all necessary All authorizations, approvals and consents which in the reasonable judgment of the Owner Participant are necessary for such Refinancing shall have been obtained obtained; (v) The Lessee shall have provided or agreed to provide to the Owner Participant, as Supplemental Rent under the Lease, sufficient funds to pay any breakage costs, Make-Whole Premium and any other amounts due under the Indenture; (vi) The satisfaction or waiver by each other party to this Agreement of the conditions set forth in this Section 15.01 to such party's obligations under this Section 15.01; (vii) No Event of Default shall have occurred and be in full force and effectcontinuing or would occur immediately after giving effect to such Refinancing; and (viii) The documentation relating to such Refinancing shall permit the Lessee to place the Refinancing loan certificates with an ERISA Plan. The Lessee shall pay to or reimburse the Participants, not indemnify the Owner Trustee Participant, or any of the Owner Participant's Affiliates, assigns, officers, directors, employees, agents and servants, for any Taxes, within the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' and accountants' fees) paid meaning of Article 8 hereof, or incurred by them Expenses, within the meaning of Article 9 hereof, arising under or in connection with any "prohibited transaction" within the meaning of Section 406 of ERISA or Section 4975 of the Code, if the sole underwriter or the manager or co-manager of the underwriting syndicate or the selling or placement agent of the Refinancing loan certificates has an exemption from the prohibited transaction rules under Section 406 of ERISA and Section 4975 of the Code with respect to pass through certificates, such refunding as Prohibited Transaction Exemption 90-24 or refinancing and (B) a refunding fee payable any other comparable exemption, unless such exemption is not available or is not valid with respect to each such Refinancing loan certificates. If such exemption is not available or is not valid, then the Lessee shall indemnify the Owner Participant on a pro rata basis upon pursuant to, and to the occurrence extent provided for, under Articles 8 and 9 hereof for Taxes and Expenses arising under or in connection with any "prohibited transaction", within the meaning of Section 406 of ERISA or Section 4975 of the second refunding or refinancing equal to the product of $1,000 multiplied by a fractionCode, the numerator of which is the total Equipment Cost of the Units on the date of resulting from such refinancing and the denominator of which is $1,000,000placement.

Refinancing. So long as no Lease Event of Default has shall have occurred and is be continuing, the Lessee shall have the right, on no more than two occasions, in its sole discretion, at any time following the fifth anniversary of the Closing Date, and provided that Lessee is simultaneously exercising the refinancing option provided by Section 10.2 of the Other Participation Agreement, to request the Owner Participant and the Trust Owner Trustee to effect an optional prepayment of all, but not less than all, of the Equipment Notes pursuant to Section 2.10(d) of the Indenture as part of a refunding or refinancing operation, provided that the Lessee shall obtain the prior written consent of the Owner Participant to be granted in the sole discretion of the Owner Participant acting in good faith if such refinancing imposes any increased risk or liability on or otherwise adversely affects affects, the Owner Participant; provided further, that the Owner Participant shall not withhold with hold such consent if in its sole judgment (i) any increased risk risk, or liability is both remote and not material, (ii) the Lessee and Trinity are is at the time at least as creditworthy as on the Closing Date and (iii) the Lessee provides an indemnity, in form and substance satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity pursuant to a Guaranty substantially in the form of Section 11 of this Agreement. As soon as practicable after receipt of such requestrequest and consent, if required, the Owner Participant and the Lessee shall cooperate in good faith to effectuate such refinancing or refunding and shall will enter into an agreement, in form and substance satisfactory to the parties thereto, as to the terms of such refunding or refinancing as follows: (a) the Lessee, the Owner Participant, the Indenture Trustee, the Owner Trustee, and any other appropriate parties will enter into a financing or loan agreement (which may involve an underwriting agreement in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering), in form and substance reasonably satisfactory to the parties thereto, providing for (i) the issuance and sale by the Trust Owner Trustee or such other party as may be appropriate on the date specified in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency of the United States) equal to the principal amount of the Equipment Notes outstanding on the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, by more than six three months) the Remaining Weighted Average Life of said Equipment Notes, (ii) the application of the proceeds of the sale of such debt securities to the prepayment of all such Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person or Persons entitled thereto of all other amounts, in respect of accrued interest, any Make Whole Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust Owner Trustee will amend the Lease in a manner such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant to Section 10.2(a), the Lessee shall on the Refunding Date prepay that portion of the next succeeding installment of Basic Rent as shall equal the aggregate interest accrued on the Equipment Notes outstanding to the Refunding Date, (ii) Basic Rent payable in respect of the period from and after the Refunding Date shall be 82 Participation Agreement (TRLI 2001-1B) recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof); (c) the Trust Owner Trustee will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust Owner Trustee pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing, which agreements, amendments and/or supplements shall be reasonably satisfactory in form and substance to the Owner Participant; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further that, notwithstanding the foregoing (but subject to the provisions of clauses (a) and (b) and the lead in paragraph of this Section 10.2 above), the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, accounts as to the Owner Participant to be so offered to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements; provided, further, that no such amendment or supplement will in the sole judgment of the Owner Participant increase its obligations or impair its rights under the Operative Agreements or otherwise adversely affect it without the consent of the Owner Participant; (i) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust Owner Trustee nor the Owner Participant shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably reason ably satisfactory to the Owner Participant and (ii) the Lessee shall provide satisfactory indemnity to the Owner Trustee and Owner Participant with respect to the refunding or refinancing; (e) unless otherwise agreed by each of the Owner Participant and the Policy ProviderParticipant, the Lessee shall pay to the Trust Owner Trustee as Supplemental Rent an amount, on an After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any, payable in respect of Equipment Notes outstanding on the Refunding Date pursuant to the Indenture, all interest which is accrued and unpaid in respect of late payments of Participation Agreement (TRLI 2001-1B) Basic Rent or any part thereof, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) all reasonable fees, costs, expenses of such refunding or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors); (f) the Lessee shall give the Indenture Trustee, the Policy Provider, the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through Trustee and the Indenture Trustee shall have received (i) such opinions of counsel as they may reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating to the sale of securities and (ii) such other opinions of counsel and such certificates and other documents, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing)10.2; and (h) such refinancing shall not violate any requirement of law, and all necessary authorizations, approvals and consents shall have been obtained and shall be in full force and effect. The Lessee shall pay to or reimburse the Participants, the Owner Trustee and the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' and accountants' fees) paid or incurred by them in connection with such refunding or refinancing and (B) a refunding fee payable to each Owner Participant on a pro rata basis upon the occurrence of the second refunding or refinancing equal to the product of $1,000 multiplied by a fraction, the numerator of which is the total Equipment Cost of the Units on the date of such refinancing and the denominator of which is $1,000,000refinancing.

Refinancing. So long as no Lease Event of Default has occurred and is continuing, the Lessee shall have the right, on no more than two occasions, in its sole discretion, at any time following the fifth anniversary of the Closing Date, to request the Owner Participant and the Trust to effect an optional prepayment of all, but not less than all, of the Equipment Notes pursuant to Section 2.10(d) of the Indenture as part of a refunding or refinancing operation, provided that the Lessee shall obtain the prior written consent of the Owner Participant to be granted in the sole discretion of the Owner Participant acting in good faith if such refinancing imposes any increased risk or liability on or otherwise adversely affects the Owner Participant; provided further, that the Owner Participant shall not withhold such consent if in its sole judgment (i) any increased risk or liability is both remote and not material, (ii) the Lessee and Trinity are at the time at least as creditworthy as on the Closing Date and (iii) the Lessee provides an indemnity, in form and substance satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity pursuant to a Guaranty substantially in the form of Section 11 of this Agreement. As soon as practicable after receipt of such request, the Owner Participant and the Lessee shall cooperate in good faith to effectuate such refinancing or refunding and shall enter into an agreement, in form and substance satisfactory to the parties thereto, as to the terms of such refunding or refinancing as follows: (a) the Lessee, the Owner Participant, the Indenture Trustee, the Owner Trustee, and any other appropriate parties will enter into a financing or loan agreement (which may involve an underwriting agreement in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering), in form and substance reasonably satisfactory to the parties thereto, providing for (i) the issuance and sale by the Trust or such other party as may be appropriate on the date specified in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency of the United States) equal to the principal amount of the Equipment Notes outstanding on the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, by more than six months) the Remaining Weighted Average Life of said Equipment Notes, (ii) the application of the proceeds of the sale of such debt securities to the prepayment of all such Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person or Persons entitled thereto of all other amounts, in respect of accrued interest, any Make Whole Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust will amend the Lease in a manner such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant to Section 10.2(a), the Lessee shall on the Refunding Date prepay that portion of the next succeeding installment of Basic Rent as shall equal the aggregate interest accrued on the Equipment Notes outstanding to the Refunding Date, (ii) Basic Rent payable in respect of the period from and after the Refunding Date shall be recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof); (c) the Trust will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further that, notwithstanding the foregoing (but subject to the provisions of clauses (a) and (b) and the lead in paragraph of this Section 10.2 above), the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements; (i) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust nor the Owner Participant shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably satisfactory to the Owner Participant and (ii) the Lessee shall provide satisfactory indemnity to the Owner Trustee and Owner Participant with respect to the refunding or refinancing; (e) unless otherwise agreed by each of the Owner Participant and the Policy Provider, the Lessee shall pay to the Trust as Supplemental Rent an amount, on an After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any, payable in respect of Equipment Notes outstanding on the Refunding Date pursuant to the Indenture, all interest which is accrued and unpaid in respect of late payments of Basic Rent or any part thereof, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) and all reasonable fees, costs, expenses of such refunding or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors); (f) the Lessee shall give the Indenture Trustee, the Policy Provider, the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through Trustee and the Indenture Trustee shall have received (i) such opinions of counsel as they may reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating to the sale of securities and (ii) such other opinions of counsel and such certificates and other documents, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing); and (h) such refinancing shall not violate any requirement of law, and all necessary authorizations, approvals and consents shall have been obtained and shall be in full force and effect. The Lessee shall pay to or reimburse the Participants, the Owner Trustee and the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' and accountants' fees) paid or incurred by them in connection with such refunding or refinancing and (B) a refunding fee payable to each Owner Participant on a pro rata basis upon the occurrence of the second refunding or refinancing equal to the product of $1,000 multiplied by a fraction, the numerator of which is the total Equipment Cost of the Units on the date of such refinancing and the denominator of which is $1,000,000.

