Common use of Replacement or Payment upon Event of Loss Clause in Contracts

Replacement or Payment upon Event of Loss. Upon the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 or an election to replace pursuant to Section 8.1(b), Lessee shall as soon as reasonably practical and in any event within 60 days after a Responsible Officer of the Manager shall have actual knowledge of the occurrence of such Event of Loss or election to replace give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, within the 60-day period following such initial notice, Lessee shall give Lessor and the Indenture Trustee a second notice as to which of the following options Lessee shall elect to perform (it being agreed that, except in the case of an election to replace pursuant to Section 8.1(b) (in which case Lessee will comply with the provisions of Section 8.1(b)), if Lessee shall fail to give such second notice, Lessee shall be deemed to have elected to perform the option set forth in Section 11.2(ii)): (i) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in Section 8.1(b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before the 60th day following such second notice (or Section 8.1(b) election), Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a replacement unit ("Replacement Unit") to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of the same or newer model year (or otherwise approved by Lessor, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens of the type described in clause (ii) with respect to Permitted Subleases, and in clauses (iv) and (vii) of the definition thereof) and to have a fair market value, utility, residual value, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease) and to be (as of the date of conveyance) 20 then subject to a currently effective Permitted Sublease having a remaining term of not less than one year; provided, that, if only railcars of newer age or greater value are available for such replacement, Lessee may on one occasion re-substitute a railcar with a value closer to or equal to that of the Unit which originally suffered the Event of Loss or was replaced (which re-substitution shall occur within twenty-four months of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurred); provided also that, if Lessee shall elect the option under this clause (i) but shall fail to perform its obligation to effect such replacement under this clause (i) within the 60-day period hereinabove provided for, then (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b)) at the end of such 60-day period Lessee shall immediately give Lessor and the Indenture Trustee notice of such failure and specify that Lessee shall pay to Lessor on the next succeeding Rent Payment Date that is at least 25 days after the end of such 60-day period, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause (ii) below as of such next succeeding Rent Payment Date, and Lessee shall pay such amounts on such Rent Payment Date; provided further that Lessee shall have no right to elect replacement or re-substitution under this clause (i) if, at the time of the notice of the Event of Loss under Section 11.2 above or at the time such replacement or resubstitution is to occur, either (A), a Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default shall have occurred and be continuing or (B) sufficient cash amounts shall not have been made available to the Collateral Agent such that all amounts then required to be applied under Section 3.4 of the Collateral Agency Agreement in order to satisfy the amounts referred to in clauses (1) through (11) thereof, inclusive shall have been distributed as specified thereby; or (ii) on the Rent Payment Date which is not less than 25 days nor more than 60 days following the date of notice of Lessee's election to perform under this clause (ii), Lessee shall pay or cause to be paid to Lessor (or in the case of Supplemental Rent, to the Persons entitled thereto) in funds of the type specified in Section 3.5, (a) an amount equal to the Stipulated Loss Amount of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (b) all Basic Rent payable on such date in respect of such Unit (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss), (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and (d) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, but without withdrawal from any Reserve Account, Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant, it being understood that until such Stipulated Loss Amount and such other sums are paid, there shall be no abatement or reduction of Basic Rent on account of such Event of Loss.

Replacement or Payment upon Event of Loss. Upon the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 or an election to replace pursuant to Section 8.1(b), Lessee shall as soon as reasonably practical and in any event within 60 days after a Responsible Officer of the Manager shall have actual knowledge of the occurrence of such Event of Loss or election to replace give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, within the 60-day period following such initial notice, Lessee shall give Lessor and the Indenture Trustee a second notice as to which of the following options Lessee shall elect to perform (it being agreed that, except in the case of an election to replace pursuant to Section 8.1(b) (in which case Lessee will comply with the provisions of Section 8.1(b)), if Lessee shall fail to give such second notice, Lessee shall be deemed to have elected to perform the option set forth in Section 11.2(ii)): (i) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in Section 8.1(b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before the 60th day following such second notice (or Section 8.1(b) election), Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a replacement unit ("Replacement Unit") to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of the same or newer model year (or otherwise approved by Lessor, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens of the type described in clause (ii) with respect to Permitted Subleases, and in clauses (iv) and (vii) of the definition thereof) and to have a fair market value, utility, residual value, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease) and to be (as of the date of conveyance) 20 then subject to a currently effective Permitted Sublease having a remaining term of not less than one year; provided, that, if only railcars of newer age or greater value are available for such replacement, Lessee may on one occasion re-substitute a railcar with a value closer to or equal to that of the Unit which originally suffered the Event of Loss or was replaced (which re-substitution shall occur within twenty-four months of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurred); provided also that, if Lessee shall elect the option under this clause (i) but shall fail to perform its obligation to effect such replacement under this clause (i) within the 60-day period hereinabove provided for, then (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b)) at the end of such 60-day period Lessee shall immediately give Lessor and the Indenture Trustee notice of such failure and specify that Lessee shall pay to Lessor on the next succeeding Rent Payment Date that is at least 25 days after the end of such 60-day period, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause (ii) below as of such next succeeding Rent Payment Date, and Lessee shall pay such amounts on such Rent Payment Date; provided further that Lessee shall have no right to elect replacement or re-substitution under this clause (i) if, at the time of the notice of the Event of Loss under Section 11.2 above or at the time such replacement or resubstitution is to occur, either (A), a Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default shall have occurred and be continuing or (B) sufficient cash amounts shall not have been made available to the Collateral Agent such that all amounts then required to be applied under Section 3.4 of the Collateral Agency Agreement in order to satisfy the amounts referred to in clauses (1) through (11) thereof, inclusive shall have been distributed as specified thereby; or (ii) on the Rent Payment Date which is not less than 25 days nor more than 60 days following the date of notice of Lessee's election to perform under this clause (ii), Lessee shall pay or cause to be paid to Lessor (or in the case of Supplemental Rent, to the Persons entitled thereto) in funds of the type specified in Section 3.5, (a) an amount equal to the Stipulated Loss Amount of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (b) all Basic Rent payable on such date in respect of such Unit (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss), (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and (d) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, but without withdrawal from any Reserve Account, Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant, it being understood that until such Stipulated Loss Amount and such other sums are paid, there shall be no abatement or reduction of Basic Rent on account of such Event of Loss.

