EQUIPMENT LEASE AGREEMENT (TRLI 2001-1C) Dated as of December 28, 2001 between TRLI 2001-1C RAILCAR STATUTORY TRUST, By: State Street Bank and Trust Company of Connecticut, National Association, not in its individual capacity except as expressly...

EXHIBIT 10.14.4

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EQUIPMENT LEASE AGREEMENT

(TRLI 2001-1C)

Dated as of December 28, 2001

between

TRLI 2001-1C RAILCAR STATUTORY TRUST,

By: State Street Bank and Trust Company of Connecticut, National Association,

not in its individual capacity except as

expressly provided herein but solely as Owner Trustee,

Lessor

and

TRINITY RAIL LEASING I L.P.,

Lessee

Tank Cars and Covered Xxxxxx Cars

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CERTAIN OF THE RIGHT, TITLE AND INTEREST OF LESSOR IN AND TO THIS LEASE, THE

EQUIPMENT COVERED HEREBY AND THE RENT DUE AND TO BECOME DUE HEREUNDER HAVE BEEN

ASSIGNED AS COLLATERAL SECURITY TO, AND ARE SUBJECT TO A SECURITY INTEREST IN

FAVOR OF, LASALLE BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT

SOLELY AS INDENTURE TRUSTEE UNDER A TRUST INDENTURE AND SECURITY AGREEMENT (TRLI

2001-1C), DATED AS OF DECEMBER 28, 2001 BETWEEN SAID INDENTURE TRUSTEE, AS

SECURED PARTY, AND LESSOR, AS DEBTOR. INFORMATION CONCERNING SUCH SECURITY

INTEREST MAY BE OBTAINED FROM THE INDENTURE TRUSTEE AT ITS ADDRESS SET FORTH IN

SECTION 20 OF THIS LEASE. SEE SECTION 25.2 FOR INFORMATION CONCERNING THE RIGHTS

OF THE ORIGINAL HOLDER AND HOLDERS OF, THE VARIOUS COUNTERPARTS HEREOF

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TABLE OF CONTENTS

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SECTION 1. Definitions

SECTION 2. Acceptance and Leasing of Equipment 1

SECTION 3. Term and Rent 1

Section 3.1 Lease Term 1

Section 3.2 Basic Rent 2

Section 3.3 Supplemental Rent 3

Section 3.4 Adjustment of Rent 3

Section 3.5 Manner of Payments 3

SECTION 4. Ownership and Marking of Equipment 4

Section 4.1 Retention of Title 4

Section 4.2 Duty to Number and Xxxx Equipment 4

Section 4.3 Prohibition Against Certain Designations 5

SECTION 5. Disclaimer of Warranties 6

Section 5.1 Disclaimer of Warranties 6

Section 5.2 Rights Under Existing Equipment Subleases 7

SECTION 6. Return of Equipment; Storage 7

Section 6.1 Return; Holdover Rent 7

Section 6.2 Condition of Equipment 10

SECTION 7. Liens 11

SECTION 8. Maintenance; Possession; Compliance with Laws 11

Section 8.1 Maintenance and Operation 11

Section 8.2 Possession and Use 13

Section 8.3 Sublease 13

SECTION 9. Modifications 16

Section 9.1 Required Modifications 16

Section 9.2 Optional Modifications 17

Section 9.3 Removal of Property; Replacements 17

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SECTION 10. Voluntary Termination 18

Section 10.1 Right of Termination 18

Section 10.2 Sale of Equipment 19

Section 10.3 Retention of Equipment by Lessor 21

Section 10.4 Termination of Lease 22

Section 10.5 Funding of Accounts on Termination 22

SECTION 11. Loss, Destruction Requisition, Etc 23

Section 11.1 Event of Loss 23

Section 11.2 Replacement or Payment upon Event of Loss 23

Section 11.3 Rent Termination 25

Section 11.4 Disposition of Equipment; Replacement of Xxxx 00

Xxxxxxx 00.0 Eminent Domain 28

SECTION 12. Insurance 28

Section 12.1 Insurance 28

Section 12.2 Physical Damage Insurance 30

Section 12.3 Public Liability Insurance 31

Section 12.4 Certificate of Insurance 32

Section 12.5 Additional Insurance 33

Section 12.6 Post-Lease Term Insurance 34

SECTION 13. Reports; Inspection 34

Section 13.1 Duty of Lessee to Furnish 34

Section 13.2 Lessor's Inspection Rights 35

SECTION 14. Lease Events of Default 35

SECTION 15. Remedies 39

Section 15.1 Remedies 39

Section 15.2 Cumulative Remedies 42

Section 15.3 No Waiver 43

Section 15.4 Notice of Lease Default 43

Section 15.5 Lessee's Duty to Return Equipment Upon Default 43

Section 15.6 Specific Performance; Lessor Appointed

Lessee's Agent 44

SECTION 16. Filings; Further Assurances 45

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Section 16.1 Filings 45

Section 16.2 Further Assurances 45

Section 16.3 Other Filings 46

Section 16.4 Expenses 46

SECTION 17. Lessor's Right to Perform 46

SECTION 18. Assignment 47

Section 18.1 Assignment by Lessor 47

Section 18.2 Assignment by Lessee 47

Section 18.3 Sublessee's or Others Performance and Rights 47

SECTION 19. Net Lease, Etc 48

SECTION 20. Notices 49

SECTION 21. Concerning the Indenture Trustee 51

Section 21.1 Limitation of the Indenture Trustee's

Liabilities 51

Section 21.2 Right, Title and Interest of the Indenture

Trustee Under Lease 51

SECTION 22. Purchase Options; Renewal Options 51

Section 22.1 Early Purchase Option 51

Section 22.2 Election to Retain or Return Equipment at

End of Basic or Renewal Term 54

Section 22.3 Purchase Option 54

Section 22.4 Renewal Option 55

Section 22.5 Rent Appraisal; Outside Renewal Date 56

Section 22.6 Stipulated Loss Amount and Termination Amount

During Renewal Term 57

Section 22.7 Deemed Renewals 57

Section 22.8 Funding of Accounts on Purchase 58

SECTION 23. Limitation of Lessor's Liability 58

SECTION 24. Investment of Security Funds 58

SECTION 25. Miscellaneous 59

iii

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Section 25.1 Governing Law; Severability 59

Section 25.2 Execution in Counterparts 59

Section 25.3 Headings and Table of Contents; Section

References 59

Section 25.4 Successors and Assigns 59

Section 25.5 True Lease 59

Section 25.6 Amendments and Waivers 60

Section 25.7 Survival 60

Section 25.8 Business Days 60

Section 25.9 Directly or Indirectly; Performance by Managers 61

Section 25.10 Incorporation by Reference 61

APPENDICES AND EXHIBITS

Exhibit A - Form of Lease Supplement

Exhibit B-1 - Form of Net Sublease

Exhibit B-2 - Form of Full Service Sublease

Appendix A - Definitions

EQUIPMENT LEASE AGREEMENT

(TRLI 2001-1C)

This Equipment Lease Agreement (TRLI 2001-1C), dated as of

December 28, 2001 (this "Lease"), is by and between TRLI 2001-1C Railcar

Statutory Trust, a Connecticut statutory trust, by State Street Bank and Trust

Company of Connecticut, National Association, not in its individual capacity

except as expressly provided herein, but solely as trustee under the Trust

Agreement, as Lessor, and Trinity Rail Leasing I L.P., a Texas limited

partnership, as Lessee.

In consideration of the mutual agreements herein contained and

other good and valuable consideration, receipt of which is hereby acknowledged,

the parties hereto agree as follows:

SECTION 1. Definitions.

Unless otherwise defined herein or required by the context, all

capitalized terms used herein shall have the respective meanings assigned to

such terms in Appendix A hereto for all purposes of this Lease.

SECTION 2. Acceptance and Leasing of Equipment.

Subject to Section 4 of the Participation Agreement, Lessor hereby

agrees to accept delivery of each Unit from Lessee and to lease such Unit to

Lessee hereunder, and Lessee hereby agrees, immediately following such

acceptance by Lessor, to lease from Lessor hereunder such Unit, such acceptance

by Lessor and lease by Lessee to be evidenced by the execution and delivery by

Lessee and Lessor of a Lease Supplement covering such Unit, all in accordance

with Section 2.3(b) of the Participation Agreement. Lessee hereby agrees that

its execution and delivery of a Lease Supplement covering any Unit shall,

without further act, irrevocably constitute acceptance by Lessee of such Unit

for all purposes of this Lease.

SECTION 3. Term and Rent.

Section 3.1. Lease Term. The basic term of this Lease (the "Basic

Term") shall commence on the Basic Term Commencement Date and, subject to

earlier termination pursuant to Section 10, 11, 15 or 22.1, shall expire at

11:59 p.m. (Chicago, Illinois time) on the Basic Term Expiration Date. Subject

and pursuant to Section 22.4, Lessee may elect one or more Renewal Terms and, as

provided in

Lease Agreement (TRLI 2001-1C)

Section 22.7 hereof, in certain circumstances a Renewal Term shall be deemed to

have occurred with respect to some or all of the Units.

Section 3.2 Basic Rent. Lessee hereby agrees to pay Lessor Basic

Rent for each Unit throughout the Basic Term applicable thereto in consecutive

monthly installments payable on each Rent Payment Date. Each such monthly

payment of Basic Rent shall be in an amount equal to the product of the

Equipment Cost for such Unit multiplied by the Basic Rent percentage set forth

opposite such Rent Payment Date on Schedule 3-A to the Participation Agreement

(as such Schedule 3-A shall be adjusted pursuant to Section 2.6 of the

Participation Agreement). Schedule 3-B to the Participation Agreement sets forth

the Basic Rent allocated for Federal income tax purposes to each lease period

and calendar year throughout the Basic Term and in addition, sets forth that for

certain months, amounts of Basic Rent shall be allocated to the following and/or

preceding calendar year. Schedule 3-B to the Participation Agreement also sets

forth the application of Basic Rent payments to the calendar year to which such

payments relate. It is the intention of Lessor and Lessee that the allocations

of Basic Rent set forth on Schedule 3-B to the Participation Agreement

constitute specific allocations of fixed rent within the meaning of Treas. Reg.

Section 1.467-1(c)(2)(ii). Stipulated Loss Amounts and Termination Amounts have

been calculated on the basis that (i) any Basic Rents actually due on the date

of such calculation shall not be paid and (ii) any Basic Rents scheduled to have

been paid prior to the date of such calculation are assumed to have been paid

and have been appropriately reflected in such calculations. Lessor and Lessee

agree to include in income and deduct the Basic Rents allocated to each lease

period and calendar year according to Schedule 3-B of the Participation

Agreement. In addition, Lessor and Lessee intend that under no circumstances are

any Basic Rents to be considered related to (i) any period after the calendar

year succeeding the calendar year in which such Basic Rents are payable or any

period before the calendar year preceding the calendar year in which such Basic

Rents are payable or (ii) the period beginning on the Closing Date and ending on

(but not including) March 28, 2002 (the "Basic Rent Holiday").

Notwithstanding anything to the contrary contained herein or in

the Participation Agreement, each installment of Basic Rent (both before and

after any adjustment pursuant to Section 2.6 of the Participation Agreement)

shall be, under any circumstances and in any event, in an amount at least

sufficient for Lessor to pay in full as of the due date of such installment, any

payment of principal of and interest

Lease Agreement (TRLI 2001-1C)

on the Equipment Notes required to be paid by Lessor pursuant to the Indenture

on such due date in accordance with the Scheduled Amortization.

Section 3.3 Supplemental Rent. Lessee also agrees to pay to

Lessor, or to whosoever shall be entitled thereto, any and all Supplemental

Rent, promptly as the same shall become due and owing, or where no due date is

specified, promptly after demand by the Person entitled thereto, and in the

event of any failure on the part of Lessee to pay any Supplemental Rent, Lessor

shall have all rights, powers and remedies provided for herein or by law or

equity or otherwise as in the case of nonpayment of Basic Rent. Lessee will also

pay, as Supplemental Rent, (i) on demand, to the extent permitted by applicable

law, an amount equal to Late Payment Interest on any part of any installment of

Basic Rent not paid when due for any period for which the same shall be overdue

and on any payment of Supplemental Rent not paid when due or promptly after

demanded for the period from such due date or demand date, as applicable, until

the same shall be paid and (ii) as and when due in accordance with the Trust

Indenture or the Participation Agreement, any Make-Whole Amount payable with

respect to any Equipment Note, including, without limitation, amounts of

Make-Whole Amount due in the case of the termination of this Lease with respect

to any Unit pursuant to Section 10, in the case of the purchase of any Unit (but

not in the case of a purchase of the Beneficial Interest or if the Equipment

Notes are assumed in accordance with the Operative Agreements) pursuant to

Section 22.1 or Section 6.9 of the Participation Agreement, and in the case of

any refinancing of the Equipment Notes pursuant to Section 10.2 of the

Participation Agreement. All Supplemental Rent to be paid pursuant to this

Section 3.3 shall be payable in the type of funds and in the manner set forth in

Section 3.5.

Section 3.4 Adjustment of Rent. Lessee and Lessor agree that the

Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values

and Termination Amount percentages and the Early Purchase Price shall be

adjusted to the extent provided in Section 2.6 of the Participation Agreement.

Section 3.5 Manner of Payments. All Rent (other than Supplemental

Rent payable to Persons other than Lessor, which shall be payable to such other

Persons in accordance with written instructions furnished to Lessee by such

Persons, as otherwise provided in any of the Operative Agreements or as required

by law) shall be paid by Lessee to Lessor at its office at 000 Xxxxxx Xxxxxx,

Xxxxxxx Square, Hartford, CT, 06103, Attention: Corporate Trust Administration,

provided, that so

Lease Agreement (TRLI 2001-1C)

long as the Indenture shall not have been discharged pursuant to the terms

thereof, Lessor hereby directs, and Lessee hereby agrees, that all Rent

(excluding Excepted Property) payable to Lessor shall be paid into the Payment

Account directly to the Indenture Trustee at the times and in funds of the type

specified in this Section 3.5 at the office of the Indenture Trustee at 000 X.

XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, ABA No. 000000000, Account No.