Refinancing. So long as no Lease Event (a) Subject to the terms and conditions of Default has occurred and is continuingthis Section 15.01, the Lessee shall have may request the right, on no more than two occasionsOwner Participant to participate in up to three refinancings, in its sole discretionwhole but not in part, at any time following of the Certificates prior to the end of the Basic Term (a "Refinancing"), provided, that, such Refinancing may not occur prior to the fifth anniversary of the Closing Delivery Date. Such Refinancings may be placed in either the private or public markets and shall be denominated in United States dollars (or in any other foreign currency so long as there is no foreign currency risk to the Owner Participant), and shall be on terms that do not materially adversely affect the Owner Participant. The Owner Participant agrees to request negotiate promptly in good faith to conclude an agreement with the Lessee as to the terms of any such Refinancing transaction (including the terms of any debt to be issued in connection with such refinancing and the documentation to be executed in connection therewith). Without the consent of the applicable Owner Participant, the prospectus and other offering materials relating to any Refinancing in the form of a public offering shall not identify the Owner Participant and the Trust to effect an optional prepayment of all, but shall not less than all, of the Equipment Notes pursuant to Section 2.10(d) of the Indenture as part of a refunding or refinancing operation, provided that the Lessee shall obtain the prior written consent include any financial statements of the Owner Participant to be granted or any Affiliate thereof. In connection with any such Refinancing in the sole discretion form of a public offering, the Lessee shall indemnify the Owner Participant acting for any liabilities under federal, state or foreign securities laws resulting from such offering. The aggregate principal amount of the new Certificates issued in good faith if such refinancing imposes any increased risk or liability connection with each Refinancing shall be the same as the aggregate principal amount outstanding on or otherwise adversely affects the Owner Participant; provided furtherCertificates being refinanced. (b) Notwithstanding anything herein to the contrary, that no Refinancing will be permitted unless the Owner Participant shall not withhold have received at least 10 Business Days' prior written notice of the closing date of such consent if Refinancing, the Owner Participant shall have been provided such longer period required for a reasonable opportunity to review the relevant documentation and the Owner Participant shall have determined in its sole judgment (i) good faith that neither it nor the Owner Trustee shall suffer any loss or expense or bear any increased risk as a result of such Refinancing (including, without limitation, any risk with respect to taxes or liability is both remote other adverse consequences to the Owner Participant including the application of Revenue Procedures 75-21 and 75-28 and Section 467 of the Code) for which it has not material, (ii) been or will not have been indemnified by the Lessee and Trinity are at the time at least as creditworthy as on the Closing Date and (iii) the Lessee provides an indemnity, in form and substance a manner reasonably satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity . Prior to the consummation of any Refinancing pursuant to a Guaranty substantially in the form of this Section 11 of this Agreement. As soon as practicable after receipt of such request15.01, the Owner Participant and the Lessee shall cooperate agree upon a schedule setting forth each installment of Basic Rent, Stipulated Loss Values and Termination Values payable pursuant to the Lease as a result of the Refinancing in good faith accordance with Section 3.04 of the Lease, and thereafter the amounts set forth in such schedule shall become the amounts payable under the Lease. Upon the consummation of the Refinancing, the evidence of indebtedness issued pursuant to effectuate such refinancing or refunding the Refinancing shall be considered "Certificates" for purposes of this Agreement, the Lease and the Indenture. (c) Notwithstanding the foregoing, the Owner Participant shall enter into an agreement, have no obligation to proceed with any Refinancing transaction as contemplated by this Section 15.01 unless the Lessee indemnifies the Owner Trustee and the Owner Participant by agreement in form and substance satisfactory to each of them, for any liability, obligation (other than the parties theretoobligation to pay principal and interest in respect of the refinanced indebtedness), as cost or expense (including, without limitation, reasonable attorneys' fees and Make-Whole Premium and any other premiums or other amounts due under the Indenture), including any adverse tax consequences or impact, related to or arising out of any such Refinancing transaction, except to the terms extent of such refunding or refinancing amounts included in Transaction Costs and payable by the Owner Participant as follows:provided herein. (ad) Each party agrees to take or cause to be taken all requested action, including, without limitation, the Lesseeexecution and delivery of any documents and instruments, including, without limitation, amendments or supplements to the Lease, which may be reasonably necessary or desirable to effect such Refinancing, including, in the case of the Owner Participant, direction to the Indenture TrusteeOwner Trustee by the Owner Participant to prepay the Certificates then outstanding; provided, however, that such Refinancing shall be subject to the satisfaction of each of the following conditions: (i) Payment of principal, accrued interest, Make-Whole Premium and breakage costs, if any, and all other sums due and owing on the Certificates payable under the Indenture; (ii) Payment in full of all other amounts then due and owing by the Lessee under this Agreement, the Owner TrusteeIndenture, the Lease, the Trust Agreement, and the Certificates then outstanding shall have been made by the Lessee; (iii) Such party shall have received such opinions of counsel (including, without limitation, an opinion received by the Owner Participant from independent tax counsel reasonably satisfactory to the Lessee that such Refinancing shall not result in any other appropriate parties will enter into a financing or loan agreement (which may involve adverse tax consequences to the Owner Participant, unless the Lessee shall have agreed to provide an underwriting agreement indemnity in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering), respect thereof reasonably satisfactory in form and substance reasonably satisfactory to the parties thereto, providing for (i) the issuance and sale by the Trust or such other party as may be appropriate on the date specified in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency of the United States) equal to the principal amount of the Equipment Notes outstanding on the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, by more than six months) the Remaining Weighted Average Life of said Equipment Notes, (ii) the application of the proceeds of the sale of such debt securities to the prepayment of all such Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person or Persons entitled thereto of all other amounts, in respect of accrued interest, any Make Whole Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust will amend the Lease in a manner such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant to Section 10.2(a), the Lessee shall on the Refunding Date prepay that portion of the next succeeding installment of Basic Rent as shall equal the aggregate interest accrued on the Equipment Notes outstanding to the Refunding Date, (ii) Basic Rent payable in respect of the period from and after the Refunding Date shall be recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof); (c) the Trust will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further that, notwithstanding the foregoing (but subject to the provisions of clauses (a) and (b) and the lead in paragraph of this Section 10.2 above), the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements; (i) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust nor the Owner Participant shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably satisfactory to the Owner Participant and (ii) the Lessee shall provide satisfactory indemnity to the Owner Trustee and Owner Participant with respect to the refunding or refinancing; (e) unless otherwise agreed by each of the Owner Participant and the Policy ProviderParticipant), the Lessee shall pay to the Trust as Supplemental Rent an amount, on an After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any, payable in respect of Equipment Notes outstanding on the Refunding Date pursuant to the Indenture, all interest which is accrued and unpaid in respect of late payments of Basic Rent or any part thereof, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) all reasonable fees, costs, expenses of such refunding or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors); (f) the Lessee shall give the Indenture Trustee, the Policy Provider, the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through Trustee and the Indenture Trustee shall have received (i) such opinions of counsel as they may reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating to the sale of securities and (ii) such other opinions of counsel and such certificates and other documentsdocuments as it may reasonably request, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing); andsuch party; (hiv) such refinancing shall not violate any requirement of law, and all necessary All authorizations, approvals and consents which in the reasonable judgment of the Owner Participant are necessary for such Refinancing shall have been obtained obtained; (v) The Lessee shall have provided or agreed to provide to the Owner Participant, as Supplemental Rent under the Lease, sufficient funds to pay any breakage costs, Make-Whole Premium and any other amounts due under the Indenture; (vi) The satisfaction or waiver by each other party to this Agreement of the conditions set forth in this Section 15.01 to such party's obligations under this Section 15.01; (vii) No Event of Default shall have occurred and be in full force and effectcontinuing or would occur immediately after giving effect to such Refinancing; and (viii) The documentation relating to such Refinancing shall permit the Lessee to place the Refinancing loan certificates with an ERISA Plan. The Lessee shall pay to or reimburse the Participants, not indemnify the Owner Trustee Participant, or any of the Owner Participant's Affiliates, assigns, officers, directors, employees, agents and servants, for any Taxes, within the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' and accountants' fees) paid meaning of Article 8 hereof, or incurred by them Expenses, within the meaning of Article 9 hereof, arising under or in connection with any "prohibited transaction" within the meaning of Section 406 of ERISA or Section 4975 of the Code, if the sole underwriter or the manager or co-manager of the underwriting syndicate or the selling or placement agent of the Refinancing loan certificates has an exemption from the prohibited transaction rules under Section 406 of ERISA and Section 4975 of the Code with respect to pass through certificates, such refunding as Prohibited Transaction Exemption 90-24 or refinancing and (B) a refunding fee payable any other comparable exemption, unless such exemption is not available or is not valid with respect to each such Refinancing loan certificates. If such exemption is not available or is not valid, then the Lessee shall indemnify the Owner Participant on a pro rata basis upon pursuant to, and to the occurrence extent provided for, under Articles 8 and 9 hereof for Taxes and Expenses arising under or in connection with any "prohibited transaction", within the meaning of Section 406 of ERISA or Section 4975 of the second refunding or refinancing equal to the product of $1,000 multiplied by a fractionCode, the numerator of which is the total Equipment Cost of the Units on the date of resulting from such refinancing and the denominator of which is $1,000,000placement.