Replacement or Payment upon Event of Loss. Upon the occurrence of (a) an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 or (b) an election to replace pursuant to Section 8.1(b)) or 8.3, with respect to any Unit, Lessee shall as soon as reasonably practical and in any event within 60 days after a Responsible Officer of the Manager Lessee shall have actual knowledge of such occurrence or election give Lessor and the Indenture Trustee notice of such occurrence of such Event of Loss or election to replace give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, ) and then within the 60-day period following such initial notice, Lessee shall notice give Lessor and the Indenture Trustee a second notice as to which of the following options Lessee shall elect to perform (it being agreed that, except in the case of an election to replace pursuant to Section 8.1(b) (in which case Lessee will comply with the provisions of Section 8.1(b)), that if Lessee shall fail to give notice of such second noticeelection, Lessee shall be deemed to have elected to perform the option set forth in Section 11.2(ii)): (i) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in Section 8.1(b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before the 60th day following the date of notice of such second notice (Event of Loss or deemed Event of Loss pursuant to Section 9.1, or the date Lessee exercises an option to replace pursuant to Section 8.1(b) election)or Section 8.3, as the case may be, Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a replacement unit ("Replacement Unit") Unit to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of the same or newer model year (or otherwise approved by Lessor, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens of the type described in clause (ii) with respect to Permitted Subleasessublessees, and in clauses (iii), (iv), (vi) and (vii) of the definition thereof) and to have a fair market value, utility, residual valuecapacity, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease); provided that, if, at the time of such replacement, only railcars (x) and of a newer model year or (y) with a greater fair market value (or a greater Fair Market Sales Value in the situation set forth in the next proviso) than the replaced Units are available as Replacement Units, Lessee shall convey such Replacement Unit to be Lessor as set forth above but Lessee may, at a later date, replace such Replacement Units with other Units that are closer in fair market value (or Fair Market Sales Value in the situation set forth in the next proviso) to the original replaced Units so long as of the date of conveyance) 20 then subject to a currently effective Permitted Sublease having a remaining term of such replacement does not less than one yearresult in any additional unindemnified tax liability; provided, provided further that, if only railcars such replacement is performed (a) pursuant to Section 8.3 after the 180th day prior to the end of newer age the Lease Term of such Units or greater value are available for (b) with respect to 15 or more Units, each of such replacementReplacement Units must have, Lessee may on one occasion re-substitute in addition to the requirements set forth above, a railcar with a value closer to or Fair Market Sales Value at least equal to that of the Unit which originally suffered the Event of Loss or was so replaced (which re-substitution shall occur within twenty-four months assuming such Unit was in the condition required to be maintained by the terms of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurredLease); provided also further that, if Lessee shall elect the option under this clause (i) within such period but shall fail to perform its obligation to effect such replacement under this clause paragraph (i) within the 60-day period hereinabove provided for, then (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b)) or Section 8.3) at the end of such 60-day period Lessee shall immediately give Lessor and the Indenture Trustee notice of such failure and specify that Lessee shall pay to Lessor on the next succeeding Rent Payment Date that is at least 25 days after the end of such 60-day period, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause paragraph (ii) below as of such next succeeding Rent Payment Date, and Lessee shall pay such amounts on such Rent Payment Date; provided further that Lessee shall have no right to elect replacement or re-substitution under this clause clause (i) if, if at the time of the notice of the Event of Loss under Section 11.2 above a Material Default or at the time such replacement or resubstitution is to occur, either (A), a Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default shall have occurred and be continuing or (B) sufficient cash amounts shall not have been made available to the Collateral Agent such that all amounts then required to be applied under Section 3.4 of the Collateral Agency Agreement in order to satisfy the amounts referred to in clauses (1) through (11) thereof, inclusive shall have been distributed as specified therebycontinuing; or (ii) on the Rent Payment Date which is not less than 25 days nor more than 60 days following the date of notice of Lessee's election to perform under this clause (ii), Lessee shall pay or cause to be paid to Lessor (or in the case of Supplemental Rent, to the Persons entitled thereto) in funds of the type specified in Section 3.53.6, (a) an amount equal to the Stipulated Loss Amount Value of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (b) all Basic Rent payable on such date in respect of such Unit (exclusive of any Basic Rent first becoming due on such date in respect of date) [and an amount equal to the Unit or Units suffering the Event of LossAdjustment Amount (which amount, if negative, shall be a credit against amounts payable by Lessee pursuant to this Section 11.2(ii))], and (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and (d) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, but without withdrawal from any Reserve Account, Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participanthereunder, it being understood that until such Stipulated Loss Amount Value and such other sums are paid, there shall be no abatement or reduction of Basic Rent; provided that in the event at any time a Responsible Officer of Lessee shall have actual knowledge of the occurrence or deemed occurrence of an Event of Loss with respect to an aggregate of 15 or more Units as to which Lessee would otherwise be obligated to make payment pursuant to the second proviso to paragraph (i) above or pursuant to paragraph (ii) above on a Rent Payment Date, then Lessee shall thereupon give Lessor and the Indenture Trustee notice that in lieu of making payments with respect to such Units as otherwise above provided on account a Rent Payment Date, Lessee will make a payment with respect to such Units on the next succeeding Determination Date which is at least 25 days after such notice, and on such Determination Date Lessee shall pay, in lieu of the amounts otherwise required to be paid in respect of such Event Units on a Rent Payment Date as provided above, (a) an amount equal to the Stipulated Loss Value of Losssuch Units determined as of such Determination Date, (b) if such Determination Date is also a Rent Payment Date, all Basic Rent payable on such date in respect of such Units (exclusive of any in advance Basic Rent due on such date) and (c) all other Rent then due and payable hereunder, it being understood that until such Stipulated Loss Value and other sums are paid, there shall be no abatement or reduction of Basic Rent.