0000000, Ref: 608775318 TRLI, Attn: Xxxxxxxx Xxxxxxxx, Corporate Trust Services

Division, Trust TRLI 2001-1C, or at such other location in the United States of

America as the Indenture Trustee may otherwise direct. All Rent shall be paid by

Lessee to the recipient not later than 11:00 a.m. Chicago, Illinois time on the

date of such payment in funds consisting of lawful currency of the United States

of America, which shall be immediately available. Notwithstanding anything

contained in this Lease to the contrary, any amounts received pursuant to

distribution from any of the Accounts (as such term is defined in the Collateral

Agency Agreement) shall for all purposes hereof be deemed payment in

satisfaction of the related obligation hereunder to which such distribution

relates and any failure by Lessor, the Indenture Trustee or any Indemnified

Party to receive from the Collateral Agent the full amount of any such

distribution measured by reference to Basic Rent, Supplemental Rent or any

component thereof shall be deemed a failure by Lessee to pay such Basic Rent or

Supplemental Rent hereunder, as the case may be.

SECTION 4. Ownership and Marking of Equipment.

Section 4.1 Retention of Title. Lessor shall and hereby does

retain full legal title to and beneficial ownership of each Unit notwithstanding

the delivery to and possession and use of such Unit by Lessee hereunder or any

Sublessee under any sublease permitted hereby.

Section 4.2 Duty to Number and Xxxx Equipment. With respect to

the Units to be delivered on the Closing Date, Lessee represents that Manager

has caused, and as soon as practicable after the date on which a Lease

Supplement is executed and delivered in respect of a Replacement Unit pursuant

to Section 11.4(b), Lessee will cause, each Unit to be numbered with its

reporting xxxx shown on the Lease Supplement dated the date on which such Unit

was delivered and covering such Unit, and will from and after such date keep and

maintain, plainly, distinctly, permanently and conspicuously marked by a plate

or stencil printed in contrasting colors upon each side of each Unit, in letters

not less than one inch in height, a legend substantially as follows:

Lease Agreement (TRLI 2001-1C)

"OWNERSHIP SUBJECT TO A SECURITY AGREEMENT

FILED WITH THE SURFACE TRANSPORTATION BOARD"

with appropriate changes thereof and additions thereto as from time to time may

be required by law in order to protect Lessor's right, title and interest in and

to such Unit, its rights under this Lease and the rights of the Indenture

Trustee. Except as provided hereinabove, Lessee will not place any such Units in

operation or exercise any control or dominion over the same until the required

legend shall have been so marked on both sides thereof, and will replace

promptly any such word or words in such legend which may be removed, defaced,

obliterated or destroyed. In the event of a change in the reporting xxxx of any

Unit, within 60 days after a Responsible Officer of the Manager has received

notice of any such changed xxxx, a statement of the new reporting xxxx to be

substituted therefor shall be delivered by Lessee to Lessor and, so long as the

Indenture shall not have been discharged pursuant to its terms, to the Indenture

Trustee. As soon as practicable after the delivery of such statement a

supplement to this Lease and, if not so discharged, the Indenture, with respect

to such new reporting marks, shall be filed or recorded in all public offices

where this Lease and the Indenture shall have been filed or recorded and in such

other places, if any, where Lessor and, so long as the Indenture shall not have

been discharged pursuant to its terms, the Indenture Trustee may reasonably

request in order to protect, preserve and maintain its right, title and interest

in the Units. The costs and expenses of all such supplements, filings and

recordings shall be borne by Lessee.

Section 4.3 Prohibition Against Certain Designations. Except as

above provided, Lessee will not allow the name of any Person to be placed on any

Unit as a designation that might reasonably be interpreted as a claim of

ownership; provided, however, that, subject to the delivery of the statement of

new reporting marks specified in Section 4.2, Lessee may cause any Unit to be

lettered with the names or initials or other insignia customarily used by Lessee

or any Sublessee or any of their respective Affiliates on railroad equipment

used by it of the same or a similar type for convenience of identification of

the right of Lessee to use such Unit hereunder or any Sublessee to use such Unit

pursuant to a Permitted Sublease.

Lease Agreement (TRLI 2001-1C)

SECTION 5. Disclaimer of Warranties.

Section 5.1 Disclaimer of Warranties. Without waiving any claim

Lessee may have against any seller, supplier or manufacturer, LESSEE

ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND

MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT

EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii)

NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY

OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY

LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND

GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR

LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN

WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NEITHER LESSOR, AS

LESSOR OR IN ITS INDIVIDUAL CAPACITY, NOR OWNER PARTICIPANT MAKES NOR SHALL BE

DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS,

WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE,

CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION,

MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE

MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM

FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR

OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY

OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED

REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR

AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that

Lessor, in its individual capacity, represents and warrants that on the Closing

Date, Lessor shall have received whatever title to each Unit as was conveyed to

Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to

Lessor and provided that the foregoing disclaimer in clause (v) shall not extend

to Owner Participant's representation and warranty contained in Section 3.5(e)

of the Participation Agreement. Lessor hereby appoints and constitutes Lessee

its agent and attorney-in-fact during the Lease Term to assert and enforce,

Lease Agreement (TRLI 2001-1C)

from time to time, in the name and for the account of Lessor and Lessee, as

their interests may appear, but in all cases at the sole cost and expense of

Lessee, whatever claims and rights Lessor may have as owner of each Unit against

the manufacturers or any prior owner thereof; provided, however, that if at any

time a Lease Event of Default shall have occurred and be continuing, at Lessor's

option, such power of attorney shall terminate, and Lessor may assert and

enforce, at Lessee's sole cost and expense, such claims and rights. Lessee's

delivery of a Lease Supplement shall be conclusive evidence as between Lessee

and Lessor that all Units described therein are in all the foregoing respects

satisfactory to Lessee, and Lessee will not assert any claim of any nature

whatsoever against Lessor based on any of the foregoing matters.

Section 5.2 Rights Under Existing Equipment Subleases. Unless a

Lease Event of Default shall have occurred and be continuing under Section 14

and Lessor shall have given written notice to Lessee, Lessor agrees to make

available to Lessee such rights as Lessor may have, and Lessee shall be entitled

to exercise all rights of Lessor under, each Sublease.

SECTION 6. Return of Equipment; Storage.

Section 6.1 Return; Holdover Rent. (a) Not less than 180 days

prior to the end of the Basic Term or the end of any Renewal Term, if Lessee has

elected to return the Units under Section 22.2, Lessee will provide Lessor with

a list of not less than ten (10) alternative storage locations ("Storage

Locations") used for the storage of rolling stock within the Contiguous United

States sufficient to store the Units and the available storage capacities of

such locations. Unless Lessee shall have purchased the Units pursuant to Section

22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, not

less than 90 days prior to the end of the Lease Term, Lessor will give Lessee

irrevocable notice of its decision either to take possession of or store the

Units. If Lessor shall have decided to take possession of the Units, the terms

of Section 6.1(b) will apply. If Lessor shall have decided to store the Units,

the terms of Section 6.1(c) will apply.

(b) Unless Lessee shall have purchased the Units pursuant to

Section 22 of this Lease or pursuant to Section 6.9 of the Participation

Agreement, if Lessor shall have decided to take possession of the Units, Lessee

will, at its sole risk and expense, deliver possession of the Units at any

storage location, f.o.b. such location, (i) as may be agreed upon by Lessor and

Lessee in writing or (ii) in the absence of such agreement as Lessor may

reasonably select by written notice to

Lease Agreement (TRLI 2001-1C)

Lessee on or before the 90th day before the end of the Lease Term; provided,

that (x) with respect to all Units being so delivered, there shall be no more

than ten (10) locations (each of which shall be located within the Contiguous

United States and shall have adequate storage capacities) and (y) Lessor's

notice shall specify the total number and type of Units to be delivered to each

location.

to Section 22 of this Lease or pursuant to Section 6.9 of the Participation

Agreement, if Lessor shall have elected to store the Units upon the expiration

of the Lease Term with respect thereto, Lessee shall store the Units free of

charge and at the risk and expense of Lessee for a period (the "Storage Period")

beginning, for any particular Storage Location, on the expiration of the Lease

Term for such Units (the "Storage Period Commencement Date") and ending not more

than 60 days thereafter. On or before the 90th day before the end of the Lease

Term, Lessor shall provide Lessee with written notice designating its choices

from among the Storage Locations provided by Lessee pursuant to Section 6.1(a).

Any storage provided by Lessee during the Storage Period shall be at the sole

risk and expense of Lessee, and Lessee shall maintain the insurance required by

Section 12.1 with respect to all stored Units. During the Storage Period, Lessee

will permit Lessor or any Persons designated by it, including the authorized

representative or representatives of any prospective purchaser or user of such

Units, to restencil the marks on such Units and to inspect the same during

Lessee's normal business hours upon at least three Business Days' prior written

or telephonic notice; provided, however, that such inspection and restenciling

shall not interfere with the normal conduct of Lessee's business; and provided,

further, that (x) such inspection and restenciling shall be at such Person's own

risk and expense, (y) Lessee shall be indemnified by Lessor against any loss or

damage incurred by it in connection with any such inspection or restenciling by

such Person and (z) Lessee (except in the case of Lessee's gross negligence or

wilful misconduct) shall not be liable for any injury to, or the death of, any

person exercising, either on behalf of Lessor or any prospective purchaser or

user, the rights of inspection and restenciling granted pursuant hereto. Lessee

shall not be required to store any Unit after the Storage Period. If Lessee does

store any Unit after the expiration of the Storage Period, such storage shall be

at the sole risk and expense of Lessor.

(ii) Upon the request and direction of Lessor (and at

Lessor's sole risk and expense), on not more than one occasion with respect to

each stored Unit and upon not less than 15 days' prior written notice from

Lessor to Lessee, Lessee

Lease Agreement (TRLI 2001-1C)

will, on or before the expiration of the Storage Period, transport such Unit to

any railroad interchange point or points within the Contiguous United States on

any railroad lines or to any connecting carrier for shipment (with appropriate

instructions to cause such Unit to be transported to such locations in the

Contiguous United States as Lessor shall direct), whereupon Lessee shall have no

further liability or obligation with respect to such Unit.

(iii) Upon receipt of Lessor's written notice designating

its choices from among the alternative Storage Locations provided by Lessee

under Section 6.1(a), Lessee shall have the option to store such Units at such

Storage Locations as it shall choose in which case the Storage Period shall be

at the sole risk and expense of Lessee for a period of 60 days, during which

period Lessee shall be obligated to insure such Units as provided in Section 12.

Upon receipt of such notice, Lessee will promptly give notice to Lessor of the

locations at which Lessee will store such Units. If Lessee shall exercise such

option, Lessee shall on or before the expiration of the Storage Period transport

the Units to any railroad interchange point or points within the Contiguous

United States on any railroad lines or to any connecting carrier for shipment

(with appropriate instructions to cause such Units to be transported to such

locations (provided that such Units shall be transported to no more than ten

(10) locations, each having adequate storage capacity) designated by Lessor upon

not less than 15 days' prior written notice). The movement of any Unit from such

Unit's location as designated by Lessee pursuant to this Section 6.1(c)(iii) to

an interchange point thereafter designated by Lessor in accordance with the

foregoing sentence will be at the risk and expense of Lessor; provided, however,

that any incremental costs associated with movement from the storage facility

designated by Lessee pursuant to this clause (iii) over the costs that would be

incurred in movement from the storage facility designated by Lessor pursuant to

Section 6.1 (a) shall be for the account of Lessee. During any Storage Period,

Lessee shall store the Units in such manner as the Manager normally stores

similar units of railroad equipment owned or managed by it.

(d) Upon the latest of (i) expiration of the Lease Term with

respect to a Unit, (ii) tender of such Unit at the location determined in

accordance with Section 6.1(b) or, as applicable, the tender of such Unit for

storage in accordance with Section 6.1(c) and (iii) compliance by such Unit with

Section 6.2, this Lease and the obligation to pay Basic Rent for such Unit

accruing subsequent to the expiration of the Lease Term with respect to such

Unit shall terminate.

Lease Agreement (TRLI 2001-1C)

(e) In the event any Unit is not (i) returned to Lessor in

accordance with the provisions of Section 6.1(b) on the last day of the Lease

Term with respect thereto, or, if requested by Lessor pursuant to Section

6.1(c), delivered and stored on such last day of the Lease Term, and, in either

case, in the condition specified in Section 6.2 or (ii) deemed automatically

renewed in accordance with the provisions of Section 22.7, the Lease with

respect to such Unit shall continue in effect and Lessee shall pay to Lessor for

each such day from the scheduled expiration of the Lease Term with respect to

such Unit until the date on which such Unit is returned to Lessor in accordance

with the provisions of Section 6.1(b) and in the condition specified in Section

6.2, an amount equal to the daily equivalent of the average Basic Rent for the

Basic Term or the Renewal Term, as applicable, to such Unit. Notwithstanding the

foregoing, nothing in this Section 6.1(e) shall be construed as permitting or

authorizing Lessee to fail to meet, or be construed as Lessor consenting to or

waiving any failure by Lessee to perform, Lessee's obligation to return the

Units in accordance with the requirements of this Lease. Nothing herein shall be

in abrogation of Lessor's right to terminate this Lease under Section 15 as a

result of such failure or to have such Unit returned to it for possession or

storage.

Section 6.2 Condition of Equipment. Each Unit when returned to

Lessor pursuant to Section 6.1 shall be (i) capable of performing the functions

for which it was designed, with all loading and unloading components operating

in good working order with allowance for normal wear and tear, (ii) suitable for

continued commercial use in the commodity last carried immediately prior to such

return, (iii) suitable for use in interchange in accordance with then applicable

Federal regulations, the Field Manual of the AAR, the Interchange Rules and FRA

rules and regulations, (iv) in all material respects in the condition required

by Section 8.1, (v) in conformance with any requirement pertaining to warranties

of the manufacturer of the Units during the warranty period, (vi) empty, (vii)

unless industry custom or practice indicates to the contrary, steam cleaned or

otherwise cleaned in a comparable commercially acceptable manner and (viii) free

and clear of all Liens except Lessor's Liens. All logs, records, books and other

materials, or appropriate copies of any thereof, relating to the maintenance of

such Unit shall, upon Lessor's request, be delivered to Lessor or its designee

upon the return of such Unit. Lessor shall have the right to inspect any Unit

that is returned pursuant to Section 6.1 to ensure that such Unit is in

compliance with the conditions set forth in this Section 6.2, at Lessor's sole

cost, expense and risk (including, without limitation, the risk of personal

injury or death), by its authorized representatives, during Lessee's normal

business hours and upon reasonable prior notice to Lessee; provided, however,

that

Lease Agreement (TRLI 2001-1C)

Lessee shall not be liable for any injury to, or the death of, any Person

exercising, on behalf of Lessor, the rights of inspection granted under this

Section 6.2 unless caused by Lessee's gross negligence or wilful misconduct; and

further provided, that if such Unit is not in compliance with the conditions set

forth in this Section 6.2, then Lessee will (i) promptly take such steps as are

necessary to bring such Unit in compliance with the conditions set forth in this

Section 6.2 and (ii) pay the reasonable cost and expense of the original

inspection of such Unit and any reinspection of such Unit conducted by Lessor

required because of such non-compliance with Section 6.2. No inspection pursuant

to this Section 6.2 shall interfere with the normal conduct of Lessee's business

or the normal conduct of any Sublessee's business, and Lessee shall not be

required to undertake or incur any additional liabilities in connection

therewith. A Unit shall not be deemed to have been returned to Lessor for

purposes of this Lease unless and until it is in compliance with the conditions

set forth in this Section 6.2.