Refinancing. So long as no Lease Event of Default has shall have occurred and is be continuing, the Lessee shall have the right, on no more than two occasions, in its sole discretion, at any time following the fifth anniversary of the Closing DateDate (as defined in the Participation Agreement TRLI 2001-1A), and provided that Lessee is simultaneously exercising the refinancing option provided by Section 10.2 of each of the Other Participation Agreements, to request the Owner Participant and the Trust Owner Trustee to effect an optional prepayment of all, but not less than all, of the Equipment Notes pursuant to Section 2.10(d) of the Indenture as part of a refunding or refinancing operation, provided that the Lessee shall obtain the prior written consent of the Owner Participant to be granted in the sole discretion of the Owner Participant acting in good faith if such refinancing imposes any increased risk or liability on or otherwise adversely affects affects, the Owner Participant; provided further, that the Owner Participant shall not withhold such consent if in its sole judgment (i) any increased risk risk, or liability is both remote and not material, (ii) the Lessee and Trinity are is at the time at least as creditworthy as on the Closing Date and (iii) the Lessee provides an indemnity, in form and substance satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity pursuant to a Guaranty substantially in the form of Section 11 of this Agreement. As soon as practicable after receipt of such requestrequest and consent, if required, the Owner Participant and the Lessee shall cooperate in good faith to effectuate such refinancing or refunding and shall will enter into an agreement, in form and substance satisfactory to the parties thereto, as to the terms of such refunding or refinancing as follows: (a) the Lessee, the Owner Participant, the Indenture Trustee, the Owner Trustee, and any other appropriate parties will enter into a financing or loan agreement (which may involve an underwriting agreement in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering), in form and substance reasonably satisfactory to the parties thereto, providing for (i) the issuance and sale by the Trust Owner Trustee or such other party as may be appropriate on the date specified in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency of the United States) equal to the principal amount of the Equipment Notes outstanding on the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, by more than six three months) the Remaining Weighted Average Life of said Equipment Notes, (ii) the application of the proceeds of the sale of such debt securities to the prepayment of all such Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person or Persons entitled thereto of all other amounts, in respect of accrued interest, any Make Whole Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust Owner Trustee will amend the Lease in a manner such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant to Section 10.2(a), the Lessee shall on the Refunding Date prepay that portion of the next succeeding installment of Basic Rent as shall equal the aggregate interest Participation Agreement (TRLI 2001-1C) 92 accrued on the Equipment Notes outstanding to the Refunding Date, (ii) Basic Rent payable in respect of the period from and after the Refunding Date shall be recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof); (c) the Trust Owner Trustee will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust Owner Trustee pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing, which agreements, amendments and/or supplements shall be reasonably satisfactory in form and substance to the Owner Participant; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further that, notwithstanding the foregoing (but subject to the provisions of clauses (a) and (b) and the lead in paragraph of this Section 10.2 above), the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, accounts as to the Owner Participant to be so offered to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements; provided, further, that no such amendment or supplement will in the sole judgment of the Owner Participant increase its obligations or impair its rights under the Operative Agreements or otherwise adversely affect it without the consent of the Owner Participant; (i) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust Owner Trustee nor the Owner Participant shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably reason ably satisfactory to the Owner Participant and (ii) the Lessee shall provide satisfactory indemnity to the Owner Trustee and Owner Participant with respect to the refunding or refinancing;; Participation Agreement (TRLI 2001-1C) (e) unless otherwise agreed by each of the Owner Participant and the Policy ProviderParticipant, the Lessee shall pay to the Trust Owner Trustee as Supplemental Rent an amount, on an After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any, payable in respect of Equipment Notes outstanding on the Refunding Date pursuant to the Indenture, all interest which is accrued and unpaid in respect of late payments of Basic Rent or any part thereof, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) all reasonable fees, costs, expenses of such refunding or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors); (f) the Lessee shall give the Indenture Trustee, the Policy Provider, the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through Trustee and the Indenture Trustee shall have received (i) such opinions of counsel as they may reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating to the sale of securities and (ii) such other opinions of counsel and such certificates and other documents, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing)10.2; and (h) such refinancing shall not violate any requirement of law, and all necessary authorizations, approvals and consents shall have been obtained and shall be in full force and effect. The Lessee shall pay to or reimburse the Participants, the Owner Trustee and the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' and accountants' fees) paid or incurred by them in connection with such refunding or refinancing and (B) a refunding fee payable to each Owner Participant on a pro rata basis upon the occurrence of the second refunding or refinancing equal to the product of $1,000 multiplied by a fraction, the numerator of which is the total Equipment Cost of the Units on the date of such refinancing and the denominator of which is $1,000,000refinancing.

Refinancing. So long as no Lease Event of Default has shall have occurred and is be continuing, the Lessee shall have the right, on no more than two occasions, in its sole discretion, at any time following the fifth anniversary of the Closing Date, and provided that Lessee is simultaneously exercising the refinancing option provided by Section 10.2 of the Other Participation Participation Agreement (TRLI 2001-1A) 86 Agreement, to request the Owner Participant and the Trust Owner Trustee to effect an optional prepayment of all, but not less than all, of the Equipment Notes pursuant to Section 2.10(d) of the Indenture as part of a refunding or refinancing operation, provided that the Lessee shall obtain the prior written consent of the Owner Participant to be granted in the sole discretion of the Owner Participant acting in good faith if such refinancing imposes any increased risk or liability on or otherwise adversely affects affects, the Owner Participant; provided further, that the Owner Participant shall not withhold such consent if in its sole judgment (i) any increased risk risk, or liability is both remote and not material, (ii) the Lessee and Trinity are is at the time at least as creditworthy as on the Closing Date and (iii) the Lessee provides an indemnity, in form and substance satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity pursuant to a Guaranty substantially in the form of Section 11 of this Agreement. As soon as practicable after receipt of such requestrequest and consent, if required, the Owner Participant and the Lessee shall cooperate in good faith to effectuate such refinancing or refunding and shall will enter into an agreement, in form and substance satisfactory to the parties thereto, as to the terms of such refunding or refinancing as follows: (a) the Lessee, the Owner Participant, the Indenture Trustee, the Owner Trustee, and any other appropriate parties will enter into a financing or loan agreement (which may involve an underwriting agreement in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering), in form and substance reasonably satisfactory to the parties thereto, providing for (i) the issuance and sale by the Trust Owner Trustee or such other party as may be appropriate on the date specified in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency of the United States) equal to the principal amount of the Equipment Notes outstanding on the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, by more than six three months) the Remaining Weighted Average Life of said Equipment Notes, (ii) the application of the proceeds of the sale of such debt securities to the prepayment of all such Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person or Persons entitled thereto of all other amounts, in respect of accrued interest, any Make Whole Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust Owner Trustee will amend the Lease in a manner such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant to Section 10.2(a), the Lessee shall on the Refunding Date prepay that portion of the next succeeding installment of Basic Rent as shall equal the aggregate interest accrued on the Equipment Notes outstanding to the Refunding Date, (ii) Basic Rent payable in respect of the period from and after the Refunding Date shall be recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) Participation Agreement (TRLI 2001-1A) 87 amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof); (c) the Trust Owner Trustee will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust Owner Trustee pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing, which agreements, amendments and/or supplements shall be reasonably satisfactory in form and substance to the Owner Participant; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further that, notwithstanding the foregoing (but subject to the provisions of clauses (a) and (b) and the lead in paragraph of this Section 10.2 above), the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, accounts as to the Owner Participant to be so offered to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements; provided, further, that no such amendment or supplement will in the sole judgment of the Owner Participant increase its obligations or impair its rights under the Operative Agreements or otherwise adversely affect it without the consent of the Owner Participant; (i) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust Owner Trustee nor the Owner Participant shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably satisfactory to the Owner Participant and (ii) the Lessee shall provide satisfactory indemnity to the Owner Trustee and Owner Participant with respect to the refunding or refinancing; (e) unless otherwise agreed by each of the Owner Participant and the Policy ProviderParticipant, the Lessee shall pay to the Trust Owner Trustee as Supplemental Rent an amount, on an After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any, payable in respect of Equipment Notes outstanding on the Refunding Date pursuant to the Indenture, all interest which is accrued and unpaid in respect of late payments of Basic Rent or any part thereof, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) all reasonable fees, costs, expenses of such refunding Participation Agreement (TRLI 2001-1A) 88 or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors); (f) the Lessee shall give the Indenture Trustee, the Policy Provider, the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through Trustee and the Indenture Trustee shall have received (i) such opinions of counsel as they may reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating to the sale of securities and (ii) such other opinions of counsel and such certificates and other documents, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing)10.2; and (h) such refinancing shall not violate any requirement of law, and all necessary authorizations, approvals and consents shall have been obtained and shall be in full force and effect. The Lessee shall pay to or reimburse the Participants, the Owner Trustee and the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' and accountants' fees) paid or incurred by them in connection with such refunding or refinancing and (B) a refunding fee payable to each Owner Participant on a pro rata basis upon the occurrence of the second refunding or refinancing equal to the product of $1,000 multiplied by a fraction, the numerator of which is the total Equipment Cost of the Units on the date of such refinancing and the denominator of which is $1,000,000refinancing.