Replacement or Payment upon Event of Loss. Upon the occurrence of (x) an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 4.06(a) or (y) an election to replace pursuant to Section 8.1(b4.04(c) or 4.04(d), Lessee with respect to any Unit, the Owner shall as soon as reasonably practical and in any event within 60 days after a Responsible Officer of the Manager Owner shall have actual knowledge of such occurrence or election give the Indenture Trustee notice of such occurrence of such Event of Loss or election to replace give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, ) and then within the 60-day period following such initial notice, Lessee shall notice give Lessor and the Indenture Trustee a second notice as to which of the following options Lessee the Owner shall elect to perform (it being agreed that, except in that if the case of an election to replace pursuant to Section 8.1(b) (in which case Lessee will comply with the provisions of Section 8.1(b)), if Lessee Owner shall fail to give notice of such second noticeelection, Lessee the Owner shall be deemed to have elected to perform the option set forth in Section 11.2(ii4.06(b)(ii)): (i) Upon Lessee's the Owner’s election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in Section 8.1(b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before the 60th 90th day following the date of notice of such second notice (Event of Loss or deemed Event of Loss pursuant to Section 8.1(b) election4.06(a), Lessee or the date the Owner exercises an option to replace pursuant to Section 4.04(c) or 4.04(d), as the case may be, the Owner shall comply with Section 11.4(b4.06(c) and shall convey or cause to be conveyed to Lessor replace such Unit with a replacement unit ("Replacement Unit") to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of the same or newer model year (or otherwise approved by LessorIndenture Trustee, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens of the type described in clause (ii) with respect to Permitted Subleases, and in clauses (iv) and (vii) of the definition thereofLiens) and to have a fair market value, utility, residual value, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this LeaseIndenture); provided that, if, at the time of such replacement, only railcars (x) and to be of a newer model year or (y) with a greater fair market value than the replaced Units are available as of Replacement Units, the date of conveyance) 20 then Owner shall make such Replacement Unit subject to the Lien of this Indenture but the Owner may, at a currently effective Permitted Sublease having a remaining term of not less than one yearlater date, replace such Replacement Units with other Units that are closer in fair market value to the original replaced Units; provided, provided further that, if only railcars of newer age or greater value are available for such replacement, Lessee may on one occasion re-substitute a railcar with a value closer to or equal to that of the Unit which originally suffered the Event of Loss or was replaced (which re-substitution shall occur within twenty-four months of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurred); provided also that, if Lessee Owner shall elect the option under this clause (i) within such period but shall fail to perform its obligation to effect such replacement under this clause paragraph (i) within the 6090-day period hereinabove provided for, then (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b)) at the end of such 6090-day period Lessee the Owner shall immediately give Lessor and the Indenture Trustee notice of such failure and specify that Lessee the Owner shall pay to Lessor Indenture Trustee on the next succeeding Rent Payment Date that is at least 25 30 days after the end of such 6090-day period, or in the case of Supplemental Rent, to the Person entitled thereto, period the amounts specified in clause paragraph (ii) below as of such next succeeding Rent Payment Date, and Lessee the Owner shall pay such amounts on such Rent Payment Date; Date provided further that Lessee the Owner shall have no right to elect replacement or re-substitution under this clause clause (i) if, if at the time of the notice of the Event of Loss Owner’s election to replace under Section 11.2 4.06(b) above a Material Default or at the time such replacement or resubstitution is to occur, either (A), a Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default shall have occurred and be continuing or (B) sufficient cash amounts shall not have been made available to the Collateral Agent such that all amounts then required to be applied under Section 3.4 of the Collateral Agency Agreement in order to satisfy the amounts referred to in clauses (1) through (11) thereof, inclusive shall have been distributed as specified therebycontinuing; or (ii) on the Rent Payment Date which is not less than 25 days nor more than 60 30 days following the date of notice of Lessee's the Owner’s election to perform under this clause (ii), Lessee the Owner shall pay or cause prepay the related Equipment Notes in accordance with Section 2.09(a); provided, that if the Owner elects to replace any Unit pursuant to clause (i) above, the Owner shall not be paid required to Lessor replace Equipment pursuant to clause (or i) above in respect of any Event of Loss more than two (2) times in any calendar year; provided that any replacement shall be made no later than the case of Supplemental Rent, to next Payment Date that is not less than 60 days from the Persons entitled thereto) in funds end of the type specified 90 day period provided for in Section 3.5clause (i) above, (a) an amount equal to the Stipulated Loss Amount other than in respect of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of that has occurred in such Rent Payment Date, (b) all Basic Rent payable on such date in calendar year with respect of such Unit (exclusive of any Basic Rent due on such date in respect to more than 5% of the Unit or Units suffering in the Event of Loss), aggregate (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and (d) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, but without withdrawal from any Reserve Account, Owner Participant which shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent made as set forth in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant, it being understood that until such Stipulated Loss Amount and such other sums are paid, there shall be no abatement or reduction of Basic Rent on account of such Event of Lossclause (i)).

Replacement or Payment upon Event of Loss. Upon the ----------------------------------------- occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 or an election to replace pursuant to Section 8.1(b), Lessee shall as soon as reasonably practical and in any event within 60 days after a Responsible Officer of the Manager shall have actual knowledge of the occurrence of such Event of Loss or election to replace give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, within the 60-day period following such initial notice, Lessee shall give Lessor and the Indenture Trustee a second notice as to which of the following options Lessee shall elect to perform (it being agreed that, except in the case of an election to replace pursuant to Section 8.1(b) (in which case Lessee will comply with the provisions of Section 8.1(b)), that if Lessee shall fail to give such second notice, Lessee shall be deemed to have elected to perform the option set forth in Section 11.2(ii)): (i) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in Section 8.1(b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before the 60th day following such second notice (or Section 8.1(b) election), Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a replacement unit ("Replacement Unit") to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of the same or newer model year (or otherwise approved by Lessor, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens of the type described in clause (ii) with respect to Permitted Subleases, and in clauses (iv) and (vii) of the definition thereof) and to have a fair market value, utility, residual value, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease) and to be (as of the date of conveyance) 20 then subject to a currently effective Permitted Sublease having a remaining term of not less than one year6 months; provided, that, if only railcars of newer age or greater value are available for such replacement, the Lessee may on one occasion re-substitute a railcar with a value closer to or equal to that of the Unit which originally suffered the Event of Loss or was replaced (which re-substitution shall occur within twenty-four months of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurred); provided also that, if Lessee shall elect the option under this clause (i) but shall fail to perform its obligation to effect such replacement under this clause (i) within the 60-day period hereinabove provided for, then (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b)) at the end of such 60-day period Lessee shall immediately give Lessor and the Indenture Trustee notice of such failure and specify that Lessee shall pay to Lessor on the next succeeding Rent Payment Date that is at least 25 days after the end of such 60-day period, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause (ii) below as of such next succeeding Rent Payment Date, and Lessee shall pay such amounts on such Rent Payment Date; provided further that Lessee shall have no right to elect replacement or re-substitution under this clause clause (i) if, at the time of the notice of the Event of Loss under Section 11.2 above or at the time such replacement or resubstitution re-substitution is to occur, either (A), a Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default shall have occurred and be continuing or (B) sufficient cash amounts shall not have been made available to the Collateral Agent such that all amounts then required to be applied under Section 3.4 of the Collateral Agency Intercreditor Agreement in order to satisfy the amounts referred to in clauses (1) through (11) thereof, inclusive shall have been distributed as specified thereby; or (ii) on the Rent Payment Date which is not less than 25 days nor more than 60 days following the date of notice of Lessee's election to perform under this clause (ii), Lessee shall pay or cause to be paid to Lessor (or in the case of Supplemental Rent, to the Persons entitled thereto) in funds of the type specified in Section 3.5, (a) an amount equal to the Stipulated Loss Amount Value of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (b) all Basic Rent payable on such date in respect of such Unit (exclusive of any in advance Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss), (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture Indenture, and (d) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the amounts necessary such that after application thereof in accordance with Section 3.4 of the Intercreditor Agreement, all Rent owing hereunder in respect of such Unit shall be satisfied, including the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, payments but without any withdrawal from any Reserve Account, the Owner Participant shall be entitled under the terms of the Collateral Agency Intercreditor Agreement to receive, and does receive, taking into account all payments of Basic Rent receive in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant, it being understood that until such Stipulated Loss Amount Value and such other sums are paid, there shall be no abatement or reduction of Basic Rent on account of such Event of LossRent.