SECTION 7. Liens.

Lessee will not directly or indirectly create, incur, assume,

permit or suffer to exist any Lien on or with respect to any Unit or Lessee's

leasehold interest therein under this Lease, except Permitted Liens, Lessor's

Liens and Liens described in Section 6.4(a) and 6.4(b) of the Participation

Agreement. Lessee shall promptly, at its own expense, take such action or cause

such action to be taken as may be necessary to duly discharge (or bond to the

reasonable satisfaction of Lessor and Indenture Trustee) any such Lien not

excepted above if the same shall arise at any time.

SECTION 8. Maintenance; Possession; Compliance with Laws.

Section 8.1 Maintenance and Operation. (a) Lessee, at its own

cost and expense, shall maintain, repair and keep each Unit, or cause the

Manager under the Management Agreement to maintain, repair and keep each Unit,

(i) according to prudent industry practice and in all material respects, in good

working order, and in good physical condition for railcars of a similar age and

usage, normal wear and tear excepted, (ii) in a manner in all material respects

consistent with maintenance practices used by the Manager or, with respect to

any Equipment subject to an Existing Equipment Sublease that is a Net Sublease,

Lease Agreement (TRLI 2001-1C)

the applicable Sublessee, as applicable, in respect of railcars owned or managed

by the Manager or, with respect to any Equipment subject to an Existing

Equipment Sublease that is a Net Sublease, the applicable Sublessee, as

applicable, similar in type to such Unit, (iii) in accordance in all material

respects with all manufacturer's warranties in effect and in accordance with all

applicable provisions, if any, of insurance policies required to be maintained

pursuant to Section 12 and (iv) in compliance in all material respects with any

applicable laws and regulations from time to time in effect, including, without

limitation, the Field Manual of the AAR, FRA rules and regulations and

Interchange Rules as they apply to the maintenance and operation of the Units in

interchange regardless of upon whom such applicable laws and regulations are

nominally imposed; provided, however, that, so long as the Manager or, with

respect to any Equipment subject to an Existing Equipment Sublease, the

applicable Sublessee, as applicable, is similarly contesting such law or

regulation with respect to all other similar equipment owned or operated by

Manager or, with respect to any Equipment subject to an Existing Equipment

Sublease, the applicable Sublessee, as applicable, Lessee may, in good faith and

by appropriate proceedings diligently conducted, contest the validity or

application of any such standard, rule or regulation in any reasonable manner

which does not materially interfere with the use, possession, operation or

return of any of the Units or materially adversely affect the rights or

interests of Lessor and the Indenture Trustee in the Units or hereunder or

otherwise expose Lessor, the Indenture Trustee or any Participant to criminal

sanctions or release Lessee from the obligation to return the Units in

compliance with the provisions of Section 6.2; provided further, that Lessee

shall promptly notify Lessor and Indenture Trustee in reasonable detail of any

such contest. In no event shall Lessee discriminate in any material respect as

to the use or maintenance of any Unit (including the periodicity of maintenance

or recordkeeping in respect of such Unit) as compared to equipment of a similar

nature which the Manager owns or manages. Lessee will maintain in all material

respects all records, logs and other materials required by relevant industry

standards or any governmental authority having jurisdiction over the Units

required to be maintained in respect of any Unit, all as if Lessee were the

owner of such Units, regardless of whether any such requirements, by their

terms, are nominally imposed on Lessee, Lessor or Owner Participant.

(b) Without the written waiver or consent of Lessor (which

waiver or consent will not be unreasonably withheld), Lessee shall not change,

or permit any Sublessee to change, a DOT/AAR classification (as provided for in

49 C.F.R. Part 179 or any successor thereto), or permit any Sublessee to operate

any Unit under a different DOT/AAR classification, from that classification in

effect for such Unit on the Closing Date, except for any change in tank test

pressure rating provided such

Lease Agreement (TRLI 2001-1C)

change does not increase the pressure rating of the Unit above the tank test

pressure to which the Unit was manufactured; provided however, that in the event

Lessor shall not have provided Lessee with a written waiver or consent to such a

reclassification or operation of any Unit within 10 Business Days after receipt

of Lessee's written request therefor (or Lessor expressly rejects such a request

by Lessee), Lessee may elect to replace such Unit in accordance with and subject

to the provisions of Sections 11.2(i), 11.3 and 11.4.

Section 8.2 Possession and Use. Lessee shall be entitled to the

possession of the Units and to the use of the Units by it or any Affiliate in

the United States and, subject to the remaining provisions of this Section 8.2

and Section 8.3, Canada and Mexico, only in the manner for which it was designed

and intended and so as to subject it only to ordinary wear and tear. In no event

shall Lessee use, store or permit the use or storage of any Unit in any

jurisdiction not included in the insurance coverage required by Section 12. The

Units shall be used primarily on domestic routes in the United States, and in no

event shall more than forty percent (40%) of the Units and the Other Units (as

determined by mileage records and measured annually on a calendar year basis) be

used outside the Contiguous United States at the same time. Nothing in this

Section 8.2 shall be deemed to constitute permission by Lessor to any Person

that acquires possession of any Unit to take any action inconsistent with the

terms and provisions of this Lease or any of the other Operative Agreements.

Section 8.3 Sublease. Lessee shall be entitled, without the

prior approval of Lessor, to enter into a sublease, car contract or other

contract granting permission for the use of a Unit to:

(i) a railroad company or companies (that is not a Credit

Bankrupt, Trinity or any Affiliate of Trinity) organized under the laws of the

United States of America or any state thereof or the District of Columbia,

Canada or any province thereof, or Mexico or any state thereof, upon lines of

railroad owned or operated by such railroad company or companies or over which

such railroad company or companies have trackage rights or rights for operation

of their trains, and upon connecting and other carriers in the usual interchange

of traffic;

(ii) responsible companies (i.e., a company with which the

Manager would do business in the ordinary course of its business with respect to

railcars

Lease Agreement (TRLI 2001-1C)

which it owns or manages) (other than railroad companies, Trinity, Affiliates of

Trinity or Credit Bankrupts) for use in their business; or

(iii) wholly-owned Subsidiaries of Trinity organized under the

laws of (x) Canada or any political subdivision thereof (each a "Canadian

Affiliate") or (y) Mexico or any political subdivision thereof (each a "Mexican

Affiliate") (subleases to any of such sublessees referred to in clauses (i),

(ii) or (iii) of this Section 8.3 being herein referred to as "Permitted

Subleases");

provided, however, that Lessee shall not (A) sublease to a sublessee organized

under the laws of Mexico or any state thereof (a "Mexican Sublessee") if, after

giving effect to such sublease, the percentage of Units, Other Units and Pledged

Units in the aggregate (as measured by number of Units, Other Units and Pledged

Units and not mileage records) subleased to Mexican Sublessees exceeds the

lesser of (I) 7% (or, with Rating Agency Confirmation, 20%) of the Units, Other

Units and the Pledged Units in the aggregate, or (II) the percentage of railcars

leased or subleased to Mexican Sublessees in the Total Managed Fleet, and (B)

sublease more than 50 Units and Other Units to any single Mexican Sublessee

(other than (x) with Rating Agency Confirmation, to a Mexican Affiliate or (y) a

Mexican Sublessee (I) with a credit rating of at least BBB and Baa2 as

determined by S&P and Xxxxx'x, respectively (or, in the event that either S&P or

Xxxxx'x shall not or cease to provide a credit rating for such entity, a credit

rating of at least BBB or Baa2 by S&P or Xxxxx'x, as the case may be) or (II)

with a full, unconditional irrevocable guaranty from such Mexican Sublessee's

parent with a credit rating at least BBB and Baa2 as determined by S&P and

Xxxxx'x, respectively, or (III) with a letter of credit from a provider with a

credit rating at least A+ or A1 as determined by S&P and Xxxxx'x, respectively),

provided, further, that Lessee shall not at any time sublease more than 20% (or,

with Rating Agency Confirmation, 30%) of the Units and the Other Units (as

measured by number of Units and Other Units and not mileage records) in the

aggregate to Canadian Affiliates, provided, further, that any Unit subleased to

a Canadian Affiliate or a Mexican Affiliate shall be sub-subleased to Persons of

the type described in clause (i) or (ii) above pursuant to a sub-sublease

containing terms and conditions similar in all material respects to the

applicable sublease between Lessee and the applicable Canadian Affiliate or

Mexican Affiliate and, provided, further, that no sub-sublease may provide

greater rights to the sub-sublessee than those provided to the sublessee in the

related sublease.

Lease Agreement (TRLI 2001-1C)

Each Sublease (and to the extent permitted, sub-sublease) other

than Existing Equipment Subleases shall include appropriate provisions so that

such sublease (i) shall require the payment of rent (x) in dollars (y) at Fair

Market Rental Value and (z) not disproportionately in the earlier term of the

sublease compared to in the later term of the sublease; (ii) shall not permit

any sub-subleasing (or in the case of any sub-sublease, any subleasing), other

than (A) sub-subleases by Canadian Affiliates or Mexican Affiliates to Persons

of the type described in clauses (i) or (ii) of the immediately preceding

paragraph containing terms and conditions similar in all material respects to

the applicable sublease between Lessee and the applicable Canadian Affiliate or

Mexican Affiliate, (B) "single trip" subleases or (C) sub-subleases by Permitted

Sublessees so long as such sub-sublease is (X) of a term of not more than one

year, (Y) subject and subordinate to the Sublease and (Z) to a sub-sublessee and

on terms such that it would be a Permitted Sublease if it were entered into

directly by the Partnership and shall not permit any sub-sub-sub leasing, (iii)

provide that the rights of the Sublessee to offset or otherwise set-off against

amounts due to Lessee from any such Sublessee under the applicable Sublease be

limited to matters arising under the Sublease (except that the Sublessee may

offset or otherwise set off amounts due to the Marks Company Trustee under the

Sublease), (iv) without regard to the payment of Basic Rent or the Lease Term,

shall not include any term or provision which is inconsistent with the terms and

conditions of this Lease or which could reasonably be expected to result in

material adverse consequences to Lessor, any Participant or the Indenture

Trustee (it being agreed that a sublease substantially in the form attached as

Exhibit B-1 or Exhibit B-2 satisfies the provisions of this sentence) and (v)

does not have a term which extends three years beyond the later of (i) the Basic

Term Expiration Date or (ii) if applicable, the end of any Renewal Term then in

effect.

Lessee will use commercially reasonable efforts to have each

Sublease other than Existing Equipment Subleases (i) provide that such Sublease

and all rights of the Sublessee (and of any other person claiming or who may

hereafter claim under or through the Sublessee) under such Sublease, including

any purchase options of the Sublessee thereunder, be made subject and

subordinate to the terms of this Lease and (ii) be substantially in the form

attached as Exhibit B-1 or Exhibit B-2.

Notwithstanding the foregoing, in no event shall Lessee or any of

its Affiliates be required to take any action to perfect any security interest

which any Person may have in any Sublease, other than the filing of a UCC-1

Financing Statement against the Partnership in the jurisdiction in which the

Partnership's chief

Lease Agreement (TRLI 2001-1C)

executive office is located and in the Partnership's jurisdiction of formation

covering all Subleases generally.

No sublease entered into by Lessee hereunder shall relieve Lessee

of any liability or obligation hereunder, which shall be and remain those of a

principal and not a surety. Nothing in this Section 8.3 shall be deemed to

constitute permission to any Person in possession of any Unit pursuant to any

such sublease to take any action inconsistent with the terms and provisions of

this Lease or any of the other Operative Agreements. As used in this Section

8.3, "sublease" as a noun means a sublease, car contract or other contract

granting permission for the use of a Unit and "sublease" as a verb means to

enter into any of the foregoing.

SECTION 9. Modifications.

Section 9.1 Required Modifications. In the event a Required

Modification to a Unit is required, Lessee agrees to make such Required

Modification at its own expense; provided, however, that Lessee may, in good

faith and by appropriate proceedings diligently conducted, contest the validity

or application of any such law, regulation, requirement or rule in any

reasonable manner which does not materially interfere with the use, possession,

operation or return of any Unit or materially adversely affect the rights or

interests of Lessor or the Indenture Trustee in the Units or hereunder or

otherwise expose Lessor, the Indenture Trustee or any Participant to criminal

sanctions or relieve Lessee of the obligation to return the Units in compliance

with the provisions of Section 6.2; provided, further, that, with respect to a

Unit subject to a Full Service Sublease, the Manager, and with respect to a Unit

subject to a Net Sublease, the Sublessee, as applicable, is similarly contesting

such law, regulation, requirement or rule with respect to all other similar

equipment owned or operated by the Manager or the Sublessee, as applicable.

Title to any Required Modification shall immediately vest in Lessor.

Notwithstanding anything herein to the contrary, if Lessee, on a

non-discriminatory basis, determines in its reasonable judgment (as evidenced by

an Officer's Certificate of Lessee to such effect, confirmed by an Officer's

Certificate of the Manager) that any Required Modification to a Unit would be

economically impractical and the Manager certifies that it has made a similar

determination with respect to similar railcars in similar circumstances which

are part of the Manager's Fleet, in lieu of making the Required Modification as

provided above, Lessee may provide written notice of such determination to

Lessor in such Officer's Certificate and treat such Unit as if an Event of Loss

had occurred as of the date of such written notice with respect to such

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Unit and in such event the provisions of Sections 11.2(ii), 11.3 and 11.4 shall

apply with respect to such Unit except that the amount payable under Section

11.2(ii)(a) as a result of such determination shall be an amount equal to the

greater of the Fair Market Sales Value or Stipulated Loss Amount of such Unit;

provided that there shall also be included in such Officer's Certificate a

statement of how Lessee intends to meet the financial obligations imposed under

said Sections 11.2, 11.3 and 11.4 with respect to such Units.