Refinancing. So long as no Lease Event (a) Subject to the terms and conditions of Default has occurred and is continuingthis Section 13.01, the Lessee shall have the right, on no more than two occasions, in its sole discretion, at any time following the fifth anniversary of the Closing Date, to may request the Owner Participant and the Trust to effect an optional prepayment of all, participate in two refinancings in whole but not less than allin part, of the Equipment Notes pursuant prior to Section 2.10(d) the end of the Indenture as part of Basic Term (a refunding "Refinancing"). Such Refinancing may be placed in either the private or refinancing operation, provided that public markets and shall be denominated in Dollars and shall be on terms reasonably satisfactory to the Owner Participant. The Owner Participant will agree to negotiate promptly in good faith to conclude an agreement with the Lessee shall obtain as to the terms of any such Refinancing transaction (including the terms of any debt to be issued in connection with such refinancing and the documentation to be executed in connection therewith). Without the prior written consent of the Owner Participant Participant, the prospectus and other offering materials relating to be granted any Refinancing in the sole discretion form of a public offering shall not identify the Owner Participant and shall not include any financial statements of the Owner Participant acting or any Affiliate thereof. In connection with any such Refinancing in good faith if such refinancing imposes any increased risk or liability on or otherwise adversely affects the form of a public offering, the Lessee shall indemnify the Owner Participant; provided furtherParticipant in a manner satisfactory to it for any liabilities under federal, that state or foreign securities laws resulting from such offering. The aggregate principal amount of the new Equipment Notes issued in connection with any Refinancing shall be the same as the aggregate principal amount outstanding on the Equipment Notes being refinanced. (b) Notwithstanding anything herein to the contrary, no Refinancing will be permitted unless the Owner Participant and the Indenture Trustee shall have received at least 15 days' prior written notice of the scheduled closing date of such Refinancing and the Owner Participant shall not withhold have been provided such consent if longer period as it shall have required for a reasonable opportunity to review the relevant documentation and the Owner Participant shall have determined in its sole judgment (i) good faith that neither it nor the Owner Trustee shall suffer any loss or expense or bear any increased risk as a result of such Refinancing (including, without limitation, any risk with respect to taxes or liability is both remote other adverse consequences to the Owner Participant including the application of Revenue Procedures 75-21 and 75-28 and Section 467 of the Code) for which it has not material, (ii) the Lessee and Trinity are at the time at least as creditworthy as on the Closing Date and (iii) the Lessee provides an indemnity, been or will not have been indemnified in a manner satisfactory in form and substance satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity . Prior to the consummation of any Refinancing pursuant to a Guaranty substantially in the form of this Section 11 of this Agreement. As soon as practicable after receipt of such request13.01, the Owner Participant and the Lessee shall cooperate agree upon a schedule setting forth each installment of Basic Rent and setting forth Termination Values payable pursuant to the Lease as a result of the Refinancing in good faith accordance with Section 3(d) of the Lease, and thereafter the amounts set forth in such schedule shall become the amounts payable under the Lease. Upon the consummation of the Refinancing, the evidence of indebtedness issued pursuant to effectuate such refinancing or refunding the Refinancing shall be considered "Equipment Notes" for purposes of this Agreement and the Lease. (c) Notwithstanding the foregoing, the Owner Participant shall enter into have no obligation to proceed with any Refinancing transaction as contemplated by this Section 13.01 unless the Lessee provides an agreement, indemnity on an After Tax Basis to the Owner Trustee and the Owner Participant by agreement in form and substance satisfactory to each of them (provided that Taxes are excluded from such indemnity), for any liability, obligation (other than, in the parties theretocase of the Owner Trustee, as the non-recourse obligation to pay principal and interest in respect of the terms of such refunding refinanced indebtedness), cost or refinancing as follows:expense (including, without limitation, reasonable attorneys' fees and Make-Whole Premium or other amounts due under the Indenture). (ad) Without the Lessee, prior written consent of the Owner Participant, no such refinancing shall (1) cause the Indenture Trustee, the Owner Trustee, and any other appropriate parties will enter into a financing or loan agreement (which may involve an underwriting agreement in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering), in form and substance reasonably satisfactory to the parties thereto, providing for (i) the issuance and sale by the Trust or such other party as may be appropriate on the date specified in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency of the United States) equal to the principal amount of the indebtedness to be substituted for the Equipment Notes to exceed the aggregate principal amount of the then outstanding on the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, by more than six months) the Remaining Weighted Average Life of said Equipment Notes, (ii2) cause the application weighted average life of such indebtedness to be longer than the remaining weighted average life of the proceeds then outstanding Equipment Notes, or (3) cause the date of the sale maturity of such debt securities indebtedness to be later than the prepayment date of all such Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person or Persons entitled thereto maturity of all other amounts, in respect of accrued interest, any Make Whole Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust will amend the Lease in a manner such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant being refinanced. (e) Subject to the foregoing provisions of this Section 10.2(a)13.01, each party agrees to take or cause to be taken all requested action, including, without limitation, the Lessee shall on execution and delivery of any documents and instruments, including, without limitation, amendments or supplements to the Refunding Date prepay that portion Lease, which may be reasonably necessary or desirable to effect such Refinancing, including, in the case of the next succeeding installment of Basic Rent as shall equal Owner Participant, direction to the aggregate interest accrued on Owner Trustee by the Owner Participant to prepay the Equipment Notes outstanding to the Refunding Datethen outstanding; provided, (ii) Basic Rent payable in respect of the period from and after the Refunding Date however, that such Refinancing shall be recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof); (c) the Trust will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further that, notwithstanding the foregoing (but subject to the provisions satisfaction of clauses (a) and (b) and the lead in paragraph of this Section 10.2 above), the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender each of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements;following conditions: (i) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust nor the Owner Participant Payment shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably satisfactory to the Owner Participant and (ii) the Lessee shall provide satisfactory indemnity to the Owner Trustee and Owner Participant have been made with respect to the refunding or refinancing; (e) unless otherwise agreed by each of the Owner Participant and the Policy Providerprincipal, the Lessee shall pay to the Trust as Supplemental Rent an amountaccrued interest, on an After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any, payable in respect of and all other sums due and owing on the Equipment Notes outstanding on payable under the Refunding Date pursuant to Indenture; (ii) Payment in full of all other amounts then due and owing by the Lessee under this Agreement, the Indenture, all interest which is accrued and unpaid in respect of late payments of Basic Rent or any part thereofthe Lease, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) all reasonable feesTrust Agreement, costs, expenses of such refunding or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors)Equipment Notes then outstanding shall have been made by the Lessee; (fiii) the Lessee shall give the Indenture Trustee, the Policy Provider, the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through Trustee and the Indenture Trustee Such party shall have received (i) such opinions of counsel as they may (including, without limitation, an opinion received by the Owner Participant from independent tax counsel selected by Owner Participant and reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating satisfactory to the sale Lessee that such Refinancing shall not result in any, or the risk of securities any, adverse tax consequences to such Owner Participant, unless the Lessee shall have provided, or caused to be provided, an indemnity in respect thereof satisfactory in form and (ii) such other opinions of counsel and such substance to the Owner Participant), certificates and other documentsdocuments as it may reasonably request, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing); andsuch party; (hiv) such refinancing shall not violate any requirement of law, and all necessary All authorizations, approvals and consents which in the reasonable judgment of the Owner Participant are necessary for such Refinancing shall have been obtained obtained; (v) No Specified Default shall exist or would occur immediately after giving effect to such Refinancing; (vi) In the event the Lessee shall not prohibit the purchase of the Refinancing loan certificates by, or with the assets of, an ERISA Plan, the Lessee will permit the placement of the Refinancing loan certificates with an ERISA Plan only if either (A) if such placement is in the form of pass-through certificates, the sole underwriter or the manager or co-manager of the underwriting syndicate or the selling or placement agent of such pass-through certificates represents to the Lessee that it has a prohibited transaction exemption from the U.S. Department of Labor with respect to Pass-Through certificates (such as Prohibited Transaction Exemption 89-88 or any other comparable exemption) or (B) purchasers of the Refinancing loan certificates (or if the Refinancing involves the issuance and shall sale of pass-through certificates, purchasers of such pass-through certificates) provide a representation (which may be in full force the form of a deemed representation) regarding their source of funds used in acquiring the Refinancing loan certificates (or such pass-through certificates, as the case may be) and, if such purchasers represent that they are using funds of an ERISA Plan in acquiring the Refinancing loan certificates (or such pass-through certificates, as the case may be), such purchasers further represent that they are relying on a prohibited transaction exemption from the U.S. Department of Labor with respect to their purchase and effectholding of the Refinancing loan certificates (or such pass-through certificates, as the case may be). The reliance on any such exemption will not be conditional on the Owner Participant's representation concerning its party in interest or other status with respect to ERISA Plans; (vii) The Lessee shall pay to or reimburse the Participants, the Owner Trustee and the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' legal fees and accountants' feesdisbursements) paid or incurred by them in connection with any proposed or actually consummated Refinancing; and (viii) In the case of Refinancings after the first Refinancing, the Lessee shall pay the Owner Participant, upon the consummation of any such refunding or Refinancing, a refinancing and fee in the aggregate amount of $75,000 (B) a refunding it being understood that there is no such refinancing fee payable to each Owner Participant on a pro rata basis upon the occurrence of first Refinancing); provided that, in the second refunding or refinancing equal to event such Refinancing also involves the product of $1,000 multiplied by a fractionindebtedness issued under any Related Indenture, the numerator payment of which is the total Equipment Cost of the Units on the date of such refinancing and the denominator of which is $1,000,000.this fee under this Section 13.01(e)

Refinancing. So long as no Lease Event (a) Subject to the terms and conditions of Default has occurred and is continuingthis Section 13.01, the Lessee shall have the right, on no more than two occasions, in its sole discretion, at any time following the fifth anniversary of the Closing Date, to may request the Owner Participant and the Trust to effect an optional prepayment of all, participate in two refinancings in whole but not less than allin part, of the Equipment Notes pursuant prior to Section 2.10(d) the end of the Indenture as part of Basic Term (a refunding "Refinancing"). Such Refinancing may be placed in either the private or refinancing operation, provided that public markets and shall be denominated in Dollars and shall be on terms reasonably satisfactory to the Owner Participant. The Owner Participant will agree to negotiate promptly in good faith to conclude an agreement with the Lessee shall obtain as to the terms of any such Refinancing transaction (including the terms of any debt to be issued in connection with such refinancing and the documentation to be executed in connection therewith). Without the prior written consent of the Owner Participant Participant, the prospectus and other offering materials relating to be granted any Refinancing in the sole discretion form of a public offering shall not identify the Owner Participant and shall not include any financial statements of the Owner Participant acting or any Affiliate thereof. In connection with any such Refinancing in good faith if such refinancing imposes any increased risk or liability on or otherwise adversely affects the form of a public offering, the Lessee shall indemnify the Owner Participant; provided furtherParticipant in a manner satisfactory to it for any liabilities under federal, that state or foreign securities laws resulting from such offering. The aggregate principal amount of the new Equipment Notes issued in connection with any Refinancing shall be the same as the aggregate principal amount outstanding on the Equipment Notes being refinanced. (b) Notwithstanding anything herein to the contrary, no Refinancing will be permitted unless the Owner Participant and the Indenture Trustee shall have received at least 15 days' prior written notice of the scheduled closing date of such Refinancing and the Owner Participant shall not withhold have been provided such consent if longer period as it shall have required for a reasonable opportunity to review the relevant documentation and the Owner Participant shall have determined in its sole judgment (i) good faith that neither it nor the Owner Trustee shall suffer any loss or expense or bear any increased risk as a result of such Refinancing (including, without limitation, any risk with respect to taxes or liability is both remote other adverse consequences to the Owner Participant including the application of Revenue Procedures 75-21 and 75-28 and Section 467 of the Code) for which it has not material, (ii) the Lessee and Trinity are at the time at least as creditworthy as on the Closing Date and (iii) the Lessee provides an indemnity, been or will not have been indemnified in a manner satisfactory in form and substance satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity . Prior to the consummation of any Refinancing pursuant to a Guaranty substantially in the form of this Section 11 of this Agreement. As soon as practicable after receipt of such request13.01, the Owner Participant and the Lessee shall cooperate agree upon a schedule setting forth each installment of Basic Rent, the Basic Rent allocations, the Termination Values payable pursuant to the Lease and the EBO Amount as a result of the Refinancing in good faith accordance with Section 3(d) of the Lease, and thereafter the amounts set forth in such schedule shall become the amounts payable under the Lease. Upon the consummation of the Refinancing, the evidence of indebtedness issued pursuant to effectuate such refinancing or refunding the Refinancing shall be considered "Equipment Notes" for