Replacement or Payment upon Event of Loss. Upon the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 or an election to replace pursuant to Section 8.1(b), Lessee shall as soon as reasonably practical and in any event within 60 days after a Responsible Officer of the Manager shall have actual knowledge of the occurrence of such Event of Loss or election to replace give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, within the 60-day period following such initial notice, Lessee shall give Lessor and the Indenture Trustee a second notice as to which of the following options Lessee shall elect to perform (it being agreed that, except in the case of an election to replace pursuant to Section 8.1(b) (in which case Lessee will comply with the provisions of Section 8.1(b)), if Lessee shall fail to give such second notice, Lessee shall be deemed to have elected to perform the option set forth in Section 11.2(ii)): (i) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in Section 8.1(b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before the 60th day following such second notice (or Section 8.1(b) election), Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a replacement unit ("Replacement Unit") to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of the same or newer model year (or otherwise approved by Lessor, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens of the type described in clause (ii) with respect to Permitted Subleases, and in clauses (iv) and (vii) of the definition thereof) and to have a fair market value, utility, residual value, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease) and to be (as of the date of conveyance) 20 then subject to a currently effective Permitted Sublease having a remaining term of not less than one year; provided, that, if only railcars of newer age or greater value are available for such replacement, Lessee may on one occasion re-substitute a railcar with a value closer to or equal to that of the Unit which originally suffered the Event of Loss or was replaced (which re-substitution shall occur within twenty-four months of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurred); provided also that, if Lessee shall elect the option under this clause (i) but shall fail to perform its obligation to effect such replacement under this clause (i) within the 60-day period hereinabove provided for, then (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b)) at the end of such 60-day period Lessee shall immediately give Lessor and the Indenture Trustee notice of such failure and specify that Lessee shall pay to Lessor on the next succeeding Rent Payment Date that is at least 25 days after the end of such 60-day period, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause (ii) below as of such next succeeding Rent Payment Date, and Lessee shall pay such amounts on such Rent Payment Date; provided further that Lessee shall have no right to elect replacement or re-substitution under this clause clause (i) if, at the time of the notice of the Event of Loss under Section 11.2 above or at the time such replacement or resubstitution is to occur, either (A), a Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default shall have occurred and be continuing or (B) sufficient cash amounts shall not have been made available to the Collateral Agent such that all amounts then required to be applied under Section 3.4 of the Collateral Agency Agreement in order to satisfy the amounts referred to in clauses (1) through (11) thereof, inclusive shall have been distributed as specified thereby; or (ii) on the Rent Payment Date which is not less than 25 days nor more than 60 days following the date of notice of Lessee's election to perform under this clause (ii), Lessee shall pay or cause to be paid to Lessor (or in the case of Supplemental Rent, to the Persons entitled thereto) in funds of the type specified in Section 3.5, (a) an amount equal to the Stipulated Loss Amount of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (b) all Basic Rent payable on such date in respect of such Unit (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss), (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and (d) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, but without withdrawal from any Reserve Account, Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant, it being understood that until such Stipulated Loss Amount and such other sums are paid, there shall be no abatement or reduction of Basic Rent on account of such Event of Loss.

Replacement or Payment upon Event of Loss. Upon the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 or an election to replace pursuant to Section 8.1(b), Lessee shall as soon as reasonably practical and in any event within 60 days after a Responsible Officer of the Manager shall have actual knowledge of the occurrence of such Event of Loss or election to replace give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, within the 60-day period following such initial notice, Lessee shall give Lessor and the Indenture Trustee a second notice as to which of the following options Lessee shall elect to perform (it being agreed that, except in the case of an election to replace pursuant to Section 8.1(b) (in which case Lessee will comply with the provisions of Section 8.1(b)), if Lessee shall fail to give such second notice, Lessee shall be deemed to have elected to perform the option set forth in Section 11.2(ii)):): Lease Agreement (TRLI 2001-1C) (i) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in Section 8.1(b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before the 60th day following such second notice (or Section 8.1(b) election), Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a replacement unit ("Replacement Unit") to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of the same or newer model year (or otherwise approved by Lessor, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens of the type described in clause (ii) with respect to Permitted Subleases, and in clauses (iv) and (vii) of the definition thereof) and to have a fair market value, utility, residual value, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease) and to be (as of the date of conveyance) 20 then subject to a currently effective Permitted Sublease having a remaining term of not less than one year; provided, that, if only railcars of newer age or greater value are available for such replacement, Lessee may on one occasion re-substitute a railcar with a value closer to or equal to that of the Unit which originally suffered the Event of Loss or was replaced (which re-substitution shall occur within twenty-four months of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurred); provided also that, if Lessee shall elect the option under this clause (i) but shall fail to perform its obligation to effect such replacement under this clause (i) within the 60-day period hereinabove provided for, then (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b)) at the end of such 60-day period Lessee shall immediately give Lessor and the Indenture Trustee notice of such failure and specify that Lessee shall pay to Lessor on the next succeeding Rent Payment Date that is at least 25 days after the end of such 60-day period, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause (ii) below as of such next succeeding Rent Payment Date, and Lessee shall pay such amounts on such Rent Payment Date; provided further that Lessee shall have no right to elect replacement or re-substitution under this clause (i) if, at the time of the notice of the Event of Loss under Section 11.2 above or at the time such replacement or resubstitution re-substitution is to occur, either (A), a Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default shall have occurred and be continuing or (B) sufficient cash amounts shall not have been made available to the 24 Lease Agreement (TRLI 2001-1C) Collateral Agent such that all amounts then required to be applied under Section 3.4 of the Collateral Agency Agreement in order to satisfy the amounts referred to in clauses (1) through (11) thereof, inclusive shall have been distributed as specified thereby; or (ii) on the Rent Payment Date which is not less than 25 days nor more than 60 days following the date of notice of Lessee's election to perform under this clause (ii), Lessee shall pay or cause to be paid to Lessor (or in the case of Supplemental Rent, to the Persons entitled thereto) in funds of the type specified in Section 3.5, (a) an amount equal to the Stipulated Loss Amount of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (b) all Basic Rent payable on such date in respect of such Unit (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss), (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and (d) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, but without withdrawal from any Reserve Account, Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant, it being understood that until such Stipulated Loss Amount and such other sums are paid, there shall be no abatement or reduction of Basic Rent on account of such Event of Loss.Section