Section 9.2 Optional Modifications. Lessee at any time may or may

permit a Sublessee to, in its discretion and at its own or such Sublessee's cost

and expense, modify, alter or improve any Unit in a manner which is not required

by Section 9.1 (a "Modification"); provided that no Modification shall diminish

the fair market value, utility, capacity, residual value or remaining economic

useful life of such Unit below the fair market value, utility, capacity,

residual value or remaining economic useful life thereof immediately prior to

such Modification, in more than a de minimis respect, assuming such Unit was

then at least in the condition required to be maintained by the terms of this

Lease. Title to any Non-Severable Modification shall be immediately vested in

Lessor. Title to any Severable Modification (other than Required Modifications)

shall remain with Lessee or the Sublessee as applicable. If Lessee shall at its

cost cause such Severable Modifications (other than Required Modifications) to

be made to any Unit, Lessor shall have the right, upon 90 days prior written

notice in the case of the return of such Unit pursuant to Section 6.1, to

purchase any such Severable Modifications (other than Severable Modifications

consisting of proprietary or communications equipment) title to which is held by

Lessee at their then Fair Market Sales Value (taking into account their actual

condition). If Lessor does not so elect to purchase such Severable

Modifications, Lessee may remove such Severable Modifications at Lessee's cost

and expense, and if requested (which request shall be made by not less than 90

days prior written notice in the case of a return other than pursuant to Section

15.6) by Lessor will so remove such Severable Modifications at Lessee's cost and

expense, and Lessee shall, at its expense, repair any damage resulting from the

removal of any such Severable Modifications in a manner consistent with Section

8.1. If Lessee has not removed any Severable Modification prior to the return of

the related Unit as provided herein, title to such Severable Modification shall

pass to Lessor as of the date of such return.

Section 9.3 Removal of Property; Replacements. Lessee may, in the

ordinary course of maintenance or repair of any Unit, remove any item of

property

Lease Agreement (TRLI 2001-1C)

constituting a part of such Unit, and unless the removal of such item is

required by Section 9.1 hereof, Lessee shall replace such item as promptly as

practicable by an item of property that is free and clear of all Liens (other

than Permitted Liens) and in as good operating condition as, and with a fair

market value, utility, capacity, residual value and remaining economic useful

life at least equal to, the item of property being replaced, assuming that such

replaced item was in the condition required to be maintained by the terms of

this Lease. Any item of property removed from such Unit in the ordinary course

of maintenance and repair as provided in the preceding sentence shall remain the

property of Lessor until replaced in accordance with the terms of such sentence,

but shall then, without further act, become the property of Lessee. Any

replacement property which is incorporated into a Unit in the ordinary course of

maintenance and repair shall, without further act, become the property of Lessor

and be deemed part of such Unit for all purposes hereof.

SECTION 10. Voluntary Termination.

Section 10.1 Right of Termination. Lessee shall have the right,

at its option at any time or from time to time during the Basic Term on or after

the seventh anniversary of the Basic Term Commencement Date (as defined under

the Lease Agreement TRLI 2001-1A) to terminate the Lease with respect to any or

all of the Units (provided that, if such termination is for less than all Units

in a Functional Group across the Partnership Fleet, Lessee shall exercise such

termination hereunder and under the comparable provisions contained in the Other

Leases (i) with respect to at least 50 railcars in the aggregate of the type

included in such Functional Group, (ii) no fewer than 25 railcars of the type

included in such Functional Group shall in the aggregate remain subject to this

Lease and the Other Leases, (iii) such termination shall be made hereunder and

under the Other Leases pro rata in accordance with the number of units in such

Functional Group subject to each such lease and (iv) the determination as to

which Units are subject to termination shall otherwise be made by Lessee on a

random basis without discrimination based on maintenance status, operating

condition of the Units in question or otherwise) (the "Terminated Units") if (x)

Lessee determines in good faith (as evidenced by a certified copy of a

resolution adopted by the General Partner's Board of Managers and a certificate

executed by the Chief Financial Officer of the General Partner and the Chief

Financial Officer of the Manager) that such Units have become obsolete or

surplus to Lessee's requirements, (y) Lessor has received an Officer's

Certificate from each of Lessee and the Manager to the effect that there has

been no discrimination in the selection of the Terminated Units when measured

against the other Units and the Manager's Fleet, and that,

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following the termination of this Lease with respect to the Terminated Units,

the Units remaining subject to this Lease will constitute a pool of Units which

is of a sufficient quantity and quality to sustain over the remaining Basic Term

the Coverage Ratios applicable at the time of such termination and (z) Lessee

delivers at least 120 days' prior notice to Lessor and the Indenture Trustee (i)

specifying a proposed date of termination for such Units (the "Termination

Date"), which date shall be a Rent Payment Date, any such termination to be

effective on the Termination Date upon Lessee's compliance with this Section 10,

and (ii) if some but less than all of the Units in a Functional Group are

designated as Terminated Units, describing in such Officer's Certificate the

nondiscriminatory manner in which Lessee proposes to determine which Units in

that Functional Group are to be Terminated Units. Notwithstanding anything

herein contained to the contrary, there shall be no determination that a Unit is

surplus or obsolete for purposes of this Lease if, on the Termination Date, such

Unit is subject to a Sublease. Except as expressly provided otherwise herein,

there will be no conditions to Lessee's right to terminate this Lease with

respect to the Terminated Units pursuant to this Section 10.1. So long as (a)

Lessor shall not have given Lessee a notice of election to retain the Terminated

Units in accordance with Section 10.3 or (b) notice of prepayment of the

Equipment Notes shall not have been given pursuant to Section 2.10 of the

Indenture, Lessee may withdraw the termination notice referred to above at any

time prior to the 60th day prior to the scheduled Termination Date, whereupon

this Lease shall continue in full force and effect; provided that Lessee may not

exercise its right to withdraw a termination notice more than once annually or

more than four times during the Basic Term (irrespective of which Units are

covered thereby). Lessee agrees that whether or not it withdraws a termination

notice it will reimburse Lessor, each Participant and the Indenture Trustee on

an After Tax Basis for all reasonable out-of-pocket costs and expenses

(including reasonable legal fees and expenses) incurred by any thereof in

connection with such termination or proposed termination.

Section 10.2 Sale of Equipment. During the period from the date

of such notice given pursuant to Section 10.1 to the Termination Date, Lessee,

as non-exclusive agent for Lessor and, except as provided in Section 10.3, at

Lessee's sole cost and expense, shall use reasonable best efforts to obtain bids

from Persons other than Lessee or Affiliates thereof for the cash purchase of

the Terminated Units, and Lessee shall promptly, and in any event at least five

Business Days prior to the proposed date of sale, certify to Lessor in writing

the amount and terms of each such bid, the proposed date of such sale and the

name and address of the party submitting such bid. Unless Lessor shall have

elected to retain the Terminated Units in

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accordance with Section 10.3, on the Termination Date: (i) Lessee shall deliver

the Terminated Units (excluding any optional Severable Modifications removed by

Lessee pursuant to Section 9.2) to the bidder (which shall not be Lessee or an

Affiliate of Lessee (for the avoidance of doubt the bidder may be a Customer, or

a customer of the Manager, and neither the Manager nor any Affiliate shall be

prohibited from managing the Units for such bidder after the purchase by such

bidder)), which shall have submitted the highest cash bid prior to such date (or

to such other bidder as Lessee and Lessor shall agree) and (ii) subject to the

prior or concurrent receipt (x) by Lessor of all amounts owing to Lessor

pursuant to the next sentence and (y) by the Persons entitled thereto of all

unpaid Supplemental Rent due on or before the Termination Date, Lessor shall,

without recourse or warranty (except as to the absence of any Lessor's Lien)

simultaneously therewith transfer all of its right, title and interest in and to

the Terminated Units to such bidder. The net proceeds of sale realized at such

sale shall be paid to and retained by Lessor and, in addition, on the

Termination Date, Lessee shall pay to Lessor (A) all Basic Rent with respect to

such Terminated Units due and payable prior to the Termination Date (exclusive

of any Basic Rent due on such date), (B) the excess, if any, of (1) the

Termination Amount for the Terminated Units computed as of the Termination Date

over (2) the net cash sales proceeds (after the deduction of all reasonable

costs and expenses (including any applicable sales, transfer or similar taxes)

of Lessor and Owner Participant in connection with such sale) of the Terminated

Units, (C) an amount equal to the Make-Whole Amount and any unpaid Late Payment

Premium in respect of the principal amount of the Equipment Notes to be prepaid

in accordance with Section 2.10(a) of the Indenture and (D) all other Rent

(exclusive of any Basic Rent due on such date) then due and payable hereunder

(which shall include, 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

all such Units, the sum of the Accumulated Equity Deficiency Amount and Late

Payment Interest related thereto and any other amounts then due to Owner

Participant. If no sale shall have occurred, whether as a result of Lessee's

failure to pay all of the amounts hereinabove required or otherwise, this Lease

shall continue in full force and effect with respect to such Units and Lessee

agrees to reimburse Lessor, each Participant and the Indenture Trustee for all

reasonable costs and expenses (including reasonable legal fees and expenses)

incurred by any thereof in connection therewith; provided that if such sale

shall not

Lease Agreement (TRLI 2001-1C)

have occurred solely because of Lessee's failure to pay the amounts hereinabove

required, Lessee shall have no further right to terminate this Lease with

respect to such Units. Lessee, in acting as agent for Lessor, shall have no

liability to Lessor for failure to obtain the best price, shall act in its sole

discretion and shall be under no duty to solicit bids publicly or in any

particular market. Lessee's sole interest in acting as agent shall be to use its

reasonable best efforts to sell the Units at the highest price then obtainable

consistent with the terms of this Lease. Owner Participant shall have the right,

but not the obligation, to obtain bids either directly or through agents other

than Lessee.

Section 10.3 Retention of Equipment by Lessor. Notwithstanding

the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by

written notice to Lessee, not later than 60 days after receipt of Lessee's

notice of termination, not to sell the Terminated Units on the Termination Date,

whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same

manner and condition as if delivery were made to Lessor pursuant to Section

6.1(b) and Section 6.2, and shall extend storage rights to the same extent as

provided in Section 6.1(c), treating the Termination Date as the termination

date of the Lease Term with respect to the Terminated Units and (ii) pay to

Lessor, or to the Persons entitled thereto, all Basic Rent and all Supplemental

Rent due and owing on the Termination Date and unpaid (exclusive of any Basic

Rent due on such date in respect of the Terminated Units, but inclusive of any

Supplemental Rent measured by the Make-Whole Amount and any unpaid Late Payment

Interest in respect of the Terminated Units), 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 all such Units, the sum of the Accumulated Equity

Deficiency Amount and Late Payment Interest related thereto and any other

amounts then due to Owner Participant. On any Termination Date where Lessee is

required to make payments pursuant to the preceding sentence, Lessee shall pay

as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an

amount equal to the Basic Rent Adjustment (or the absolute value of the negative

Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement

for the relevant Rent Payment Date. If Lessor elects not to sell the Terminated

Units as provided in this Section 10.3, then Lessor shall pay, or cause to be

paid, to the Indenture Trustee an amount equal to the product obtained by

multiplying the unpaid principal amount of the Equipment Notes outstanding on

such date (after deducting therefrom the principal installment, if any, to be

paid on such date) by a fraction, the

Lease Agreement (TRLI 2001-1C)

numerator of which shall be the Equipment Cost of the Terminated Units and the

denominator of which shall be the aggregate Equipment Costs of all Units then

subject to this Lease. Upon payment by Lessor of the foregoing, Lessee shall pay

to Lessor an amount of rent equal to the Make-Whole Amount and any unpaid Late

Payment Interest in respect of the principal amount of the Equipment Notes to be

prepaid together with all Basic Rent (including Basic Rent due on the

Termination Date) and Supplemental Rent due and owing; provided that unless all

such amounts shall have been paid to the Indenture Trustee on the Termination

Date, this Lease shall continue in full force and effect. If after giving the

notice referred to above Lessor shall fail to pay the amounts required pursuant

to the third sentence of this Section 10.3 and as a result thereof this Lease

shall not be terminated with respect to the Terminated Units on a proposed

Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise

its election to retain such Terminated Units and (y) reimburse Lessee for any

reasonable out-of-pocket expenses (including reasonable legal fees and expenses)

incurred by it in attempting to sell the Terminated Units pursuant to Section

10.2 immediately prior to Lessor's exercise of such preemptive election, and

Lessee may at its option at any time thereafter prior to the immediately

following Rent Payment Date submit a new termination notice pursuant to Section

10.1 with respect to such Terminated Units specifying a proposed Termination

Date occurring on a Determination Date occurring not earlier than 25 days from

the date of such notice.

Section 10.4 Termination of Lease. In the event of either (x) any

such sale and receipt by Lessor and the Indenture Trustee of all of the amounts

provided in Section 10.2 in respect of the Terminated Units or (y) retention of

the Terminated Units and full performance by Lessor and Lessee of their

respective payment obligations in compliance with Section 10.3, and upon

compliance by Lessee with the other provisions of this Section 10, the

obligation of Lessee to pay Basic Rent hereunder for such Terminated Units shall

cease and the Lease Term for the Terminated Units shall end.

Section 10.5 Funding of Accounts on Termination. Lessee will not

exercise a termination option under this Section 10 with respect to all of the

Units unless either (a) the full amount required to fund the Post Lease Term

Reserve Account is (upon consummation of such purchase and distribution of all

amounts required to be distributed by the Collateral Agent under the Collateral

Agency Agreement) and will be then available to the Collateral Agent to fund

such Post

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Lease Term Reserve Account or (b) an indemnity pursuant to Section 3.13 of the

Collateral Agency Agreement has been provided.

SECTION 11. Loss, Destruction Requisition, Etc.

Section 11.1 Event of Loss. In the event that any Unit (i) shall

suffer damage or contamination which, in Lessee's reasonable judgment (as

evidenced by an Officer's Certificate of Lessee to such effect, confirmed by an

Officer's Certificate of the Manager), makes repair uneconomic or renders such

Unit unfit for commercial use, (ii) shall suffer destruction which constitutes a

total loss, or shall suffer theft or disappearance (after reasonable efforts by

Lessee to locate the same) for a period exceeding 6 months (or, if earlier, the

end of the Basic Term or Renewal Term then in effect), (iii) shall be

permanently returned to the manufacturer pursuant to any patent indemnity

provisions, (iv) shall have title thereto taken or appropriated by any

governmental authority, agency or instrumentality under the power of eminent

domain or otherwise or (v) shall be taken or requisitioned for use by any

governmental authority or any agency or instrumentality thereof under the power

of eminent domain or otherwise, and such taking or requisition is for a period

that exceeds the remaining Basic Term or any Renewal Term then in effect (unless

such taking or requisition is by any governmental authority, agency or

instrumentality of Mexico or any state thereof in which case such period shall

be the lesser of the period as aforesaid or 365 days) (any such occurrence being

hereinafter called an "Event of Loss"), Lessee, in accordance with the terms of

Section 11.2, shall promptly and fully inform Lessor and the Indenture Trustee

of such Event of Loss.