purposes of this Agreement and the Lease. (c) Notwithstanding the foregoing, the Owner Participant shall enter into have no obligation to proceed with any Refinancing transaction as contemplated by this Section 13.01 unless the Lessee provides an agreement, indemnity on an After Tax Basis to the Owner Trustee and the Owner Participant by agreement in form and substance satisfactory to each of them (provided that Taxes are excluded from such indemnity), for any liability, obligation (other than, in the parties theretocase of the Owner Trustee, as the non- recourse obligation to pay principal and interest in respect of the terms of such refunding refinanced indebtedness), cost or refinancing as follows:expense (including, without limitation, reasonable attorneys' fees and Make-Whole Premium or other amounts due under the Indenture). (ad) Without the Lessee, prior written consent of the Owner Participant, no such refinancing shall (1) cause the Indenture Trustee, the Owner Trustee, and any other appropriate parties will enter into a financing or loan agreement (which may involve an underwriting agreement in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering), in form and substance reasonably satisfactory to the parties thereto, providing for (i) the issuance and sale by the Trust or such other party as may be appropriate on the date specified in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency of the United States) equal to the principal amount of the indebtedness to be substituted for the Equipment Notes to exceed the aggregate principal amount of the then outstanding on the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, by more than six months) the Remaining Weighted Average Life of said Equipment Notes, (ii2) cause the application weighted average life of such indebtedness to be longer than the remaining weighted average life of the proceeds then outstanding Equipment Notes, or (3) cause the date of the sale maturity of such debt securities indebtedness to be later than the prepayment date of all such Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person or Persons entitled thereto maturity of all other amounts, in respect of accrued interest, any Make Whole Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust will amend the Lease in a manner such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant being refinanced. (e) Subject to the foregoing provisions of this Section 10.2(a)13.01, each party agrees to take or cause to be taken all requested action, including, without limitation, the Lessee shall on execution and delivery of any documents and instruments, including, without limitation, amendments or supplements to the Refunding Date prepay that portion Lease, which may be reasonably necessary or desirable to effect such Refinancing, including, in the case of the next succeeding installment of Basic Rent as shall equal Owner Participant, direction to the aggregate interest accrued on Owner Trustee by the Owner Participant to prepay the Equipment Notes outstanding to the Refunding Datethen outstanding; provided, (ii) Basic Rent payable in respect of the period from and after the Refunding Date however, -------- ------- that such Refinancing shall be recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof); (c) the Trust will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further that, notwithstanding the foregoing (but subject to the provisions satisfaction of clauses (a) and (b) and the lead in paragraph of this Section 10.2 above), the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender each of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements;following conditions: (i) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust nor the Owner Participant Payment shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably satisfactory to the Owner Participant and (ii) the Lessee shall provide satisfactory indemnity to the Owner Trustee and Owner Participant have been made with respect to the refunding or refinancing; (e) unless otherwise agreed by each of the Owner Participant and the Policy Providerprincipal, the Lessee shall pay to the Trust as Supplemental Rent an amountaccrued interest, on an After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any, payable in respect of and all other sums due and owing on the Equipment Notes outstanding on payable under the Refunding Date pursuant to Indenture; (ii) Payment in full of all other amounts then due and owing by the Lessee under this Agreement, the Indenture, all interest which is accrued and unpaid in respect of late payments of Basic Rent or any part thereofthe Lease, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) all reasonable feesTrust Agreement, costs, expenses of such refunding or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors)Equipment Notes then outstanding shall have been made by the Lessee; (fiii) the Lessee shall give the Indenture Trustee, the Policy Provider, the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through Trustee and the Indenture Trustee Such party shall have received (i) such opinions of counsel as they may (including, without limitation, an opinion received by the Owner Participant from independent tax counsel selected by Owner Participant and reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating satisfactory to the sale Lessee that such Refinancing shall not result in any, or the risk of securities any, adverse tax consequences to such Owner Participant, unless the Lessee shall have provided, or caused to be provided, an indemnity in respect thereof satisfactory in form and (ii) such other opinions of counsel and such substance to the Owner Participant), certificates and other documentsdocuments as it may reasonably request, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing); andsuch party; (hiv) such refinancing shall not violate any requirement of law, and all necessary All authorizations, approvals and consents which in the reasonable judgment of the Owner Participant are necessary for such Refinancing shall have been obtained obtained; (v) No Specified Default shall exist or would occur immediately after giving effect to such Refinancing; (vi) In the event the Lessee shall not prohibit the purchase of the Refinancing loan certificates by, or with the assets of, an ERISA Plan, the Lessee will permit the placement of the Refinancing loan certificates with an ERISA Plan only if either (A) if such placement is in the form of pass-through certificates, the sole underwriter or the manager or co-manager of the underwriting syndicate or the selling or placement agent of such pass-through certificates represents to the Lessee that it has a prohibited transaction exemption from the U.S. Department of Labor with respect to pass-through certificates (such as Prohibited Transaction Exemption 89- 88 or any other comparable exemption) or (B) purchasers of the Refinancing loan certificates (or if the Refinancing involves the issuance and shall sale of pass- through certificates, purchasers of such pass-through certificates) provide a representation (which may be in full force the form of a deemed representation) regarding their source of funds used in acquiring the Refinancing loan certificates (or such pass- through certificates, as the case may be) and, if such purchasers represent that they are using funds of an ERISA Plan in acquiring the Refinancing loan certificates (or such pass-through certificates, as the case may be), such purchasers further represent that they are relying on a prohibited transaction exemption from the U.S. Department of Labor with respect to their purchase and effectholding of the Refinancing loan certificates (or such pass-through certificates, as the case may be). The reliance on any such exemption will not be conditional on the Owner Participant's representation concerning its party in interest or other status with respect to ERISA Plans; and (vii) The Lessee shall pay to or reimburse the Participants, the Owner Trustee and the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' legal fees and accountants' feesdisbursements) paid or incurred by them in connection with such refunding any proposed or refinancing and (B) a refunding fee payable to each Owner Participant on a pro rata basis upon the occurrence of the second refunding or refinancing equal to the product of $1,000 multiplied by a fraction, the numerator of which is the total Equipment Cost of the Units on the date of such refinancing and the denominator of which is $1,000,000actually consummated Refinancing.

Refinancing. So long as no Lease Event (a) Subject to the terms and conditions of Default has occurred and is continuingthis Section 13.01, the Lessee shall have the right, on no more than two occasions, in its sole discretion, at any time following the fifth anniversary of the Closing Date, to may request the Owner Participant and the Trust to effect an optional prepayment of all, participate in two refinancings in whole but not less than allin part, of the Equipment Notes pursuant prior to Section 2.10(d) the end of the Indenture as part of Basic Term (a refunding "Refinancing"). Such Refinancing may be placed in either the private or refinancing operation, provided that public markets and shall be denominated in Dollars and shall be on terms reasonably satisfactory to the Owner Participant. The Owner Participant will agree to negotiate promptly in good faith to conclude an agreement with the Lessee shall obtain as to the terms of any such Refinancing transaction (including the terms of any debt to be issued in connection with such refinancing and the documentation to be executed in connection therewith). Without the prior written consent of the Owner Participant Participant, the prospectus and other offering materials relating to be granted any Refinancing in the sole discretion form of a public offering shall not identify the Owner Participant and shall not include any financial statements of the Owner Participant acting or any Affiliate thereof. In connection with any such Refinancing in good faith if such refinancing imposes any increased risk or liability on or otherwise adversely affects the form of a public offering, the Lessee shall indemnify the Owner Participant; provided furtherParticipant in a manner satisfactory to it for any liabilities under federal, that state or foreign securities laws resulting from such offering. The aggregate principal amount of the new Equipment Notes issued in connection with any Refinancing shall be the same as the aggregate principal amount outstanding on the Equipment Notes being refinanced. (b) Notwithstanding anything herein to the contrary, no Refinancing will be permitted unless the Owner Participant and the Indenture Trustee shall have received at least 15 days' prior written notice of the scheduled closing date of such Refinancing and the Owner Participant shall not withhold have been provided such consent if longer period as it shall have required for a reasonable opportunity to review the relevant documentation and the Owner Participant shall have determined in its sole judgment (i) good faith that neither it nor the Owner Trustee shall suffer any loss or expense or bear any increased risk as a result of such Refinancing (including, without limitation, any risk with respect to taxes or liability is both remote other adverse consequences to the Owner Participant including the application of Revenue Procedures 75-21 and 75-28 and Section 467 of the Code) for which it has not material, (ii) the Lessee and Trinity are at the time at least as creditworthy as on the Closing Date and (iii) the Lessee provides an indemnity, been or will not have been indemnified in a manner satisfactory in form and substance satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity . Prior to the consummation of any Refinancing pursuant to a Guaranty substantially in the form of this Section 11 of this Agreement. As soon as practicable after receipt of such request13.01, the Owner Participant and the Lessee shall cooperate agree upon a schedule setting forth each installment of Basic Rent, the Basic Rent allocations, the Termination Values payable pursuant to the Lease and the EBO Amount as a result of the Refinancing in good faith accordance with Section 3(d) of the Lease, and thereafter the amounts set forth in such schedule shall become the amounts payable under the Lease. Upon the consummation of the Refinancing, the evidence of indebtedness issued pursuant to effectuate such refinancing or refunding the Refinancing shall be considered "Equipment Notes" for purposes of this Agreement and the Lease. (c) Notwithstanding the foregoing, the Owner Participant shall enter into have no obligation to proceed with any Refinancing transaction as contemplated by this Section 13.01 unless the Lessee provides an agreement, indemnity on an After Tax Basis to the Owner Trustee and the Owner Participant by agreement in form and substance satisfactory to the parties thereto, as to the terms each of them (provided that Taxes are excluded from such refunding or refinancing as follows: (a) the Lessee, the Owner Participant, the Indenture Trustee, the Owner Trustee, and any other appropriate parties will enter into a financing or loan agreement (which may involve an underwriting agreement in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering-------- indemnity), in form and substance reasonably satisfactory to the parties thereto, providing for (i) the issuance and sale by the Trust or such other party as may be appropriate on the date specified in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency of the United States) equal to the principal amount of the Equipment Notes outstanding on the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, by more than six months) the Remaining Weighted Average Life of said Equipment Notes, (ii) the application of the proceeds of the sale of such debt securities to the prepayment of all such Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person or Persons entitled thereto of all other amounts, in respect of accrued interest, any Make Whole Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust will amend the Lease in a manner such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant to Section 10.2(a), the Lessee shall on the Refunding Date prepay that portion of the next succeeding installment of Basic Rent as shall equal the aggregate interest accrued on the Equipment Notes outstanding to the Refunding Date, (ii) Basic Rent payable in respect of the period from and after the Refunding Date shall be recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof); (c) the Trust will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further thatliability, notwithstanding the foregoing obligation (but subject to the provisions of clauses (a) and (b) and the lead in paragraph of this Section 10.2 above)other than, the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements; (i) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust nor the Owner Participant shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably satisfactory to the Owner Participant and (ii) the Lessee shall provide satisfactory indemnity to the Owner Trustee and Owner Participant with respect to the refunding or refinancing; (e) unless otherwise agreed by each of the Owner Participant and the Policy Provider, the Lessee shall pay to the Trust as Supplemental Rent an amount, on an After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any, payable in respect of Equipment Notes outstanding on the Refunding Date pursuant to the Indenture, all interest which is accrued and unpaid in respect of late payments of Basic Rent or any part thereof, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) all reasonable fees, costs, expenses of such refunding or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors); (f) the Lessee shall give the Indenture Trustee, the Policy Provider, the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through non-recourse obligation to pay principal and interest in respect of the refinanced indebtedness), cost or expense (including, without limitation, reasonable attorneys' fees and Breakage Cost or other amounts due under the Indenture). (d) Without the prior written consent of the Owner Participant, no such refinancing shall (1) cause the aggregate principal amount of the indebtedness to be substituted for the Equipment Notes to exceed the aggregate principal amount of the then outstanding Equipment Notes, (2) cause the weighted average life of such indebtedness to be longer than the remaining weighted average life of the then outstanding Equipment Notes, or (3) cause the date of maturity of such indebtedness to be later than the date of maturity of the Equipment Notes being refinanced. (e) Subject to the foregoing provisions of this Section 13.01, each party agrees to take or cause to be taken all requested action, including, without limitation, the