Replacement or Payment upon Event of Loss. Upon Lessee shall report, by written notice to Lessor given (a) on the occurrence date that is 60 days prior to each Rent Payment Date, or (b) promptly, but in no event later than 30 days, after the date on which a Responsible Officer of Lessee shall have obtained actual knowledge that since the end of the last period for which a report was delivered to Lessor under this Section 11.2 ten or more Units have suffered an Event of Loss (a "Multiple Loss"), any and all occurrences of an Event of Loss or the deemed occurrence and shall notify Lessor of an Event of Loss pursuant to Section 9.1 or an its election to replace pursuant to Section 8.1(b), Lessee shall as soon as reasonably practical and in any event within 60 days after a Responsible Officer of the Manager shall have actual knowledge of the occurrence of such Event of Loss or election to replace give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, within the 60-day period following such initial notice, Lessee shall give Lessor and the Indenture Trustee a second notice as to which perform one of the following options Lessee shall elect with respect to perform each such Unit: (it being agreed thati) on the Rent Payment Date immediately following delivery of the foregoing notice (or, except in the case of an election to replace pursuant to Section 8.1(b) (in which case Lessee will comply with a Multiple Loss, on the provisions of Section 8.1(b)), if Lessee shall fail to give such second notice, Lessee shall be deemed to have elected to perform the option set forth in Section 11.2(ii)): (i) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in Section 8.1(b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before first Business Day succeeding the 60th day following the date on which Lessee is required to report such second notice (or Multiple Loss pursuant to this Section 8.1(b) election11.2), Lessee shall comply with Section 11.4(b) 11.4 and shall convey or cause to be conveyed to Lessor a replacement unit ("Replacement Unit") Unit to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of type, the same or newer model later year (or otherwise approved by Lessor, which approval shall not be unreasonably withheld), of manufacture of the Unit replaced and free and clear of all Liens (other than Permitted Liens of the type described in clause (ii) with respect to Permitted Subleasessublessees, and in clauses (iii), (iv), (vi) and (vii) of the definition thereof) and to have a fair market valueFair Market Sales Value, utility, remaining useful life, residual value, remaining economic useful life value and condition at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease) and to be (as ); provided that if at the time of the date of conveyance) 20 then subject to a currently effective Permitted Sublease having a remaining term of not less than one year; provided, that, if only railcars of newer age or greater value are available for such replacement, Lessee may on one occasion re-substitute only railcars (x) of a railcar later year of manufacture or (y) with a value greater Fair Market Sales Value than the replaced Units are available as Replacement Units, Lessee shall convey such Replacement Units to Lessor as set forth above but Lessee may, at a later date, replace such Replacement Units with other Units that are closer in Fair Market Sales Value to or equal to that of the Unit which originally suffered the Event of Loss or was replaced (which re-substitution shall occur within twenty-four months of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurred)replaced Units; provided also that, further that if Lessee shall either fail to elect an option under clause (i) or (ii) of this Section 11.2 by the applicable date, or timely elects the option under this clause (i) but shall fail to perform its obligation to effect such replacement under this clause paragraph (i) within the 60-day period hereinabove provided foron a timely basis, then (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b), Section 8.3 or Section 9 .1) at the end of such 60-day period Lessee shall immediately give Lessor Lessor, the Indenture Trustee and the Indenture Pass Through Trustee notice of such failure and specify that Lessee shall pay to Lessor on the next succeeding such Rent Payment Date that (or, in the case of a Multiple Loss, on the first 18 24 Business Day succeeding the 60th day following the date on which Lessee is at least 25 days after the end of required to report such 60-day period, loss pursuant to this Section 11.2) or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause (ii) below as of such next succeeding Rent Payment Date, and Lessee shall pay such amounts on such Rent Payment Date; provided further that Lessee shall have no right to elect replacement or re-substitution under this clause clause (i) if, if at the time of Lessee delivers the notice described in the first sentence of the Event of Loss under this Section 11.2 above or at the time such replacement or resubstitution is to occur11.2, either (A), a Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default or a Lease Default described in Section 14(a), Section 14(g) or Section 14(h) shall have occurred and be continuing and provided further that the Lessee may substitute fewer or more Replacement Units than the number of Units which have suffered an Event of Loss so long as (A) such Replacement Unit(s) have in the aggregate a Fair Market Sales Value, utility, remaining economic useful life, residual value and condition at least equal to the aggregate Fair Market Sales Value, utility, remaining economic useful life, residual value and condition of the Unit(s) so replaced (assuming such Unit(s) were in at least the condition required to be maintained by the terms of this Lease), (B) sufficient cash amounts shall each such Replacement Unit has a utility and condition not have been made available to the Collateral Agent such materially worse than that all amounts then required to be applied under Section 3.4 of each of the Collateral Agency Agreement in order Units so replaced, (C) each such Replacement Unit has an estimated residual value as of the end of the Basic Term (determined at the date of such replacement) of at least 20% (without giving effect to satisfy inflation or deflation) of the amounts referred to in clauses Fair Market Sales Value of such Replacement Unit as of the date of such replacement, and (1D) through such Replacement Unit(s) otherwise meet the requirements of this paragraph (11) thereof, inclusive shall have been distributed as specified therebyi); or (ii) on the Rent Payment Date which is not less than 25 days nor more than 60 days immediately following the date delivery of the notice described in the first sentence of Lessee's election to perform under this clause (ii)Section 11.2, Lessee shall pay or cause to be paid to Lessor (or in the case of Supplemental Rent, to the Persons Person entitled thereto) in funds of the type specified in Section 3.53.6, (a) an amount equal to (A) the Stipulated Loss Amount Value of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (bB) all Basic Rent payable on such date in respect of such Unit (exclusive of any in advance Basic Rent due on such date in respect of the Unit or Units suffering the Event of Lossdate), (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and (dC) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, but without withdrawal from any Reserve Account, Owner Participant shall be entitled under the terms of the Collateral Agency Agreement with respect to receive, and does receive, taking into account all payments of Basic Rent in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant, it being understood that until such Stipulated Loss Amount Value and such other sums are paid, there shall be no abatement or reduction of Basic Rent; provided, however, that in the event of a Multiple Loss, in lieu of the amounts otherwise required to be paid in respect of each such Unit as provided above, Lessee shall pay or cause to be paid on the first Business Day succeeding the 60th day following the date on which Lessee is required to report such loss pursuant to this Section 11.2 (the "Multiple Loss Payment Date"), (A) an amount equal to the Stipulated Loss Value of each such Unit determined as of (i) the second day of the month in which the Multiple Loss Payment Date occurs or (ii) the second day of the immediately preceding month if the Multiple Loss Payment Date is the first day of a month (the second day of any such month a "Multiple Loss Determination Date"), (B) an amount of accrued and unpaid Basic Rent, if any, in respect of each such Unit equal to the product of (x) the daily equivalent of the amount of Basic Rent scheduled to be paid with respect to each such Unit on account the Rent Payment Date next succeeding such Multiple Loss Determination Date and (y) the number of days from and including such Event of Multiple Loss.