Section 11.2 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)):

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(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) 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 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

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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 11.3 Rent Termination. Upon the replacement of any Unit

or Units in compliance with Sections 11.2(i) and 11.4(b) (but only as to

replaced Units and not any Replacement Unit) or upon the payment of all sums

required to be paid pursuant to Section 11.2 in respect of any Unit or Units,

the Lease Term with respect to such Unit or Units and the obligation to pay

Basic Rent for such Unit or Units accruing subsequent to the date of payment of

Stipulated Loss Amount or date of conveyance of such Replacement Unit or Units

pursuant to Section 11.2 shall terminate; provided that Lessee shall be

obligated to pay all Rent in respect of such Unit or Units which is payable

under Section 11.2 with respect to such payment of

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Stipulated Loss Amount or such replacement of such Unit or Units and in respect

of all other Units then continuing to remain subject to this Lease.

Section 11.4 Disposition of Equipment; Replacement of Unit. (a)

Upon the payment of all sums required to be paid pursuant to Section 11.2 in

respect of any Unit or Units, Lessor will convey to Lessee or its designee all

right, title and interest of Lessor in and to such Unit or Units, "as is",

"where is", without recourse or warranty, except for a warranty as to the

absence of Lessor's Liens, and shall execute and deliver to Lessee or its

designee, at Lessee's cost and expense, such bills of sale and other documents

and instruments as Lessee or its designee may reasonably request to evidence

such conveyance. As to each separate Unit so disposed of, so long as no Lease

Event of Default shall have occurred and be continuing, Lessee or its designee

shall (subject to any insurer's right of subrogation, if any) be entitled to any

amounts arising from such disposition, plus any awards, insurance or other

proceeds and damages received by Lessee, Lessor or the Indenture Trustee by

reason of such Event of Loss up to the Stipulated Loss Amount attributable

thereto and any remainder shall be divided between Lessee and Lessor, as their

respective interests may appear.

(b) At the time of or prior to any replacement of any Unit or

Replacement Unit, Lessee, at its own expense, will (A) furnish Lessor with a

Xxxx of Sale with respect to the Replacement Unit substantially in the form

delivered pursuant to Section 4.1(g) of the Participation Agreement, (B) cause a

Lease Supplement substantially in the form of Exhibit A hereto, subjecting such

Replacement Unit to this Lease, and duly executed by Lessee, to be delivered to

Lessor for execution by the appropriate parties, it being understood that upon

such execution (x) Lessee will cause such Lease Supplement to be filed for

recordation in the same manner as provided for the original Lease Supplement in

Section 16.1 and (y) to the extent that the Indenture has not been satisfied and

discharged, Lessor shall deliver possession of the "original" counterpart of

such Lease Supplement to the Indenture Trustee, (C) so long as the Indenture

shall not have been satisfied and discharged, cause an Indenture Supplement

substantially in the form of Exhibit A to the Indenture for such Replacement

Unit, to be delivered to Lessor and to the Indenture Trustee for execution and,

upon such execution, to be filed for recordation in the same manner and within

the same time periods as provided for the original Indenture Supplement in

Section 16.1, (D) furnish Lessor with an opinion of Lessee's counsel (which may

be the General Counsel or Assistant General Counsel of Trinity), (x) to the

effect that the Xxxx of Sale referred to in clause (A) above constitutes an

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effective instrument for the conveyance of title to the Replacement Unit to

Lessor, and that legal and beneficial title to the Replacement Unit has been

delivered to Lessor and (y) describing all filings and recordings required

pursuant to Section 16 with respect to the Replacement Units, (E) furnish to

Owner Participant (and its applicable Affiliates) an agreement of Lessee to

indemnify Owner Participant (and its applicable Affiliates) against any adverse

tax consequences suffered as a result of such replacement that are not otherwise

indemnified under the Tax Indemnity Agreement, (F) furnish Lessor with an

engineer's certificate (which may be from an employee of the Manager) certifying

as to the utility, condition, model year and remaining useful life required

under clause (i) of Section 11.2, (G) furnish to Lessor and the Indenture

Trustee an Officer's Certificate certifying that the Replacement Unit has a fair

market value, utility, residual value, model year and remaining economic useful

life and condition at least equal to the Unit being replaced and is 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), (H) furnish Lessor with an opinion from independent tax

counsel reasonably acceptable to Owner Participant to the effect that Owner

Participant should not suffer any adverse consequence as a result of such

replacement, (I) furnish Lessor with an opinion of independent transportation

counsel or in-house counsel for Manager as to the absence of Liens of record

with the STB and as to the completion of all necessary STB filings and deposits

with the Registrar General of Canada described in Section 16.1 hereof with

respect to such Replacement Unit and (J) furnish such other documents and

evidence as any Participant, Lessor or the Indenture Trustee, or their

respective counsel, may reasonably request in order to establish the

consummation of the transactions contemplated by this Section 11.4. For all

purposes hereof, (i) Lessee shall be deemed to have complied with the

requirements of this Section 11.4(b) as of the date of its delivery to Lessor,

the Participants and the Indenture Trustee of the documents and instruments

referred to in the foregoing clauses (A) through (J), signed by Lessee or its

counsel, as applicable, in due form for any required filing or recording, and

such filing or recording shall have been made if such documents and instruments

have been executed and delivered by Lessor or Indenture Trustee or both of them

in a timely manner, (ii) title to the Replacement Unit shall be deemed to have

been transferred to Lessor as of such date and (iii) upon such passage of title

thereto to Lessor the Replacement Unit shall be deemed part of the property

leased hereunder and the Replacement Unit shall be deemed a "Unit" as defined

herein. Upon such passage of title, Lessor will transfer to Lessee, "as is" and

"where is" and without recourse or warranty (except as to Lessor's Liens), all

Lessor's right, title and interest in and to the replaced Unit, and upon such

transfer, Lessor will request in

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writing that the Indenture Trustee execute and deliver to Lessee an appropriate

instrument releasing such replaced Unit from the lien of the Indenture. Lessee

shall pay all reasonable out-of-pocket costs and expenses (including reasonable

legal fees and expenses) incurred by Lessor, any Participant or the Indenture

Trustee in connection with any replacement pursuant to this Section 11.4. Lessee

further agrees that, upon receipt of fully signed counterparts of the Lease

Supplement and Indenture Supplement referred to in clauses (B) and, if

applicable, (C) of the first sentence of this Section 11.4(b), it will, at its

sole cost and expense, cause such documents to be filed or recorded in the

manner contemplated by Section 16.1.

Section 11.5 Eminent Domain. In the event that during the Lease

Term the use of any Unit is requisitioned or taken by any governmental authority

under the power of eminent domain or otherwise for a period which does not

constitute an Event of Loss, all of Lessee's obligations under the Operative

Agreements, including without limitation, Lessee's obligation to pay all

installments of Basic Rent, shall continue for the duration of such

requisitioning or taking. Any amount referred to in Section 11.4(a) or in

Section 12 which is payable to Lessor shall be deposited in the related

Non-Shared Payments Account established under the Collateral Agency Agreement.

SECTION 12. Insurance.

Section 12.1 Insurance. Lessee will at all times after delivery

and acceptance of each Unit, at its own expense, keep or cause the Insurance

Manager under the Insurance Agreement to keep such Unit insured with insurers of

recognized responsibility with a rating of at least A- by A.M. Best Company (or

a comparable rating by a nationally or internationally recognized rating group

of comparable stature) or by other insurers approved in writing by Lessor, which

approval shall not be unreasonably withheld, in amounts and against risks and

with deductibles and terms and conditions not less than the insurance, if any,

maintained by the Manager with respect to similar equipment which it owns or

leases, but in no event shall such coverage be for amounts or against risks less

than the prudent industry standard for companies engaged in leasing of railcars.

Without limiting the foregoing, Lessee will in any event:

(a) keep each Unit insured against physical damage (which may

be accomplished pursuant to a contingent physical damage policy) in an amount

not less than the Stipulated Loss Amount attributable thereto as shown on

Schedule 4 to

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the Participation Agreement, subject to an aggregate limit for all Units of not

less than $1,500,000 per occurrence, provided that such coverage may provide for

deductible amounts of not more than $50,000 per occurrence; and

(b) maintain public liability insurance naming Owner

Participant, Lessor, the Trust Company, the Indenture Trustee, the Collateral

Agent and Loan Participant as additional insureds (but only with respect to

liability arising out of or related to the Operative Agreements and the Units)

against bodily injury, death or property damage arising out of the use or

operation of the Units with general and excess liability limits of not less than

$100,000,000 per occurrence or in the aggregate, provided that such coverage may

provide for deductible amounts not exceeding the lesser of (w) $10,000,000 or

(x) the difference (not less than zero (0)) between (i) the level of the then

current deductible maintained by Manager for the Manager's Fleet (or if Manager,

its successors and assigns is no longer engaged in the railcar leasing business,

the average level of the then current deductible amounts maintained by the three

largest companies engaged in such business in the United States) and (ii) such

amount of additional coverage as may be obtained by Lessee in reduction of the

then current deductible maintained by Manager for an additional incremental

annual premium payable by Lessee in the aggregate in respect of the entire

Partnership Fleet of up to $100,000 as adjusted by the Inflation Factor;

provided, further, that such policies which are carried on a "claims made" basis

shall provide for a retroactive date not more recent than either (y) the Closing

Date, or (z) a date seven years prior to the effective date of the policy.

under this Section 12.1 may be part of a company-wide insurance program of the

Insurance Manager or its Affiliates, including risk-retention and

self-insurance. Any policy of insurance maintained in accordance with this

Section 12.1 and any policy purchased in substitution or replacement for any of

such policies shall provide that if any such insurance lapses or is cancelled or

terminated for any reason whatever (other than upon normal policy expiration),

Lessor, the Indenture Trustee, the Collateral Agent, Loan Participant and Owner

Participant shall receive 30 days' prior written notice of such lapse,

cancellation or termination.

(d) If Lessee or the Insurance Manager shall maintain any

liability coverages for the benefit of Lessee in excess of the coverages

required hereunder (whether or not such excess coverage complies with the

requirements under this Section 12), Lessee will cause all such coverages to

name Owner Participant, Lessor,

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the Trust Company, the Indenture Trustee and Loan Participant as additional

insureds (but only with respect to liability arising out of or related to the

Operative Agreements or the Units), provided, however, that, the requirements of

this Section 12 shall not otherwise apply to such coverages.

Section 12.2 Physical Damage Insurance. (a) The insurance

maintained pursuant to Section 12.1(a) shall provide that (i) so long as the

Equipment Notes remain outstanding, the proceeds up to the Stipulated Loss

Amount for any loss or damage to any Unit shall be paid to the Indenture Trustee

under a standard loss payable clause, and thereafter to Lessor and (ii) so long

as no Lease Event of Default shall have occurred and be continuing, Lessee will

be entitled, at its own expense, to make all proofs of loss and/or take all

other steps necessary to collect the proceeds of such insurance.

(b) In lieu of maintaining the physical damage insurance

required by Section 12.1(a), Lessee may self-insure with respect to the Units

for such amounts and against such risks as shall be consented to by Lessor and

the Indenture Trustee, which consent shall be based upon reasonable practices

then in effect in the railcar leasing and insurance industries and upon the

financial condition of Lessee taking into account Lessee's capital structure and

that Lessee is a special purpose corporation.

party payments for damages to any Unit received by Lessor or the Indenture

Trustee shall be held by such party until, with respect to such Unit, the

repairs referred to in clause (i) below are made as specified therein or payment

of the Stipulated Loss Amount is made, and such entire proceeds will be paid, so

long as no Lease Event of Default shall have occurred and be continuing, either:

(i) to Lessee promptly following receipt by the Indenture

Trustee or Lessor, as the case may be, of a written application signed

by Lessee for payment to Lessee for repairing or restoring the Units

which have been damaged so long as (1) Lessee shall have complied with

the applicable provisions of this Lease, and (2) Lessee shall have

certified that any damage to such Units shall have been fully repaired

or restored; or

(ii) if this Lease is terminated with respect to such

Unit because of an Event of Loss and Lessee has paid the Stipulated Loss

Amount

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and all other amounts due as a result thereof, such proceeds shall be

promptly paid over to, or retained by, Lessee.

Section 12.3 Public Liability Insurance. (a) The public liability

insurance referred to in paragraph 12.1(b) shall (i) provide that in as much as

such policies cover more than one insured, all terms, conditions, insuring

agreements and endorsements, with the exception of limits of liability,

deductibles or retentions and liability for premiums, commissions, assessments

or calls (which shall be solely a liability of Lessee), shall operate in the

same manner as if there were a separate policy or policies covering each

insured, (ii) waive any rights of subrogation of the insurers against Owner

Participant, Lessor, the Trust Company, the Indenture Trustee, and Loan

Participant (iii) provide that neither Owner Participant, Lessor, the Trust

Company, the Indenture Trustee nor Loan Participant shall have any

responsibility for any insurance premiums, whether for coverage before or after

cancellation or termination of any such policies as to Lessee and (iv) be

primary without contribution from any similar insurance maintained by Owner

Participant, Lessor, the Trust Company, the Indenture Trustee or Loan

Participant.

(b) Lessee shall use its reasonable efforts to obtain public

liability insurance policies which stipulate that coverage thereunder will not

be invalidated (as to Owner Participant, Loan Participant, Lessor, as Lessor of

the Units and in its individual capacity, and the Indenture Trustee) by any act

or neglect of Lessee, or any breach or violation by Lessee of any warranties,

declarations or conditions contained in such policies, but shall be under no

obligation to obtain such policies containing such stipulations if they are not

available to Lessee at commercially reasonable rates in the markets in which

Lessee has then placed its insurance program.

coverage thereunder which are required to be maintained under Section 12.1(b)

shall not be available to Lessee in the commercial insurance market on

commercially reasonable terms, Lessor shall not unreasonably withhold its

agreement to waive such requirement. Lessee shall make written request for any

such waiver in writing, accompanied by written reports prepared, at Lessee's

option, either by (i) one independent insurance advisor chosen by Lessee and

Lessor or (ii) three independent insurance advisors, one chosen by Lessor, one

chosen by Lessee and one chosen by the other two advisors (one of which may be

the regular insurance broker or brokers of Lessee). The fees and expenses of all

such advisors shall be paid by Lessee. The written reports required hereunder

shall (x) state that such insurance (or the required

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coverage thereunder) is not reasonably available to Lessee at commercially

reasonable premiums in the commercial insurance markets within which Lessee or

the Manager normally purchases its insurance from insurers, acceptable to

Lessee, with a Best's rating of A- or better for railcars of similar type and

capacity and (y) explain in detail the basis for such conclusions. Upon the

granting of any such waiver, Lessee shall within 15 days thereafter certify to

Lessor in writing the cost (on the basis of the Manager's Fleet) of liability

insurance premiums for the coverage required by Section 12.1 (b) for the

immediately preceding fiscal year; and in the event that any such certificate is

not received by Lessor within such 15-day period, any such waiver shall be

deemed revoked. At any time after the granting of such waiver, but not more

often than once a year, Lessor may make a written request for a supplemental

report (in form reasonably acceptable to Lessor) from such insurance advisor(s)

updating the prior report and reaffirming the conclusions set forth therein.