execution and delivery of any documents and instruments, including, without limitation, amendments or supplements to the Lease, which may be reasonably necessary or desirable to effect such Refinancing, including, in the case of the Owner Participant, direction to the Owner Trustee by the Owner Participant to prepay the Equipment Notes then outstanding; provided, however, that such Refinancing shall be -------- ------- subject to the satisfaction of each of the following conditions: (i) Payment shall have been made with respect to principal, accrued interest, Breakage Cost, if any, and all other sums due and owing on the Equipment Notes payable under the Indenture; (ii) Payment in full of all other amounts then due and owing by the Lessee under this Agreement, the Indenture, the Lease, the Trust Agreement, and the Indenture Trustee Equipment Notes then outstanding shall have been made by the Lessee; (iii) Such party shall have received (i) such opinions of counsel as they may (including, without limitation, an opinion received by the Owner Participant from independent tax counsel selected by Owner Participant and reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating satisfactory to the sale Lessee that such Refinancing shall not result in any, or the risk of securities any, adverse tax consequences to such Owner Participant, unless the Lessee shall have provided, or caused to be provided, an indemnity in respect thereof satisfactory in form and (ii) such other opinions of counsel and such substance to the Owner Participant), certificates and other documentsdocuments as it may reasonably request, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing); andsuch party; (hiv) such refinancing shall not violate any requirement of law, and all necessary All authorizations, approvals and consents which in the reasonable judgment of the Owner Participant are necessary for such Refinancing shall have been obtained obtained; (v) No Specified Default shall exist or would occur immediately after giving effect to such Refinancing; (vi) In the event the Lessee shall not prohibit the purchase of the Refinancing loan certificates by, or with the assets of, an ERISA Plan, the Lessee will permit the placement of the Refinancing loan certificates with an ERISA Plan only if either (A) if such placement is in the form of pass-through certificates, the sole underwriter or the manager or co- manager of the underwriting syndicate or the selling or placement agent of such pass-through certificates represents to the Lessee that it has a prohibited transaction exemption from the U.S. Department of Labor with respect to pass-through certificates (such as Prohibited Transaction Exemption 89-88 or any other comparable exemption) or (B) purchasers of the Refinancing loan certificates (or if the Refinancing involves the issuance and shall sale of pass-through certificates, purchasers of such pass-through certificates) provide a representation (which may be in full force the form of a deemed representation) regarding their source of funds used in acquiring the Refinancing loan certificates (or such pass-through certificates, as the case may be) and, if such purchasers represent that they are using funds of an ERISA Plan in acquiring the Refinancing loan certificates (or such pass-through certificates, as the case may be), such purchasers further represent that they are relying on a prohibited transaction exemption from the U.S. Department of Labor with respect to their purchase and effectholding of the Refinancing loan certificates (or such pass-through certificates, as the case may be). The reliance on any such exemption will not be conditional on the Owner Participant's representation concerning its party in interest or other status with respect to ERISA Plans; and (vii) The Lessee shall pay to or reimburse the Participants, the Owner Trustee and the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' legal fees and accountants' feesdisbursements) paid or incurred by them in connection with such refunding any proposed or refinancing and (B) a refunding fee payable to each Owner Participant on a pro rata basis upon the occurrence of the second refunding or refinancing equal to the product of $1,000 multiplied by a fraction, the numerator of which is the total Equipment Cost of the Units on the date of such refinancing and the denominator of which is $1,000,000actually consummated Refinancing.

Refinancing. So long as no Lease Event (a) Subject to the terms and conditions of Default has occurred and is continuingthis Section 13.01, the Lessee shall have the right, on no more than two occasions, in its sole discretion, at any time following the fifth anniversary of the Closing Date, to may request the Owner Participant and the Trust to effect an optional prepayment of all, participate in two refinancings in whole but not less than allin part, of the Equipment Notes pursuant prior to Section 2.10(d) the end of the Indenture as part of Basic Term (a refunding "Refinancing"). Such Refinancing may be placed in either the private or refinancing operation, provided that public markets and shall be denominated in Dollars and shall be on terms reasonably satisfactory to the Owner Participant. The Owner Participant will agree to negotiate promptly in good faith to conclude an agreement with the Lessee shall obtain as to the terms of any such Refinancing transaction (including the terms of any debt to be issued in connection with such refinancing and the documentation to be executed in connection therewith). Without the prior written consent of the Owner Participant Participant, the prospectus and other offering materials relating to be granted any Refinancing in the sole discretion form of a public offering shall not identify the Owner Participant and shall not include any financial statements of the Owner Participant acting or any Affiliate thereof. In connection with any such Refinancing in good faith if such refinancing imposes any increased risk or liability on or otherwise adversely affects the form of a public offering, the Lessee shall indemnify the Owner Participant; provided furtherParticipant in a manner satisfactory to it for any liabilities under federal, that state or foreign securities laws resulting from such offering. The aggregate principal amount of the new Equipment Notes issued in connection with any Refinancing shall be the same as the aggregate principal amount outstanding on the Equipment Notes being refinanced. (b) Notwithstanding anything herein to the contrary, no Refinancing will be permitted unless the Owner Participant and the Indenture Trustee shall have received at least 15 days' prior written notice of the scheduled closing date of such Refinancing and the Owner Participant shall not withhold have been provided such consent if longer period as it shall have required for a reasonable opportunity to review the relevant documentation and the Owner Participant shall have determined in its sole judgment (i) good faith that neither it nor the Owner Trustee shall suffer any loss or expense or bear any increased risk as a result of such Refinancing (including, without limitation, any risk with respect to taxes or liability is both remote other adverse consequences to the Owner Participant including the application of Revenue Procedures 75-21 and 75-28 and Section 467 of the Code) for which it has not material, (ii) been or will not have been indemnified by the Lessee and Trinity are at the time at least as creditworthy as on the Closing Date and (iii) the Lessee provides an indemnity, in form and substance a manner reasonably satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity . Prior to the consummation of any Refinancing pursuant to a Guaranty substantially in the form of this Section 11 of this Agreement. As soon as practicable after receipt of such request13.01, the Owner Participant and the Lessee shall cooperate in good faith to effectuate such refinancing or refunding agree upon a schedule setting forth each installment of Basic Rent and shall enter into an agreement, in form and substance satisfactory setting forth Termination Values payable pursuant to the parties theretoLease as a result of the Refinancing in accordance with Section 3(d) of the Lease, as and thereafter the amounts set forth in such schedule shall become the amounts payable under the Lease. Upon the consummation of the Refinancing, the evidence of indebtedness issued pursuant to the terms Refinancing shall be considered "Equipment Notes" for purposes of such refunding or refinancing as follows:this Agreement and the Lease. (ac) Notwithstanding the Lesseeforegoing, the Owner Participant, Participant shall have no obligation to proceed with any Refinancing transaction as contemplated by this Section 13.01 unless the Indenture Trustee, Lessee indemnifies the Owner Trustee, Trustee and any other appropriate parties will enter into a financing or loan the Owner Participant by agreement (which may involve an underwriting agreement in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering), in form and substance reasonably satisfactory to each of them, for any liability, obligation (other than the parties thereto, providing for (i) the issuance obligation to pay principal and sale by the Trust or such other party as may be appropriate on the date specified interest in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency respect of the United Statesrefinanced indebtedness), cost or expense (including, without limitation, reasonable attorneys' fees and Make-Whole Premium or other amounts due under the Indenture), including any adverse tax consequences or impact, related to or arising out of any such Refinancing transaction. (d) equal to Without the prior written consent of the Owner Participant, no such refinancing shall (1) cause the aggregate principal amount of the indebtedness to be substituted for the Equipment Notes to exceed the aggregate principal amount of the then outstanding on Equipment Notes, (2) cause the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, of such indebtedness to be different by more than six months) months than the Remaining Weighted Average Life remaining weighted average life of said the then outstanding Equipment Notes, or (ii3) cause the application date of the proceeds of the sale maturity of such debt securities indebtedness to be later than the prepayment date of all such Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person or Persons entitled thereto maturity of all other amounts, in respect of accrued interest, any Make Whole Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust will amend the Lease in a manner such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant being refinanced. (e) Each party agrees to Section 10.2(a)take or cause to be taken all requested action, including, without limitation, the Lessee shall on execution and delivery of any documents and instruments, including, without limitation, amendments or supplements to the Refunding Date prepay that portion Lease, which may be reasonably necessary or desirable to effect such Refinancing, including, in the case of the next succeeding installment of Basic Rent as shall equal Owner Participant, direction to the aggregate interest accrued on Owner Trustee by the Owner Participant to prepay the Equipment Notes outstanding to the Refunding Datethen outstanding; provided, (ii) Basic Rent payable in respect of the period from and after the Refunding Date however, that such Refinancing shall be recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof); (c) the Trust will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further that, notwithstanding the foregoing (but -------- ------- subject to the provisions satisfaction of clauses (a) and (b) and the lead in paragraph of this Section 10.2 above), the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender each of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements;following conditions: (i) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust nor the Owner Participant Payment shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably satisfactory to the Owner Participant and (ii) the Lessee shall provide satisfactory indemnity to the Owner Trustee and Owner Participant have been made with respect to the refunding or refinancing; (e) unless otherwise agreed by each of the Owner Participant and the Policy Providerprincipal, the Lessee shall pay to the Trust as Supplemental Rent an amountaccrued interest, on an After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any, payable in respect of and all other sums due and owing on the Equipment Notes outstanding on payable under the Refunding Date pursuant to Indenture; (ii) Payment in full of all other amounts then due and owing by the Lessee under this Agreement, the Indenture, all interest which is accrued and unpaid in respect of late payments of Basic Rent or any part thereofthe Lease, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) all reasonable feesTrust Agreement, costs, expenses of such refunding or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors)Equipment Notes then outstanding shall have been made by the Lessee; (fiii) the Lessee shall give the Indenture Trustee, the Policy Provider, the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through Trustee and the Indenture Trustee Such party shall have received (i) such opinions of counsel as they may (including, without limitation, an opinion received by the Owner Participant from independent tax counsel reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating satisfactory to the sale of securities Lessee that such Refinancing shall not result in any adverse tax consequences to such Owner Participant, unless the Lessee shall have agreed to provide an indemnity in respect thereof reasonably satisfactory in form and (ii) such other opinions of counsel and such substance to the Owner Participant), certificates and other documentsdocuments as it may reasonably request, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing); andsuch party; (hiv) such refinancing shall not violate any requirement of law, and all necessary All authorizations, approvals and consents which in the reasonable judgment of the Owner Participant are necessary for such Refinancing shall have been obtained obtained; (v) No Specified Default shall exist or would occur immediately after giving effect to such Refinancing; (vi) In the event the Lessee shall not prohibit the purchase of the Refinancing loan certificates by, or with the assets of, an ERISA Plan, the Lessee will permit the placement of the Refinancing loan certificates with an ERISA Plan only if either (A) if such placement is in the form of pass-through certificates, the sole underwriter or the manager or co-manager of the underwriting syndicate or the selling or placement agent of such pass-through certificates represents to the Lessee that it has a prohibited transaction exemption from the U.S. Department of Labor with respect to pass-through certificates (such as Prohibited Transaction Exemption 89-88 or any other comparable exemption) or (B) purchasers of the Refinancing loan certificates (or if the Refinancing involves the issuance and shall sale of pass-through certificates, purchasers of such pass-through certificates) provide a representation (which may be in full force the form of a deemed representation) regarding their source of funds used in acquiring the Refinancing loan certificates (or such pass-through certificates, as the case may be) and, if such purchasers represent that they are using funds of an ERISA Plan in acquiring the Refinancing loan certificates (or such pass-through certificates, as the case may be), such purchasers further represent that (1) either they are relying on a prohibited transaction exemption from the U.S. Department of Labor with respect to their purchase and effectholding of the Refinancing loan certificates (or such pass-through certificates, as the case may be) or (2) their purchase and holding of the Refinancing loan certificates (or such pass- through certificates, as the case may be) will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. The reliance on any such exemption will not be conditional on the Owner Participant's representation concerning its party in interest or other status with respect to ERISA Plans; and (vii) The Lessee shall pay to or reimburse the Participants, the Owner Trustee and the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' and accountants' legal fees) paid or incurred by them in connection with such refunding any proposed or refinancing and (B) a refunding fee payable to each Owner Participant on a pro rata basis upon the occurrence of the second refunding or refinancing equal to the product of $1,000 multiplied by a fraction, the numerator of which is the total Equipment Cost of the Units on the date of such refinancing and the denominator of which is $1,000,000actually consummated Refinancing.