Replacement or Payment upon Event of Loss. Upon the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 or an election to replace pursuant to Section 8.1(b), Lessee shall as soon as reasonably practical and in any event within 60 days after a Responsible Officer of the Manager shall have actual knowledge of the occurrence of such Event of Loss or election to replace give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, within the 60-day period following such initial notice, Lessee shall give Lessor and the Indenture Trustee a second notice as to which of the following options Lessee shall elect to perform (it being agreed that, except in the case of an election to replace Lease Agreement (TRLI 2001-1B) pursuant to Section 8.1(b) (in which case Lessee will comply with the provisions of Section 8.1(b)), if Lessee shall fail to give such second notice, Lessee shall be deemed to have elected to perform the option set forth in Section 11.2(ii)): (i) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in Section 8.1(b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before the 60th day following such second notice (or Section 8.1(b) election), Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a replacement unit ("Replacement Unit") to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of the same or newer model year (or otherwise approved by Lessor, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens of the type described in clause (ii) with respect to Permitted Subleases, and in clauses (iv) and (vii) of the definition thereof) and to have a fair market value, utility, residual value, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease) and to be (as of the date of conveyance) 20 then subject to a currently effective Permitted Sublease having a remaining term of not less than one year; provided, that, if only railcars of newer age or greater value are available for such replacement, Lessee may on one occasion re-substitute a railcar with a value closer to or equal to that of the Unit which originally suffered the Event of Loss or was replaced (which re-substitution shall occur within twenty-four months of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurred); provided also that, if Lessee shall elect the option under this clause (i) but shall fail to perform its obligation to effect such replacement under this clause (i) within the 60-day period hereinabove provided for, then (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b)) at the end of such 60-day period Lessee shall immediately give Lessor and the Indenture Trustee notice of such failure and specify that Lessee shall pay to Lessor on the next succeeding Rent Payment Date that is at least 25 days after the end of such 60-day period, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause (ii) below as of such next succeeding Rent Payment Date, and Lessee shall pay such amounts on such Rent Payment Date; provided further that Lessee shall have no right to elect replacement or re-substitution under this clause (i) if, at the time of the notice of the Event of Loss under Section 11.2 above or at the time such replacement or resubstitution 24 Lease Agreement (TRLI 2001-1B) re-substitution is to occur, either (A), a Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default shall have occurred and be continuing or (B) sufficient cash amounts shall not have been made available to the Collateral Agent such that all amounts then required to be applied under Section 3.4 of the Collateral Agency Agreement in order to satisfy the amounts referred to in clauses (1) through (11) thereof, inclusive shall have been distributed as specified thereby; or (ii) on the Rent Payment Date which is not less than 25 days nor more than 60 days following the date of notice of Lessee's election to perform under this clause (ii), Lessee shall pay or cause to be paid to Lessor (or in the case of Supplemental Rent, to the Persons entitled thereto) in funds of the type specified in Section 3.5, (a) an amount equal to the Stipulated Loss Amount of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (b) all Basic Rent payable on such date in respect of such Unit (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss), (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and (d) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, but without withdrawal from any Reserve Account, Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant, it being understood that until such Stipulated Loss Amount and such other sums are paid, there shall be no abatement or reduction of Basic Rent on account of such Event of Loss.