Lessee shall provide any such required supplemental report within 60 days after

receipt of the written request therefor. Any such waiver shall be effective for

only as long as such insurance is not reasonably available to Lessee in the

commercial markets in which Lessee normally purchases its insurance at

commercially reasonable rates, it being understood that the failure of Lessee to

furnish timely any such supplemental report shall be conclusive evidence that

such condition no longer exists. If such supplemental report shows that such

coverage is available, Lessee shall within 90 days of such report obtain such

insurance coverage. During any period with respect to which such waiver has been

granted and remains in effect under this Section 12.3(c), Lessee shall obtain

public liability insurance as set forth in Section 12.1(b) from such carriers,

in such amounts and with coverage limits and deductibles as may be reasonable in

its judgment under the circumstances, but in any event (i) no less than prudent

industry standards and (ii) in an amount that may be purchased for a premium

equal to 200% of Lessee's cost (on a fleet-wide basis) of public liability

insurance premiums for the coverage on a fleet-wide basis required by Section

12.1(b) for the final year immediately preceding the fiscal year in which such

waiver first was granted.

Section 12.4 Certificate of Insurance. (a) Lessee shall, prior

to the Closing Date and when the renewal certificate referred to below is sent

(but in any event not less than annually), furnish (or, in the case of (iii)

below, use reasonable efforts to furnish) Lessor, the Indenture Trustee, Owner

Participant and the Loan Participant with a certificate signed by the insurer or

an independent insurance broker (i) showing the insurance then maintained by

Lessee pursuant to Section 12.1, (ii) stating that, except as noted in such

certificate, such insurance complies with the

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requirements contained in Exhibit B-1 (as to public liability insurance) and/or

B-2 (as to physical/damage insurance) to the Participation Agreement, (iii)

stating that, except as noted in such certificate, such insurance complies with

the requirements contained in this Section 12 and (iv) to the extent that any

provision that Lessee is required to use reasonable efforts to obtain is not

contained in such insurance, such certificate shall so state and shall confirm

that, in such broker's opinion, such provision is not reasonably obtainable.

Lessor shall be entitled at its expense to review copies of all applicable

insurance policies. With respect to any renewal policy or policies, certificates

or binders evidencing such renewal shall be furnished as soon as practicable,

but in no event later than 30 days after the earlier of the date such renewal is

effected or the expiration date of the original policy or policies.

Simultaneously, with the furnishing of such certificate, Lessee will provide

appropriate evidence, reasonably satisfactory to Lessor and the Indenture

Trustee, that all premiums due on such insurance have been paid.

(b) Lessee agrees to use reasonable efforts to cause each of

its insurers to agree that, with respect to any policy of insurance maintained

pursuant to Section 12.1, such insurer will provide not less than 30 days' prior

written notice to Lessor, the Indenture Trustee, Loan Participant and Owner

Participant of any non-renewal or material adverse change with respect to such

policy. For purposes of this Section 12.4(b), "material adverse change" shall

mean a material adverse change in policy limits, exclusions or deductibles or

any material adverse change in policy coverage inconsistent with the

requirements of Section 12.1(b). If any of Lessee's insurers delivers such

notice of non-renewal, Owner Participant may attempt to obtain and provide

satisfactory insurance and Lessee shall reimburse Owner Participant for

reasonable and prudent expenses incurred (i) during the period 10 days prior to

expiration of existing insurance policies, for all Owner Participant's expenses

excluding broker fees and commissions and insurance premiums, and (ii) on and

after the expiration of existing insurance policies, for all Owner Participant's

expenses including broker fees and commissions and insurance premiums.

Section 12.5 Additional Insurance. In the event that Lessee shall

fail to maintain insurance as herein provided in Section 12.1 or, if applicable,

Section 12.3, Lessor may at its option, upon prior written notice to Lessee,

provide such insurance and, in such event, Lessee shall, upon demand from time

to time reimburse Lessor for the cost thereof together with interest from the

date of payment thereof at the Late Rate, on the amount of the cost to Lessor of

such insurance which Lessee shall have failed to maintain. If after Lessor has

provided such insurance, Lessee then obtains

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the coverage provided for in Section 12.1 which was replaced by the insurance

provided by Lessor, and Lessee provides Lessor with evidence of such coverage

reasonably satisfactory to Lessor, Lessor shall cancel the insurance it has

provided pursuant to the first sentence of this Section 12.5. In such event,

Lessee shall reimburse Lessor for all costs to Lessor of cancellation, including

without limitation any short rate penalty, together with interest from the date

of Lessor's payment thereof at the Late Rate. In addition, at any time Lessor

(either directly or in the name of Owner Participant) may at its own expense

carry insurance with respect to its interest in the Units, provided that such

insurance does not interfere with Lessee's ability to insure the Units as

required by this Section 12 or adversely affect Lessee's insurance or the cost

thereof, it being understood that all salvage rights to each Unit shall remain

with Lessee's insurers at all times. Any insurance payments received from

policies maintained by Lessor pursuant to the previous sentence shall be

retained by Lessor without reducing or otherwise affecting Lessee's obligations

hereunder, other than with respect to Unit(s) with respect to which such

payments have been made.

Section 12.6 Post-Lease Term Insurance. Lessee agrees that upon

the expiration or earlier termination of the Lease Term, Lessee will, with

respect to the public liability insurance otherwise required to be carried under

this Section 12, either: (A) purchase a seven year extended reporting period for

Owner Participant, Lessor and Owner Trustee, or (B) obtain the written agreement

of the Manager in form and substance satisfactory to Owner Participant to carry

or cause to be carried for such seven year period public liability insurance

which satisfies the requirements of this Section 12 and which names Owner

Participant, Lessor, the Collateral Agent and Owner Trustee as additional

insureds.

SECTION 13. Reports; Inspection.

Section 13.1 Duty of Lessee to Furnish. On or before April 30,

2002, and on or before each April 30 thereafter, Lessee will furnish (or cause

the Manager under the Management Agreement to furnish) to Lessor, Owner

Participant, Loan Participant, the Indenture Trustee and the Rating Agency an

accurate statement, as of the preceding December 31, (a) showing the amount,

description and reporting marks of the Units then leased hereunder, the amount,

description and reporting marks of all Units that may have suffered an Event of

Loss during the 12 months ending on such December 31 (or since the Closing Date,

in the case of the first such statement), and such other information regarding

the condition or repair of the Units as Lessor may

Lease Agreement (TRLI 2001-1C)

reasonably request, (b) stating that, in the case of all Units repainted during

the period covered by such statement, the markings required by Section 4.2

hereof shall have been preserved or replaced, (c) showing the percentage of use

in the United States and in each of Canada and Mexico based on the total mileage

traveled by all railcars in the Total Managed Fleet (or by the Units, if and to

the extent generally made available to the Manager in the ordinary course with

respect to railcars in general interchange service similar to the Units) for the

prior calendar year as reported to the Manager by railroads (provided, that

Lessee shall cooperate with Owner Participant and Lessor and shall provide such

additional information on such matters as Owner Participant or Lessor may

reasonably request to enable Owner Participant and Lessor to pursue or fulfill

their respective tax audit and tax litigation rights and obligations) and (d)

stating that Lessee is not aware of any condition of any Unit which would cause

such Unit not to comply in any material respect with the rules and regulations

of the FRA and the interchange rules of the Field Manual of the AAR as they

apply to the maintenance and operation of the Units in interchange and any other

requirements hereunder.

Section 13.2 Lessor's Inspection Rights. Lessor, Owner

Participant and the Indenture Trustee each shall have the right, but not the

obligation, at their respective sole cost and expense, unless a Lease Event of

Default shall have occurred and be continuing, by their respective authorized

representatives, to inspect the Units, all subleases thereof and Lessee's

records with respect thereto. All inspections shall be conducted during Lessee's

normal business hours, on the Manager's premises or in areas that are not the

premises of a Sublessee to which Lessee has reasonable access, and upon

reasonable prior notice to Lessee. Lessee shall not be liable for any injury to,

or the death of, any Person exercising, either on behalf of Lessor, Owner

Participant, the Indenture Trustee or any prospective user, the rights of

inspection granted under this Section 13.2 unless caused by Lessee's gross

negligence or wilful misconduct. Except following the occurrence and continuance

of a Lease Event of Default, no inspection pursuant to this Section 13.2 shall

interfere with the use, operation or maintenance of the Units or the ordinary

course of Lessee's or any Sublessee's business, and except as provided herein,

Lessee shall not be required to undertake or incur any additional liabilities in

connection therewith.

SECTION 14. Lease Events of Default.

The following events shall constitute Lease Events of Default

hereunder (whether any such event shall be voluntary or involuntary or come

about

Lease Agreement (TRLI 2001-1C)

or be effected by operation of law or pursuant to or in compliance with any

judgment, decree or order of any court or any order, rule or regulation of any

administrative or governmental body) and each such Lease Event of Default shall

be deemed to exist and continue so long as, but only as long as, it shall not

have been remedied:

(a) Lessee shall fail to (i) make or (ii) be deemed by virtue

of the last sentence of Section 3.5 hereof to have made any payment of Basic

Rent, Early Purchase Price, any other purchase price to be paid by Lessee for

any Units pursuant to this Lease or the Participation Agreement, Stipulated Loss

Amount or Termination Amount within 10 Business Days after the same shall have

become due; provided, however, that so long as any Equipment Notes remain

outstanding, failure to make (or be deemed to have made) any portion of Basic

Rent on any Rent Payment Date shall not be a Lease Event of Default so long as

the amounts applied under Section 3.4, clause (4), of the Collateral Agency

Agreement are sufficient to make the distributions required under such clause

(4) with respect to the obligations owed under this Lease; or

(b) Lessee shall fail to (i) make or (ii) be deemed by virtue

of payments made by the Collateral Agent to have made any payment of

Supplemental Rent; including indemnity or tax indemnity payments, but not

including Stipulated Loss Amount, Termination Amount, Early Purchase Price, or

any other purchase price to be paid by Lessee for any Units pursuant to this

Lease or the Participation Agreement after the same shall have become due and

such failure shall continue unremedied for 10 Business Days after receipt by

Lessee of written notice of such failure from Lessor, Owner Participant or the

Indenture Trustee; provided, however, that so long as any Equipment Notes remain

outstanding, failure to make (or be deemed to have made) payment of any of the

amounts referred to in or to be applied pursuant to clauses (5) through (14) of

Section 3.4 of the Collateral Agency Agreement shall not be a Lease Event of

Default; or

required by Section 12 or Section 6.4 of the Collateral Agency Agreement and

such failure shall not have been waived as provided for therein; or

(d) Lessee shall use or permit the use of the Units or the

Pledged Units or any portion thereof in a way which is not permitted by this

Lease (with respect to the Units) or the Collateral Agency Agreement (with

respect to the Pledged Units), provided that such unauthorized use shall not

constitute a Lease Event of

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Default for a period of 45 days after the occurrence thereof so long as (i)

such unauthorized use is not the result of any willful action of Lessee and

(ii) such unauthorized use is capable of being cured and Lessee diligently

pursues such cure throughout such 45-day period; or Lessee shall make or

permit any unauthorized assignment or transfer of this Lease in violation of

Section 18.2; or

(e) Lessee shall fail to observe or perform in any material respect

any of the covenants or agreements to be observed or performed by Lessee in

Section 6.2 or 6.3 of the Collateral Agency Agreement; or

(f) Any representation or warranty made by Lessee in any Lessee

Agreement or any representation or warranty made by TILC or TRMI in any

Operative Agreement to which any such Person is a party is untrue or incorrect

in any material respect as of the date of making thereof and such untruth or

incorrectness shall continue to be material and unremedied; provided that, if

such untruth or incorrectness is capable of being remedied, no such untruth or

incorrectness shall constitute a Lease Event of Default hereunder for a period

of 30 days after receipt of notice from Lessor, Owner Participant or the

Indenture Trustee so long as Lessee, TILC or TRMI, as the case may be, is

diligently proceeding to remedy such untruth or incorrectness and shall in

fact remedy such untruth or incorrectness within such period; provided that

such untrue or incorrect representation or warranty shall be deemed to be

remediable or remedied only after all adverse consequences thereof, if any,

can be and have been remedied as applicable; or

(g) Lessee or the General Partner shall (i) commence a voluntary

case or other proceeding seeking liquidation, reorganization or other relief

with respect to itself or its debts under any bankruptcy, insolvency or other

similar law now or hereafter in effect, or seeking the appointment of a

trustee, receiver, liquidator, custodian or other similar official of it or

any substantial part of its property, or (ii) consent to any such relief or to

the appointment of or taking possession by any such official in any voluntary

case or other proceeding commenced against it, or (iii) admit in writing its

inability to pay its debts generally as they come due, or (iv) make a general

assignment for the benefit of creditors, or (v) take any corporate action to

authorize any of the foregoing; or

(h) An involuntary case or other proceeding shall be commenced

against Lessee or the General Partner seeking liquidation, reorganization or

other relief with respect to it or its debts under any bankruptcy, insolvency

or other similar

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law now or hereafter in effect, or seeking the appointment of a trustee,

receiver, liquidator, custodian or other similar official of it or any

substantial part of its property, and such involuntary case or other

proceeding shall remain undismissed and unstayed for a period of 60 days; or

(i) Lessee shall fail to observe or perform any other of the

covenants or agreements to be observed or performed by Lessee under any Lessee

Agreement or any certificate and such failure shall continue unremedied for 30

days after notice from Lessor, Owner Participant or the Indenture Trustee to

Lessee, specifying the failure and demanding the same to be remedied; provided

that, if such failure is capable of being remedied, and the remedy requires an

action other than, or in addition to, the payment of money, no such failure

(other than one relating to the payment of such money) shall constitute a

Lease Event of Default hereunder for a period of 90 days after receipt of such

notice so long as Lessee is diligently proceeding to remedy such failure and

shall in fact remedy such failure within such period; or

(j) A Manager Default shall have occurred and be continuing under

the Management Agreement, and Lessee shall have failed to exercise its rights

under the Management Agreement in respect of such Manager Default for a period

of 30 days after receipt by Lessee of written notice from Lessor, Owner

Participant or the Indenture Trustee demanding that such action be taken; or

(k) An Insurance Manager Default shall have occurred and be

continuing under the Insurance Agreement, and Lessee shall have failed to

exercise its rights under the Insurance Agreement in respect of such Insurance

Manager Default for a period of 30 days after receipt by Lessee of written

notice from Lessor, Owner Participant or the Indenture Trustee demanding that

such action be taken;

(l) The Administrator shall have defaulted in any material respect

in the performance of any of its obligations under the Administrative Services

Agreement, and Lessee shall have failed to exercise its rights under the

Administrative Services Agreement in respect of such default for a period of

30 days after receipt by Lessee of written notice from Lessor, Owner

Participant or the Indenture Trustee , demanding that such action be taken; or

(m) A "Lease Event of Default" (as defined in the applicable Other

Lease) shall have occurred and be continuing with respect to any Other Lease.