Refinancing. So long as no Lease Event of Default has occurred and is continuing, the Lessee shall have the right, on no more than two occasions, in its sole discretion, at any time following the fifth anniversary of the Closing Date, to request the Owner Participant and the Trust to effect an optional prepayment of all, but not less than all, of the Equipment Notes pursuant to Section 2.10(d) of the Indenture as part of a refunding or refinancing operation, provided that the Lessee shall obtain the prior written consent of the Owner Participant to be granted in the sole discretion of the Owner Participant acting in good faith if such refinancing imposes any increased risk or liability on or otherwise adversely affects the Owner Participant; provided further, that the Owner Participant shall not withhold such consent if in its sole judgment (i) any increased risk or liability is both remote and not material, (ii) the Lessee and Trinity are at the time at least as creditworthy as on the Closing Date and (iii) the Lessee provides an indemnity, in form and substance satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity pursuant to a Guaranty substantially in the form of Section 11 of this Agreement. As soon as practicable after receipt of such request, the Owner Participant and the Lessee shall cooperate in good faith to effectuate such refinancing or refunding and shall enter into an agreement, in form and substance satisfactory to the parties thereto, as to the terms of such refunding or refinancing as follows: (a) the Lessee, the Owner Participant, the Indenture Trustee, the Owner Trustee, and any other appropriate parties will enter into a financing or loan agreement (which may involve an underwriting agreement in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering), in form and substance reasonably satisfactory to the parties thereto, providing for (i) the issuance and sale by the Trust or such other party as may be appropriate on the date specified in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency of the United States) equal to the principal amount of the Equipment Notes outstanding on the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, by more than six months) the Remaining Weighted Average Life of said Equipment Notes, (ii) the application of the proceeds of the sale of such debt securities to the prepayment of all such Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person or Persons entitled thereto of all other amounts, in respect of accrued interest, any Make Whole Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust will amend the Lease in a manner such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant to Section 10.2(a), the Lessee shall on the Refunding Date prepay that portion of the next succeeding installment of Basic Rent as shall equal the aggregate interest accrued on the Equipment Notes outstanding to the Refunding Date, (ii) Basic Rent payable in respect of the period from and after the Refunding Date shall be recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof); (c) the Trust will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further that, notwithstanding the foregoing (but subject to the provisions of clauses (a) and (b) and the lead in paragraph of this Section 10.2 above), the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements; (i) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust nor the Owner Participant shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably satisfactory to the Owner Participant and (ii) the Lessee shall provide satisfactory indemnity to the Owner Trustee and Owner Participant with respect to the refunding or refinancing; (e) unless otherwise agreed by each of the Owner Participant and the Policy Provider, the Lessee shall pay to the Trust as Supplemental Rent an amount, on an After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any, payable in respect of Equipment Notes outstanding on the Refunding Date pursuant to the Indenture, all interest which is accrued and unpaid in respect of late payments of Basic Rent or any part thereof, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) all reasonable fees, costs, expenses of such refunding or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors); (f) the Lessee shall give the Indenture Trustee, the Policy Provider, the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through Trustee and the Indenture Trustee shall have received (i) such opinions of counsel as they may reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating to the sale of securities and (ii) such other opinions of counsel and such 79 certificates and other documents, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing); and (h) such refinancing shall not violate any requirement of law, and all necessary authorizations, approvals and consents shall have been obtained and shall be in full force and effect. The Lessee shall pay to or reimburse the Participants, the Owner Trustee and the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' and accountants' fees) paid or incurred by them in connection with such refunding or refinancing and (B) a refunding fee payable to each Owner Participant on a pro rata basis upon the occurrence of the second refunding or refinancing equal to the product of $1,000 multiplied by a fraction, the numerator of which is the total Equipment Cost of the Units on the date of such refinancing and the denominator of which is $1,000,000.

Refinancing. So long as no Lease Default or Lease Event of Default has occurred and is continuingshall be in existence, the Lessee shall have the right, on no right not more than two occasions, in its sole discretion, at any time following twice during the fifth anniversary of the Closing Date, Lease Term to request the Owner Participant and the Trust Owner Trustee to effect an optional prepayment of all, but and not less than all, of the Equipment Notes pursuant to Section 2.10(d2.10(e) of the Indenture as part of a refunding or refinancing operationrefinancing. To the extent that an optional prepayment of all of the Equipment Notes has not theretofore been effected and that the Equipment Notes remain subject to prepayment pursuant to Section 2.10(f) of the Indenture, provided that the Lessee shall obtain arrange for prepayment of all then outstanding Equipment Notes on the prior written consent Mandatory Refinancing Date as part of a refinancing. In the event that after exercising commercially reasonable efforts, the Lessee is unable to effect the refinancing required to occur on the Mandatory Refinancing Date, the Lessee may provide its own funds for such refinancing on substantially the same terms and conditions provided in the Indenture (excluding the provisions of Section 2.10(f) thereof and with such modifications as are requested by the Owner Participant to be granted in take into account the sole discretion common identity of the Lessee and the holder of the refinancing debt). The Owner Participant acting agrees to cooperate in good faith if such refinancing imposes any increased risk or liability on or otherwise adversely affects the Owner Participant; provided further, that the Owner Participant shall not withhold such consent if in its sole judgment (i) any increased risk or liability is both remote and not material, (ii) with the Lessee and Trinity are at the time at least in effecting or arranging any such refunding or refinancing and, as creditworthy as on the Closing Date and (iii) the Lessee provides an indemnity, in form and substance satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity pursuant to a Guaranty substantially in the form of Section 11 of this Agreement. As soon as practicable after receipt of such request, the Owner Participant and the Lessee shall cooperate in will enter into good faith negotiations in order to effectuate such refinancing or refunding and shall enter into an agreement, in form and substance satisfactory to the parties thereto, as to document the terms of such refunding or refinancing as follows: (a) the Lessee, the Owner Participant, the Indenture Trustee, the Owner Trustee, and any other appropriate parties will enter into a financing or loan agreement (which may involve an underwriting agreement in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering), in form and substance reasonably satisfactory to the parties thereto, providing for (i) the issuance and sale by the Trust Owner Trustee or such other party as may be appropriate on the date specified in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency of the United States) equal to the principal amount of the Equipment Notes outstanding on the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, by more than six months) the Remaining Weighted Average Life of said Equipment NotesNotes by more than three months, (ii) the application of the proceeds of the sale of such debt securities to the prepayment of all such Equipment Notes on the Refunding Date, and (iii) payment by the Lessee to the Person or Persons entitled thereto of all other amounts, in respect of accrued interest, any Make Whole Make- Whole-Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust Owner Trustee will amend the Lease in a manner in form and substance reasonably satisfactory to the Owner Participant such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant to Section 10.2(a), the Lessee shall on the Refunding Date prepay that portion of the next succeeding installment of Basic Rent as shall equal the aggregate interest accrued on the Equipment Notes outstanding to the Refunding Date, (ii) Basic Rent payable in respect of the period from and after the Refunding Date shall be recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof);that (c) the Trust Owner Trustee will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust Owner Trustee pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing, which agreements, amendments and/or supplements shall be reasonably satisfactory in form and substance to the Owner Participant; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further that, notwithstanding the foregoing (but subject to the provisions of clauses clause (a) and (b) and the lead in paragraph of this Section 10.2 above), the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements; provided, further, that no such amendment or supplement will increase the obligations or impair the rights of the Owner Participant under the Operative Agreements without the consent of the Owner Participant; (id) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust Owner Trustee nor the Owner Participant shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably satisfactory to the Owner Participant and (ii) the Lessee shall provide satisfactory indemnity to the Owner Trustee and Owner Participant with respect to the refunding or refinancingthereto; (e) unless otherwise agreed by each of the Owner Participant and the Policy ProviderParticipant, the Lessee shall pay to the Trust Owner Trustee as Supplemental Rent an amount, on an After-Tax Basis, amount equal to any the Make-Whole Amount, Late Payment PremiumAmount or other premium, if any, payable in respect of Equipment Notes outstanding on the Refunding Date pursuant to the IndentureDate, all interest which is accrued and unpaid in respect of late payments of Basic Rent or any part thereof, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) all reasonable fees, costs, expenses of such refunding or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors)refinancing; (f) the Lessee shall give the Indenture Trustee, the Policy Provider, Trustee and the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through Indenture Trustee and the Indenture Pass Through Trustee shall have received (i) such opinions of counsel as they may reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating to the sale - 52 - 57 of securities and (ii) such other opinions of counsel and such certificates and other documents, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing)10.2; and (h) such refinancing shall not violate any requirement of law, and all necessary authorizations, approvals and consents shall have been obtained obtained; provided, however, that the Lessee will, to the extent then known, promptly provide to the Owner Participant, the Owner Trustee, the Indenture Trustee and shall the Pass Through Trustee substantially final terms and conditions of any such refunding