Replacement or Payment upon Event of Loss. Upon the ----------------------------------------- occurrence of (a) an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 or (b) an election to replace pursuant to Section 8.1(b)) or 8.3, with respect to any Unit, Lessee shall as soon as reasonably practical and in any event within 60 days after a Responsible Officer of the Manager Lessee shall have actual knowledge of such occurrence or election give Lessor and the Indenture Trustee notice of such occurrence of such Event of Loss or election to replace give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, ) and then within the 60-day period following such initial notice, Lessee shall notice give Lessor and the Indenture Trustee a second notice as to which of the following options Lessee shall elect to perform (it being agreed that, except in the case of an election to replace pursuant to Section 8.1(b) (in which case Lessee will comply with the provisions of Section 8.1(b)), that if Lessee shall fail to give notice of such second noticeelection, Lessee shall be deemed to have elected to perform the option set forth in Section 11.2(ii)): (i) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in Section 8.1(b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before the 60th day following the date of notice of such second notice (Event of Loss or deemed Event of Loss pursuant to Section 9.1, or the date Lessee exercises an option to replace pursuant to Section 8.1(b) election)or Section 8.3, as the case may be, Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a replacement unit ("Replacement Unit") Unit to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of the same or newer model year (or otherwise approved by Lessor, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens of the type described in clause (ii) with respect to Permitted Subleasessublessees, and in clauses (iii), (iv), (vi) and (vii) of the definition thereof) and to have a fair market value, utility, residual valuecapacity, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease); provided that, if, at the time of such replacement, -------- only railcars (x) and of a newer model year or (y) with a greater fair market value (or a greater Fair Market Sales Value in the situation set forth in the next proviso) than the replaced Units are available as Replacement Units, Lessee shall convey such Replacement Unit to be Lessor as set forth above but Lessee may, at a later date, replace such Replacement Units with other Units that are closer in fair market value (or Fair Market Sales Value in the situation set forth in the next proviso) to the original replaced Units so long as of the date of conveyance) 20 then subject to a currently effective Permitted Sublease having a remaining term of such replacement does not less than one yearresult in any additional unindemnified tax liability; provided, provided further that, if only railcars such ---------------- replacement is performed (a) pursuant to Section 8.3 after the 180th day prior to the end of newer age the Lease Term of such Units or greater value are available for (b) with respect to 15 or more Units, each of such replacementReplacement Units must have, Lessee may on one occasion re-substitute in addition to the requirements set forth above, a railcar with a value closer to or Fair Market Sales Value at least equal to that of the Unit which originally suffered the Event of Loss or was so replaced (which re-substitution shall occur within twenty-four months assuming such Unit was in the condition required to be maintained by the terms of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurredLease); provided also further that, if Lessee ---------------- shall elect the option under this clause (i) within such period but shall fail to perform its obligation to effect such replacement under this clause paragraph (i) within the 60-day period hereinabove provided for, then (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b)) or Section 8.3) at the end of such 60-day period Lessee shall immediately give Lessor and the Indenture Trustee notice of such failure and specify that Lessee shall pay to Lessor on the next succeeding Rent Payment Date that is at least 25 days after the end of such 60-day period, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause paragraph (ii) below as of such next succeeding Rent Payment Date, and Lessee shall pay such amounts on such Rent Payment Date; provided further that Lessee ---------------- shall have no right to elect replacement or re-substitution under this clause clause (i) if, if at the time of the notice of the Event of Loss under Section 11.2 above a Material Default or at the time such replacement or resubstitution is to occur, either (A), a Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default shall have occurred and be continuing or (B) sufficient cash amounts shall not have been made available to the Collateral Agent such that all amounts then required to be applied under Section 3.4 of the Collateral Agency Agreement in order to satisfy the amounts referred to in clauses (1) through (11) thereof, inclusive shall have been distributed as specified therebycontinuing; or (ii) on the Rent Payment Date which is not less than 25 days nor more than 60 days following the date of notice of Lessee's election to perform under this clause (ii), Lessee shall pay or cause to be paid to Lessor (or in the case of Supplemental Rent, to the Persons entitled thereto) in funds of the type specified in Section 3.53.6, (a) an amount equal to the Stipulated Loss Amount Value of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (b) all Basic Rent payable on such date in respect of such Unit (exclusive of any Basic Rent first becoming due on such date in respect of date) [and an amount equal to the Unit or Units suffering the Event of LossAdjustment Amount (which amount, if negative, shall be a credit against amounts payable by Lessee pursuant to this Section 11.2(ii))], and (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and (d) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, but without withdrawal from any Reserve Account, Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participanthereunder, it being understood that until such Stipulated Loss Amount Value and such other sums are paid, there shall be no abatement or reduction of Basic Rent; provided that in the event at any time a Responsible Officer of Lessee shall -------- have actual knowledge of the occurrence or deemed occurrence of an Event of Loss with respect to an aggregate of 15 or more Units as to which Lessee would otherwise be obligated to make payment pursuant to the second proviso to paragraph (i) above or pursuant to paragraph (ii) above on a Rent Payment Date, then Lessee shall thereupon give Lessor and the Indenture Trustee notice that in lieu of making payments with respect to such Units as otherwise above provided on account a Rent Payment Date, Lessee will make a payment with respect to such Units on the next succeeding Determination Date which is at least 25 days after such notice, and on such Determination Date Lessee shall pay, in lieu of the amounts otherwise required to be paid in respect of such Event Units on a Rent Payment Date as provided above, (a) an amount equal to the Stipulated Loss Value of Losssuch Units determined as of such Determination Date, (b) if such Determination Date is also a Rent Payment Date, all Basic Rent payable on such date in respect of such Units (exclusive of any in advance Basic Rent due on such date) and (c) all other Rent then due and payable hereunder, it being understood that until such Stipulated Loss Value and other sums are paid, there shall be no abatement or reduction of Basic Rent.

Replacement or Payment upon Event of Loss. Upon Promptly, and in any event within ten (10) days of a Responsible Person becoming aware thereof, Borrower shall give the Administrator written notice of the occurrence of an Event of Loss or with respect to any Unit, and within thirty (30) days following the deemed occurrence delivery of an Event such notice, Borrower shall give the Administrator further notice of Loss pursuant to Section 9.1 or an its election to replace pursuant to Section 8.1(b), Lessee shall as soon as reasonably practical and in any event within 60 days after a Responsible Officer of the Manager shall have actual knowledge of the occurrence of such Event of Loss or election to replace give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, within the 60-day period following such initial notice, Lessee shall give Lessor and the Indenture Trustee a second notice as to which perform one of the following options Lessee shall elect to perform (it being agreed thatthat if Borrower shall not have given notice of such election within such thirty (30) day period, except in the case of an election to replace pursuant to Section 8.1(b) (in which case Lessee will comply with the provisions of Section 8.1(b)), if Lessee shall fail to give such second notice, Lessee Borrower shall be deemed to have elected to perform the option set forth in Section 11.2(iithe following paragraph (b)): (ia) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (So long as no Default or in the circumstances Event of an election described in Section 8.1(b) with respect to any Unit)Default shall have occurred and be continuing, as promptly as practicable following such electionpracticable, and in any event on or before the 60th Business Day on or immediately preceding the one hundred fiftieth (150th) day next following the date of such second notice notice, Borrower shall (or Section 8.1(bi) electionexecute, deliver, record