Lease Agreement (TRLI2001-1C)

Notwithstanding anything to the contrary contained in this Lease, any

failure of Lessee to perform or observe any covenant or agreement herein shall

not constitute a Lease Event of Default if such failure is caused solely by

reason of an event which constitutes an "Event of Loss" so long as Lessee is

continuing to comply with the applicable terms of Section 11.

SECTION 15. Remedies.

Section 15.1 Remedies. Upon the occurrence of any Lease Event of

Default and at any time thereafter so long as the same shall be continuing,

Lessor may, at its option, declare this Lease to be in default by a written

notice to Lessee (except that this Lease shall, without any action on the part

of Lessor, be automatically deemed to have been declared in default upon the

occurrence of a Lease Event of Default described in Section 14(g) or (h)); and

at any time thereafter, unless Lessee shall have remedied all outstanding

Lease Events of Default prior to the commencement of the exercise by Lessor of

any of its remedies hereunder, Lessor may do one or more of the following as

lessor in its sole discretion shall elect, to the extent permitted by, and

subject to compliance with any mandatory requirements of, applicable law then

in effect:

(a) proceed by appropriate court action or actions, either at law

or in equity, to enforce performance by Lessee of the applicable covenants of

this Lease or to recover damages for the breach thereof;

(b) by notice in writing to Lessee, Lessor may demand that Lessee,

and Lessee shall, upon written demand of Lessor and at Lessee's expense (but

subject to the rights of any Sublessee which has been granted the right of

quiet enjoyment of the Unit by Lessee pursuant to a Sublease, so long as no

event of default by the Sublessee shall have occurred and be continuing under

the relevant Sublease), (i) forthwith return all or any part of the Units so

demanded to Lessor or its order in the manner and condition required by, and

otherwise in accordance with all of the provisions of, Section 15.5; or Lessor

with or without notice or judicial process may by its agents enter upon the

premises of Lessee or other premises where any of the Units may be located and

take possession of and remove all or any of the Units , and Lessor may use and

employ in connection with such removal any services, aids, equipment, trackage

and other facilities of Lessee as is reasonably required to remove such Units

and thenceforth hold, possess and enjoy the same free from any right of

Lease Agreement (TRLI2001-1C)

Lessee, or its successor or assigns, to use such Units for any purpose

whatever and (ii) with respect to any Unit which is then subject to a

Sublease, assign all of Lessee's right, title and interest in such Sublease to

Lessor;

sale in such manner as Lessor may determine, free and clear of any rights of

Lessee (but subject to the rights of any Sublessee which has been granted the

right of quiet enjoyment of the Unit by Lessee pursuant to a Sublease, so long

as no event of default by the Sublessee shall have occurred and be continuing

under the relevant Sublease) and without any duty to account to Lessee or any

Sublessee with respect to such sale or for the proceeds thereof (except to the

extent required by paragraph (f) below if Lessor elects to exercise its rights

under said paragraph), in which event Lessee's obligation to pay Basic Rent

with respect to such Unit hereunder due for any periods subsequent to the date

of such sale shall terminate (except to the extent that Basic Rent is to be

included in computations under paragraph (e) or (f) below if Lessor elects to

exercise its rights under either of said paragraphs);

(d) hold, keep idle or lease to others any Unit not then subject to

a Sublease as Lessor in its sole discretion may determine, free and clear of

any rights of Lessee and without any duty to account to Lessee or any

Sublessee with respect to such action or inaction or for any proceeds with

respect thereto, except that Lessee's obligation to pay Basic Rent with

respect to such Unit due for any periods subsequent to the date upon which

Lessee shall have been deprived of possession and use of such Unit pursuant to

this Section 15 shall be reduced by the net proceeds, if any, received by

Lessor from leasing such Unit to any Person other than Lessee;

(e) whether or not Lessor shall have exercised, or shall thereafter

at any time exercise, any of its rights under paragraph (a), (b), (c) or (d)

above with respect to any Unit, Lessor, by written notice to Lessee specifying

a payment date (which date shall be a Determination Date for the purposes of

computing Stipulated Loss Amount) which shall be not less than 10 days after

the date of such notice, may demand that Lessee pay to Lessor, and Lessee

shall pay to Lessor, on the payment date specified in such notice, as

liquidated damages for loss of a bargain and not as a penalty (in lieu of the

Basic Rent for such Unit due after the payment date specified in such notice),

all Rent, other than Stipulated Loss Amount and Termination Amount or amounts

calculated by reference thereto, due and payable, or accrued, in respect of

such Unit as of the payment date specified in such notice (exclusive of any

Basic Rent due on such date) plus whichever of the following amounts Lessor,

in its

Lease Agreement (TRLI2001-1C)

sole discretion, shall specify in such notice: (i) an amount with respect to

each such Unit which represents the excess of the present value, as of such

payment date, of all rentals for such Unit which would otherwise have accrued

hereunder from such payment date for the remainder of the Basic Term or any

Renewal Term then in effect over the then present value of the then Fair

Market Rental Value of such Unit (taking into account its actual condition)

for such period discounted from the end of such Term to such payment date,

such present value to be computed in each case using a per annum discount rate

equal to the Debt Rate, compounded monthly from the respective dates upon

which rentals would have been payable hereunder had this Lease not been

terminated; or (ii) an amount equal to the excess, if any, of the Stipulated

Loss Amount for such Unit computed as of the payment date specified in such

notice over the Fair Market Sales Value of such Unit (taking into account its

actual condition) as of the payment date specified in such notice; or (iii) if

Lessor shall not have sold such Unit pursuant to the exercise of its rights

under paragraph (c) above with respect to such Unit, an amount equal to the

higher of Stipulated Loss Amount for such Unit computed as of the payment date

specified in such notice or the Fair Market Sales Value of such Unit (assuming

it is in the condition required by this Lease) as of the payment date

specified in such notice; and upon payment by Lessee pursuant to said clause

(iii) of such Stipulated Loss Amount or Fair Market Sales Value, as the case

may be, any Late Payment Premium and of all other amounts (other than Basic

Rent due on such date) payable by Lessee under this Lease and under the other

Operative Agreements in respect of such Unit, Lessor shall transfer "as is"

and "where is" and without recourse or warranty all right, title and interest

of Lessor in and to such Unit to Lessee or as it may direct, and Lessor shall

execute and deliver such documents evidencing such transfer as Lessee shall

reasonably request;

(f) if Lessor shall have sold any Unit pursuant to paragraph (c)

above, Lessor, in lieu of exercising its rights under paragraph (e) above with

respect to such Unit may, if it shall so elect, demand that Lessee pay to

Lessor, and Lessee shall pay to Lessor, as liquidated damages for loss of a

bargain and not as a penalty (in lieu of the Basic Rent for such Unit due

subsequent to the Rent Payment Date next preceding such sale), any accrued and

unpaid Rent for such Unit as of the date of such sale (Basic Rent for this

purpose accruing at a per diem rate equal to the monthly amount due on the

next following Rent Payment Date divided by 30) (exclusive of any Basic Rent

due on such date), plus the amount, if any, by which the Stipulated Loss

Amount of such Unit computed as of the Rent Payment Date next preceding the

date of such sale or, if such sale occurs on a Rent Payment Date, then

computed as of such Rent Payment Date, plus the amount of any Late Payment

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Premium, exceeds the net proceeds of such sale (taking into account for this

purpose all costs and expenses, including legal fees and expenses, incurred by

Lessor in connection with such sale or otherwise exercising remedies

hereunder) plus interest on such excess from the date of such sale to the date

of payment at the Late Rate; and

(g) Lessor may terminate the leasing of any or all Units under this

Lease and/or any Sublease (except with respect to a Sublease which grants the

Sublessee thereunder the right of quiet enjoyment with respect to the Unit, so

long as no event of default by the Sublessee shall have occurred and be

continuing under the relevant Sublease) or may exercise any other right or

remedy that may be available to it under applicable law.

In addition, Lessee shall be liable, except as otherwise provided

above, for any and all unpaid Rent due hereunder before or during the exercise

of any of the foregoing remedies (including, without limitation, Late Payment

Interest, but exclusive of any Basic Rent due on such date), and for legal

fees and other costs and expenses incurred by reason of the occurrence of any

Lease Event of Default or the exercise of Lessor's remedies with respect

thereto, including without limitation the repayment in full of any costs and

expenses necessary to be expended in repairing any Unit in order to cause it

to be in compliance with all maintenance and regulatory standards imposed by

this Lease.

In the event Lessor terminates this Lease pursuant to any provision of

this Section 15.1, and the Stipulated Loss Amount is not payable, the amounts

otherwise payable by Lessee hereunder shall be increased by any positive

amount (as a payment for accrued but unpaid Basic Rent) of the Basic Rent

Adjustment set forth on Schedule 4-A of the Participation Agreement opposite

the relevant Rent Payment Date or decreased by the absolute value of any

negative amount (as a rebate of prepaid Basic Rent) of the Basic Rent

Adjustment set forth on Schedule 4-A of the Participation Agreement opposite

the relevant Rent Payment Date; provided, however, that to the extent that

such payment or refund does not precisely reflect the difference between Basic

Rent allocated and Basic Rent paid as of the date Basic Rent ceases to accrue,

the amounts due hereunder shall be further adjusted to ensure that the

aggregate amount of Basic Rent paid equals the aggregate amount of Basic Rent

allocated as of the date Basic Rent ceases to accrue.

Section 15.2 Cumulative Remedies. The remedies in this Lease

provided in favor of Lessor shall not be deemed exclusive, but shall be

cumulative

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and shall be in addition to all other remedies in its favor existing at law or

in equity. Lessee hereby waives any mandatory requirements of law, now or

hereafter in effect, which might limit or modify any of the remedies herein

provided, to the extent that such waiver is permitted by law. Except to the

extent provided in the operative agreements, Lessee hereby waives any and all

existing or future claims of any right to assert any offset or counterclaim

against the rent payments due hereunder, and agrees to make the rent payments

regardless of any offset or counterclaim or claim which may be asserted by

lessee on its behalf in connection with the lease of the Units. Lessee further

agrees that Lessee's obligations to pay all rent (including, without

limitation, all basic rent and supplemental rent) and its obligations to

maintain the Units pursuant to Section 8 hereof and to maintain the insurance

pursuant to Section 12 hereof shall constitute monetary obligations of lessee

for all purposes of section 365 of the bankruptcy code. To the extent

permitted by applicable law, Lessee hereby waives any rights now or hereafter

conferred by statute or otherwise that may require lessor to sell, lease or

otherwise use the units in mitigation of Lessor's damages as set forth in

Section 15.1 or that may otherwise limit or modify any of Lessor' rights and

remedies provided in this Section 15.

Section 15.3 No waiver. No delay or omission to exercise any right,

power or remedy accruing to Lessor upon any breach or default by Lessee under

this Lease shall impair any such right, power or remedy of Lessor, nor shall

any such delay or omission be construed as a waiver of any breach or default,

or of any similar breach or default hereafter occurring; nor shall any waiver

of a single breach or default be deemed a waiver of any subsequent breach or

default.

Section 15.4 Notice of Lease Default. Lessee agrees to furnish to

Lessor, owner participant and the indenture trustee, promptly upon any officer

acquiring actual knowledge of any condition which constituted or constitutes a

Lease Default under this Lease, written notice specifying such condition and

the nature and status thereof.

Section 15.5 Lessee's Duty to Return Equipment Upon Default. If

Lessor or any assignee of Lessor shall terminate this Lease pursuant to this

Section 15 and shall have provided to Lessee the written demand specified in

Section 15.1(b), Lessee shall forthwith deliver possession of the units not

then subject to a Sublease to Lessor (except where Lessor has received all

amounts payable by Lessee pursuant to any notice provided by Lessor under

Section 15.1(e)(iii)). For the purpose of delivering possession of any unit

not then subject to a Sublease to Lessor

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as above required, Lessee shall at its own cost, expense and risk (except as

hereinafter stated):

(a) forthwith place such Units upon such storage tracks of Lessee

or any of its Affiliates or, at the expense of Lessee, on any other storage

tracks, as Lessor may designate or, in the absence of such designation, as

Lessee may select;

(b) permit Lessor to store such Units on such tracks without charge

for insurance, rent or storage until such Units have been sold, leased or

otherwise disposed of by Lessor and during such period of storage Lessee shall

continue to maintain all insurance required by Section 12.1 hereof; and

any connection carrier for shipment, all as Lessor may direct in writing. All

such Units not then subject to a Sublease returned shall be in the condition

required by Section 6.2 hereof.

All amounts earned in respect of the Units after the date of

termination of this Lease pursuant to this Section 15, but not exceeding

amounts actually received therefor, shall be paid to Lessor or, so long as the

Indenture shall not have been discharged pursuant to its terms, the Indenture

Trustee, and, if received by Lessee, shall be promptly turned over to Lessor

or the Indenture Trustee as aforesaid. In the event any Unit not then subject

to a Sublease is not assembled, delivered and stored as hereinabove provided

within 15 days after the termination of the leasing of such Unit pursuant to

Section 15, Lessee shall, in addition, pay to Lessor or the Indenture Trustee

as aforesaid as liquidated damages and not as a penalty, for each day

thereafter an amount equal to the amount, if any, by which the daily

equivalent of the average Basic Rent for the term in effect immediately prior

to the expiration of the Lease for such Unit exceeds the amount, if any,

received by Lessor or the Indenture Trustee as aforesaid (either directly or

from Lessee) for such day for such Unit pursuant to the preceding sentence.