or refinancing within 20 days prior to the execution and delivery of the documents contemplated hereunder in connection therewith; and provided, further, that (v) no refunding or refinancing of the Equipment Notes will be permitted unless within 20 days after receipt by the Owner Participant of a request from the Lessee to effect a refunding or refinancing pursuant to this Section 10.2 and of information regarding the terms of such refunding or refinancing necessary to render the opinion referred to below, the Lessee has provided the Owner Participant with (a) a tax opinion from Neal, Xxrbxx & Xisexxxxx xx other independent tax counsel reasonably acceptable to the Owner Participant to the effect that the Owner Participant would have a reasonable basis within the meaning of Section 6662(d)(2)(B)(ii) of the Code not to report any adverse federal income tax consequences as a result of such refunding or refinancing and (b) an agreement to indemnify the Owner Participant against any adverse federal income tax consequence suffered as a result of such refinancing or refunding; alternatively, in full force the event such reasonable basis tax opinion cannot be provided and effect. The the Lessee wishes to effect such refunding or refinancing, the Lessee will, at such time as the Lessee receives written notice from the Owner Participant that the Owner Participant has filed any income tax return wherein such adverse income tax consequences are recognized, make an indemnity payment to the Owner Participant in the incremental amount of such adverse tax consequence (on an After-Tax Basis) attributable to such refunding or refinancing; (w) the Lessee shall pay to or reimburse the Participants, the Owner Trustee and the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' and accountants' fees) paid or incurred by them in connection with such refunding or refinancing and refinancing; (Bx) a refunding fee payable to each Owner Participant on a pro rata basis upon the occurrence of the second no refunding or refinancing equal to the product of $1,000 multiplied by a fraction, the numerator of which is the total Equipment Cost of the Units Equipment Notes will be permitted if it shall cause the Owner Participant to account for the transaction contemplated hereby as other than a "leveraged lease" under the Financial Accounting Standards Board ("FASB") Statement No. 13, as amended (including any amendment effected by means of the adoption by FASB of a new statement in lieu of FASB Statement No. 13); (y) no refunding or refinancing of the Equipment Notes may, without the consent of the Owner Participant, constitute assets of any "employee benefit plan" (as defined in Section 3(3) of ERISA) or any other entity subject to Section 4975 of the Code other than a "governmental plan" or "church plan" (as defined in Section 3(32) of ERISA) organized in a jurisdiction not having prohibitions on transactions with such governmental plan or church plan substantially similar to those contained in Section 406 of ERISA or Section 4975 of the Code, unless such refunding or refinancing is effected in connection with a public offering in reliance on the date of underwriter's exemption; and (z) in no event, in connection with or after giving effect to such refunding or refinancing and shall the denominator of Owner Participant be exposed to any unindemnified non-de minimis risk (including tax risk) to which it is $1,000,000not exposed prior to such refunding or refinancing.

Refinancing. So long as no Lease Event of Default has shall have ----------- occurred and is be continuing, the Lessee shall have the right, on no more than two occasions, in its sole discretion, at any time following the fifth anniversary of the Closing Date, to request the Owner Participant and the Trust Owner Trustee to effect an optional prepayment of all, but not less than all, of the Equipment Notes pursuant to Section 2.10(d) of the Indenture as part of a refunding or refinancing operation, provided that the Lessee shall obtain the prior written consent of the Owner Participant to be granted in the sole discretion of the Owner Participant acting in good faith if such refinancing imposes any increased risk or liability on or otherwise adversely affects affects, the Owner Participant; provided further, that the Owner Participant shall not withhold such consent if in its sole judgment (i) any increased risk risk, or liability is both remote and not material, (ii) the Lessee and Trinity are Parent is at the time at least as creditworthy as on the Closing Funding Date and (iiiii) the Lessee Parent provides an indemnity, in form and substance satisfactory to the Owner Participant, for such increased risk or liability, which indemnity is guaranteed by Trinity pursuant to a Guaranty substantially in the form of Section 11 of this Agreement. As soon as practicable after receipt of such requestrequest and consent, if required, the Owner Participant and the Lessee shall cooperate in good faith to effectuate such refinancing or refunding and shall will enter into an agreement, in form and substance reasonably satisfactory to the parties thereto, as to the terms of such refunding or refinancing as follows: (a) the Lessee, the Owner Participant, the Indenture Trustee, the Owner Trustee, and any other appropriate parties will enter into a financing or loan agreement (which may involve an underwriting agreement in connection with a public offering or a securities purchase agreement in connection with a Rule 144A offering), in form and substance reasonably satisfactory to the parties thereto, providing for (i) the issuance and sale by the Trust Owner Trustee or such other party as may be appropriate on the date specified in such agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt securities in an aggregate principal amount (in the lawful currency of the United States) equal to the principal amount of the Equipment Notes outstanding on the Refunding Date, having the same maturity date as said Equipment Notes and having a weighted average life which is not less than or greater than (in either case, by more than six three months) the Remaining Weighted Average Life of said Equipment Notes, (ii) the application of the proceeds of the sale of such debt securities to the prepayment of all such Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person or Persons entitled thereto of all other amounts, in respect of accrued interest, any Make Whole Amount or other premium, if any, payable on such Refunding Date; (b) the Lessee and the Trust Owner Trustee will amend the Lease in a manner such that (i) if the Refunding Date is not a Rent Payment Date and the accrued and unpaid interest on the Equipment Notes is not otherwise paid pursuant to Section 10.2(a), the Lessee shall on the Refunding Date prepay that portion of the next succeeding installment of Basic Rent [Participation Agreement (GARC II 98-A)] as shall equal the aggregate interest accrued on the Equipment Notes outstanding to the Refunding Date, (ii) Basic Rent payable in respect of the period from and after the Refunding Date shall be recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred, provided that the net present value of Basic Rent shall be minimized to the extent consistent therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination Amount Basic Term Purchase Price from and after the Refunding Date shall be appropriately recalculated to preserve the Net Economic Return which the Owner Participant would have realized had such refunding not occurred (it being agreed that any recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in accordance with the requirements of Section 2.6 hereof); (c) the Trust Owner Trustee will enter into an agreement to provide for the securing thereunder of the debt securities issued by the Trust Owner Trustee pursuant to clause (a) of this Section 10.2 in like manner as the Equipment Notes and/or will enter into such amendments and supplements to the Indenture as may be necessary to effect such refunding or refinancing, which agreements, amendments and/or supplements shall be reasonably satisfactory in form and substance to the Owner Participant; provided that, no such agreement or amendment shall provide for any increase in the security for the new debt securities; and provided further that, notwithstanding the foregoing (but subject to the provisions of clauses (a) and (b) and the lead in paragraph of this Section 10.2 above), the Lessee reserves the right to set the economic terms and other terms not customarily negotiated between an owner participant and a lender of the refunding or refinancing transaction to be so offered except to the extent adversely affecting cash flow, coverage ratios and reserve accounts, accounts as to the Owner Participant to be so offered to the extent that they are passed through to the Lessee in, or define rights or obligations of the Lessee under, the Operative Agreements; provided, further, that no such amendment or supplement will in the sole judgment of the Owner Participant increase its obligations or impair its rights under the Operative Agreements or otherwise adversely affect it without the consent of the Owner Participant; (i) in the case of a refunding or refinancing involving a public offering of debt securities, neither the Trust Owner Trustee nor the Owner Participant shall be an "issuer" for securities law purposes or an "obligor" within the meaning of the Trust Indenture Act of 1939, as amended, the offering materials (including any registration statement) for the refunding or refinancing transaction shall be reasonably satisfactory to the Owner Participant and (ii) the Lessee and Lessee Parent shall provide satisfactory indemnity to the Owner Trustee and Owner Participant with respect to the refunding or refinancing; (e) unless otherwise agreed by each of the Owner Participant and the Policy ProviderParticipant, the Lessee shall pay to the Trust Owner Trustee as Supplemental Rent an amount, on an After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any, payable in respect of Equipment Notes outstanding on the Refunding Date pursuant to the IndentureDate, all interest which is accrued and unpaid in respect of late payments of Basic Rent or any part thereof, all Policy Provider Amounts due and owing to the Policy Provider on the Refunding Date (after giving effect to the transactions contemplated to occur on the Refunding Date) all reasonable fees, costs, expenses of such refunding [Participation Agreement (GARC II 98-A)] or refinancing and of the parties hereto incurred in connection with such refunding or refinancing (including all reasonable out-of-pocket legal fees and expenses and the reasonable fees of any financial advisors); (f) the Lessee shall give the Indenture Trustee, the Policy Provider, the Pass Through Trustee and the Owner Participant not less than 25 days prior written notice of the Refunding Date; (g) the Owner Participant, the Owner Trustee, the Pass Through Indenture Trustee and the Indenture Pass Through Trustee shall have received (i) such opinions of counsel as they may reasonably request concerning compliance with the Securities Act of 1933, as amended, and any other applicable law relating to the sale of securities and (ii) such other opinions of counsel and such certificates and other documents, each in form and substance reasonably satisfactory to them, as they may reasonably request in connection with compliance with the terms and conditions of this Section 10.2 (including with respect to the Owner Participant a satisfactory tax opinion to the effect that there are no material adverse tax consequences as a result of the refinancing)10.2; and (h) such refinancing shall not violate any requirement of law, and all necessary authorizations, approvals and consents shall have been obtained and shall be in full force and effect. The Lessee shall pay to or reimburse the Participants, the Owner Trustee and the Indenture Trustee for (A) all costs and expenses (including reasonable attorneys' and accountants' fees) paid or incurred by them in connection with such refunding or refinancing and (B) a refunding fee payable to each Owner Participant on a pro rata basis upon the occurrence of the second refunding or refinancing equal to the product of $1,000 multiplied by a fraction, the numerator of which is the total Equipment Cost of the Units on the date of such refinancing and the denominator of which is $1,000,000refinancing.