and register, as appropriate, a supplement to the Collateral Documents, granting the Administrator a first priority perfected security interest in a Replacement Unit (as herein defined), Lessee whereupon the Administrator shall comply release its lien in the Unit that suffered the Event of Loss and (ii) deliver to the Administrator opinions of counsel with Section 11.4(b) and shall convey or cause respect to be conveyed to Lessor a replacement unit ("Replacement Unit") to be leased to Lessee hereunder, such Replacement Unit comparable to the opinions required in Section 2.8(k) and Section 4.16(b); provided that any such opinion comparable to the opinion required under Section 4.16(b) shall not be required to be delivered until the fortieth (40th) day following the effective date of the same car type such substitution. For purposes of this Section 4.5, a “Replacement Unit” is a locomotive that is the same or newer model year (or otherwise approved by Lessoras the Unit that suffered the Event of Loss, which approval shall not be unreasonably withheld), and is free and clear of all Liens (other than Permitted Liens of the type described in clause (ii) with respect to Permitted SubleasesLiens, and in clauses (iv) and (vii) of the definition thereof) and to have a fair market value, utility, residual value, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit was is in the condition required to be maintained by the terms of this Lease) and to be (as of the date of conveyance) 20 then subject to a currently effective Permitted Sublease having a remaining term of not less than one yearLoan Documents; provided, provided that, if only railcars of newer age or greater value are available for such replacement, Lessee may on one occasion re-substitute a railcar with a value closer to or equal to that of the Unit which originally suffered the Event of Loss or was replaced (which re-substitution Borrower shall occur within twenty-four months of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurred); provided also that, if Lessee shall elect the option under this clause (i) but shall fail to not perform its obligation to effect such replacement under this clause paragraph (ia) within during the 60-day period hereinabove of time provided forherein, then Borrower shall prepay the Note as provided in paragraph (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b)b) at the end of such 60-day period Lessee shall immediately give Lessor and the Indenture Trustee notice of such failure and specify that Lessee shall pay to Lessor on the next succeeding Rent Payment Date that is at least 25 days after the end of such 60-day period, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause (ii) below as of such next succeeding Rent Payment Date, and Lessee shall pay such amounts on such Rent Payment Date; provided further that Lessee shall have no right to elect replacement or re-substitution under this clause (i) if, at the time of the notice of the Event of Loss under Section 11.2 above or at the time such replacement or resubstitution is to occur, either (A), a Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default shall have occurred and be continuing or (B) sufficient cash amounts shall not have been made available to the Collateral Agent such that all amounts then required to be applied under Section 3.4 of the Collateral Agency Agreement in order to satisfy the amounts referred to in clauses (1) through (11) thereof, inclusive shall have been distributed as specified therebybelow; or (iib) On the Business Day on or immediately preceding the Rent Payment Date which is not less than 25 days nor more than 60 days thirtieth (30th) day next following the date of such notice of Lessee's election to perform under this clause (ii), Lessee shall pay or cause to be paid to Lessor (or in the case of Supplemental Rent, to the Persons entitled thereto) in funds of the type specified in Section 3.5, (a) an amount equal to the Stipulated Loss Amount of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (b) all Basic Rent payable on such date in respect of such Unit (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss), (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and (d) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, but without withdrawal from any Reserve Account, Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant, it being understood that until such Stipulated Loss Amount and such other sums are paid, there shall be no abatement or reduction of Basic Rent on account of such Event of LossLoss (or such later date as may be applicable in the event that the proviso in the last sentence of in the preceding clause (a) applies), Borrower shall prepay the Note as provided in Section 2.5.

Replacement or Payment upon Event of Loss. Upon the ----------------------------------------- occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 or an election to replace pursuant to Section 8.1(b)9.1, Lessee shall as soon as reasonably practical and in any event within 60 days after a Responsible Officer of the Manager shall have actual knowledge of the occurrence of such Event of Loss or election to replace give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, within the 60-day period following such initial notice, Lessee shall give Lessor and the Indenture Trustee a second notice as to which of the following options Lessee shall elect to perform (it being agreed that, except in the case of an election to replace pursuant to Section 8.1(b) (in which case Lessee will comply with the provisions of Section 8.1(b)), that if Lessee shall fail to give such second notice, Lessee shall be deemed to have elected to perform the option set forth in Section 11.2(ii)): (i) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in in Section 8.1(b8.1 (b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before the 60th day following such second notice (or Section 8.1(b) election), Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a replacement unit ("Replacement Unit") Unit to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of the same or newer model year (or otherwise approved by Lessor, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens of the type described in clause (ii) with respect to Permitted Subleasessublessees, and in clauses (iv) and (vii) of the definition thereof) and to have a fair market value, utility, capacity, residual value, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Lease) and to be (as of the date of conveyance) 20 then subject to a currently effective Permitted Sublease having a remaining term of not less than one year; provided, that, if only railcars of newer age or greater value are available for such replacement, Lessee may on one occasion re-substitute a railcar with a value closer to or equal to that of the Unit which originally suffered the Event of Loss or was replaced (which re-substitution shall occur within twenty-four months of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurred); provided also that, if Lessee shall elect the option under this clause (i) but shall fail to perform its obligation to effect such replacement under this clause (i) within the 60-day period hereinabove provided for, then (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b)) at the end of such 60-day period Lessee shall immediately give Lessor and the Indenture Trustee notice of such failure and specify that Lessee shall pay to Lessor on the next succeeding Rent Payment Date that is at least 25 days after the end of such 60-day period, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause (ii) below as of such next succeeding Rent Payment Date, and Lessee shall pay such amounts on such Rent Payment Date; provided further that Lessee shall have no right to elect replacement or re-substitution under this clause clause (i) if, at the time of the notice of the Event of Loss under Section 11.2 above or at the time such replacement or resubstitution is to occur, either (A)above, a Lease Default pursuant to Section Sections 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default shall have occurred and be continuing or (B) sufficient cash amounts continuing; and provided further that any replacement during a Renewal Term shall not have been made available be subject to the Collateral Agent such that all amounts then required to be applied under Section 3.4 of the Collateral Agency Agreement in order to satisfy the amounts referred to in clauses (1) through (11) thereof, inclusive shall have been distributed as specified therebya Permitted Sublease; or (ii) on the Rent Payment Date which is not less than 25 days nor more than 60 days following the date of notice of Lessee's election to perform under this clause (ii), Lessee shall pay or cause to be paid to Lessor (or in the case of Supplemental Rent, to the Persons entitled thereto) in funds of the type specified in Section 3.5, (a) an amount equal to the Stipulated Loss Amount Value of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (b) all Basic Rent payable on such date in respect of such Unit (exclusive of any in advance Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss), (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and any Accumulated Equity Deficiency Amount with respect to such Units, and (d) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, but without withdrawal from any Reserve Account, Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participanthereunder, it being understood that until such Stipulated Loss Amount Value and such other sums are paid, there shall be no abatement or reduction of Basic Rent on account of such Event of LossRent.