Section 15.6 Specific Performance; Lessor Appointed Lessee's Agent.

The assembling, delivery, storage and transporting of the Units not then

subject to a Sublease as provided in Section 15.5 are of the essence of this

Lease, and upon application to any court of equity having jurisdiction in the

premises, Lessor shall be entitled to a decree against Lessee requiring

specific performance of the covenants of Lessee so to assemble, deliver, store

and transport the Units not then subject to a

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Sublease. Without in any way limiting the obligation of Lessee under the

provisions of Section 15.5, Lessee hereby irrevocably appoints Lessor as the

agent and attorney of Lessee, with full power and authority, at any time while

Lessee is obligated to deliver possession of any Units not then subject to a

Sublease to Lessor pursuant to this Section 15, to demand and take possession

of such Unit in the name and on behalf of Lessee from whosoever shall be at

the time in possession of such Unit.

SECTION 16. Filings; Further Assurances.

Section 16.1 Filings. This Lease or a counterpart or copy hereof or

evidence hereof may be filed or recorded in any public office in the United

States as may be necessary or appropriate to protect the interest of Lessor,

Owner Participant or the Indenture Trustee herein or in the Units. On or prior

to the Closing Date Lessee will (i) cause each of (A) a memorandum of this

Lease and the Lease Supplements dated the Closing Date, (B) a memorandum of

the Indenture and the Indenture Supplements dated the Closing Date, (C) a

memorandum of the Collateral Agency Agreement, (D) the XXXX Xxxx of Sale, (E)

the Xxxx of Sale, (F) the TILC Assignment and (G) the Assignment (x) to be

duly filed and recorded with the STB in accordance with 49 U.S.C. Section

11301 and (y) to be deposited with the Registrar General of Canada pursuant to

Section 105 of the Canada Transportation Act (and all necessary actions shall

have been taken for publication of such deposit in the Canada Gazette in

accordance with said Section 105), (ii) cause precautionary UCC-1 financing

statements to be filed in appropriate jurisdictions as reasonably requested by

Lessor naming Lessor as "lessor" and Lessee as "lessee" of the Equipment and

(iii) will furnish Lessor, the Indenture Trustee and Owner Participant proof

thereof. Notwithstanding the foregoing, in no event shall Lessee or any of its

Affiliates be required to take any action to perfect any security interest

which any Person may have in any Sublease, other than the filing of a UCC-1

Financing Statement against the Partnership in the jurisdiction in which the

Partnership's chief executive office is located and in the Partnership's

jurisdiction of formation covering all Subleases generally.

Section 16.2 Further Assurances. Lessee will duly execute and

deliver to Lessor such further documents and assurances and take such further

action as Lessor may from time to time reasonably request or as may be

required by applicable law or regulation in order to effectively carry out the

intent and purpose of this Lease and to establish and protect the rights and

remedies created or intended to be created in favor of Lessor, the

Participants and the Indenture Trustee hereunder, including,

Lease Agreement (TRLI 2001-1C)

without limitation, the execution and delivery of supplements or amendments

hereto, in recordable form, subjecting to this Lease any Replacement Unit and

the recording or filing of counterparts hereof or thereof or Uniform

Commercial Code financing statements in accordance with the laws of such

jurisdiction as Lessor may from time to time deem advisable; provided, that in

no event shall Lessee or any of its Affiliates be required to take any action

to perfect any security interest which any Person may have in any Sublease,

other than the filing of a UCC-1 Financing Statement against the Partnership

in the jurisdiction in which the Partnership's chief executive office is

located and in the Partnership's jurisdiction of formation covering all

Subleases generally.

Section 16.3 Other Filings. If, at any time after the Closing Date

and during the Lease Term, Mexico, or one or more states in Mexico,

establishes a state or other system for filing and perfecting the ownership

and/or security interests of entities such as Lessor and/or the Indenture

Trustee, at the time that Lessee or the Manager takes such action with respect

to other equipment similar to the Units (whether owned or leased by Lessee)

and also upon the request of Lessor, any Participant, or the Indenture

Trustee, Lessee shall cause any and all of the Operative Agreements to be

recorded with or under such system and shall cause all other filings and

recordings and all such other action required under such system to be effected

and taken, in order to perfect and protect the respective right, title and

interests of Lessor, Owner Participant, Loan Participant and the Indenture

Trustee; provided, that in no event shall Lessee or any of its Affiliates be

required to take any action to perfect any security interest which any Person

may have in any Sublease.

Section 16.4 Expenses. Lessee will pay all costs, charges and

expenses (including reasonable attorneys fees) incident to any such filing,

refiling, recording and rerecording or depositing and re-depositing of any

such instruments or incident to the taking of such action.

SECTION 17. Lessor's Right to Perform.

If Lessee fails to make any payment required to be made by it hereunder

or fails to perform or comply with any of its other agreements contained

herein, Lessor may itself make such payment or perform or comply with such

agreement, after giving not less than five Business Days' prior notice thereof

to Lessee (except in the event that an Indenture Default resulting from a

Lease Default or a Lease Event of Default shall have occurred and be

continuing, in which event Lessor may effect

Lease Agreement (TRLI 2001-1C)

such payment, performance or compliance to the extent necessary to cure such

Indenture Default with notice given concurrently with such payment,

performance or compliance), but shall not be obligated hereunder to do so, and

the amount of such payment and of the reasonable expenses of Lessor incurred

in connection with such payment or the performance of or compliance with such

agreement, as the case may be, together with interest thereon at the Late Rate

from such date of payment, to the extent permitted by applicable law, shall be

deemed to be Supplemental Rent, payable by Lessee to Lessor on demand.

SECTION 18. Assignment.

Section 18.1 Assignment by Lessor. Lessee and Lessor hereby confirm

that concurrently with the execution and delivery of this Lease, Lessor has

executed and delivered to the Indenture Trustee the Indenture, which assigns

as collateral security and grants a security interest in favor of the

Indenture Trustee in, to and under this Lease and certain of the Rent payable

hereunder (excluding Excepted Property), all as more explicitly set forth in

the Indenture. Lessor agrees that it shall not otherwise assign or convey its

right, title and interest in and to this Lease or any Unit, except as

expressly permitted by and subject to the provisions of the Participation

Agreement, the Trust Agreement and the Indenture.

Section 18.2 Assignment by Lessee. Except in the case of any

requisition for use by any governmental authority or any agency or

instrumentality thereof referred to in Section 11.1, Lessee will not, except

as expressly permitted in the Operative Agreements, without the prior written

consent of Lessor and the Indenture Trustee, assign any of its rights

hereunder.

Section 18.3 Sublessee's or Others Performance and Rights. Any

obligation imposed on Lessee in this Lease shall require only that Lessee

perform or cause to be performed such obligation, even if stated herein as a

direct obligation, and the performance of any such obligation by the Manager

under the Management Agreement, the Insurance Manager under the Insurance

Agreement or any Sublessee under a Sublease then in effect and permitted by

the terms of this Lease shall constitute performance by Lessee and discharge

such obligation by Lessee. Except as otherwise expressly provided herein, any

right granted to Lessee in this Lease shall grant Lessee the right to (a)

exercise such right or permit such right to be exercised by the Manager or the

Insurance Manager or (b) in Lessee's capacity as sublessor pursuant to any

Permitted Sublease permit any Sublessee to exercise substantially

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equivalent rights under any such sublease as are granted to Lessee under this

Lease; provided, however, that Lessee's right to terminate this Lease pursuant

to Section 10 and Lessee's purchase and renewal options set forth in Section

22 may be exercised only by Lessee; provided, further, that nothing in this

Section 18.3 shall or shall be deemed to (i) create any privity of contract

between any such Sublessee, on the one hand, and any of Lessor, Owner

Participant or any subsequent transferee or Affiliate of any such Person, on

the other hand, (ii) create any duty or other liability of any nature

whatsoever on the part of any of Lessor, Owner Participant or any subsequent

transferee or Affiliate of any such Person, to any such Sublessee or any

Affiliate thereof or (iii) modify or waive any term or provision of Section

8.3 hereof, which Section 8.3 shall control if any conflict arises between any

of the provisions thereof and this Section 18.3. The inclusion of specific

references to obligations or rights of any such Sublessee in certain

provisions of this Lease shall not in any way prevent or diminish the

application of the provisions of the two sentences immediately preceding with

respect to obligations or rights in respect of which specific reference to any

such Sublessee has not been made in this Lease.

SECTION 19. Net Lease, Etc.

This Lease is a net lease and Lessee's obligation to pay all Rent

payable hereunder shall be absolute, unconditional and irrevocable and shall

not be affected by any circumstance of any character including, without

limitation, (i) any set-off, abatement, counterclaim, suspension, recoupment,

reduction, rescission, defense or other right that Lessee may have against

Lessor, Owner Participant, the Indenture Trustee or any holder of an Equipment

Note or Pass Through Certificate, any vendor or manufacturer of any Unit, or

any other Person for any reason whatsoever, (ii) any defect in or failure of

title, merchantability, condition, design, compliance with specifications,

operation or fitness for use of all or any part of any Unit, (iii) any damage

to, or removal, abandonment, requisition, taking, condemnation, loss, theft or

destruction of all or any part of any Unit or any interference, interruption,

restriction, curtailment or cessation in the use or possession of any Unit by

Lessee or any other Person for any reason whatsoever or of whatever duration,

(iv) any insolvency, bankruptcy, reorganization or similar proceeding by or

against Lessee, Lessor, Owner Participant, the Indenture Trustee, Loan

Participant, any holder of an Equipment Note or Pass Through Certificate or

any other Person, (v) the invalidity, illegality or unenforceability of this

Lease, any other Operative Agreement, or any other instrument referred to

herein or therein or any other infirmity herein or therein or any lack of

right, power or authority of Lessee, Lessor, Owner Participant, the

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Indenture Trustee, any holder of an Equipment Note or Pass Through Certificate

or any other Person to enter into this Lease or any other Operative Agreement

or to perform the obligations hereunder or thereunder or consummate the

transactions contemplated hereby or thereby or any doctrine of force majeure,

impossibility, frustration or failure of consideration, (vi) the breach or

failure of any warranty or representation made in this Lease or any other

Operative Agreement by Lessee, Lessor, Owner Participant, Loan Participant,

the Indenture Trustee, any holder of an Equipment Note or Pass Through

Certificate or any other Person, (vii) the requisitioning, seizure or other

taking of title to or use of such Unit by any government or governmental

authority or otherwise, whether or not by reason of any act or omission of

Lessor, Lessee or the Indenture Trustee, or any other deprivation or

limitation of use of such Unit in any respect or for any length of time,

whether or not resulting from accident and whether or not without fault on the

part of Lessee or (viii) any other circumstance or happening whatsoever,

whether or not similar to any of the foregoing. To the extent permitted by

applicable law, Lessee hereby waives any and all rights which it may now have

or which at any time hereafter may be conferred upon it, by statute or

otherwise, to terminate, cancel, quit or surrender this Lease with respect to

any Unit, except in accordance with the express terms hereof. If for any

reason whatsoever this Lease shall be terminated in whole or in part by

operation of law or otherwise, except as specifically provided herein, Lessee

nonetheless agrees, to the maximum extent permitted by law, to pay to Lessor

or to the Indenture Trustee, as the case may be, an amount equal to each

installment of Basic Rent and all Supplemental Rent due and owing, at the time

such payment would have become due and payable in accordance with the terms

hereof had this Lease not been terminated in whole or in part. Each payment of

Rent made by Lessee hereunder shall be final and Lessee shall not seek or have

any right to recover all or any part of such payment from Lessor or any Person

for any reason whatsoever. Nothing contained herein shall be construed to

waive any claim which Lessee might have under any of the Operative Agreements

or otherwise or to limit the right of Lessee to make any claim it might have

against Lessor or any other Person or to pursue such claim in such manner as

Lessee shall deem appropriate.

SECTION 20. Notices.

Unless otherwise expressly specified or permitted by the terms hereof,

all communications and notices provided for herein shall be in writing or by

facsimile capable of creating a written record, and any such notice shall

become effective (i) upon personal delivery thereof, including, without

limitation, by

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reputable overnight courier or (ii) in the case of notice by facsimile, upon

confirmation of receipt thereof, provided such transmission is promptly

further confirmed in writing by the method set forth in clause (i) addressed

to the following Person at its respective address set forth below or at such

other address as such Person may from time to time designate by written notice

to the other Persons listed below:

If to Lessor:. TRLI 2001-1C Railcar Statutory Trust

. c/o State Street Bank and Trust Company of

. Connecticut, National Association

. 000 Xxxxxx Xxxxxx

. Xxxxxxx Square

. Xxxxxxxx, XX 00000

. Attention: Corporate Trust Administration

. Fax No.: (000) 000-0000

. Confirmation No.: (000) 000-0000

. With copies to Owner Participant.

If to Owner Participant: Trimaran Leasing, L.P.

. c/o Xxxxxx Xxxxxx Capital Corporation

. 000 Xxxx Xxxxx Xxxx, Xxxxx 000

. Xxxxxxxx, XX 00000

Attention: Vice

President, Structured Finance

. Fax No.: (000) 000-0000

. Confirmation No.: (000) 000-0000

If to the Indenture Trustee: LaSalle Bank National Association

000 X. XxXxxxx Xxxxxx, Xxxxx 0000

. Xxxxxxx, XX 00000

Attention: Xxxxxxxx Xxxxxxxx

Fax No.: (000) 000-0000

Confirmation No.: (000) 000-0000

If to Lessee: . Trinity Rail Leasing I L.P.

. 0000 Xxxxxxxx Xxxxxxx

. Xxxxxx, XX 00000

. Attention: Vice President Leasing Operations

Lease Agreement (TRLI 2001-1C)

. Re: TRLI 2001-1C

. Fax No.: (000) 000-0000

. Confirmation

No.: (000) 000-0000

SECTION 21. Concerning the Indenture Trustee.

Section 21.1 Limitation of the Indenture Trustee's Liabilities.

Notwithstanding any provision to the contrary contained herein or in any of

the Operative Agreements, the Indenture Trustee's obligation to take or

refrain from taking any actions, or to use its discretion (including, but not

limited to, the giving or withholding of consent or approval and the exercise

of any rights or remedies under such Operative Agreements), and any liability

therefor, shall, in addition to any other limitations provided herein or in

the other Operative Agreements, be limited by the provisions of the Indenture,

including, but not limited to, Article VI thereof.

Section 21.2 Right, Title and Interest of the Indenture Trustee

Under Lease. It is understood and agreed that the right, title and interest of

the Indenture Trustee in, to and under this Lease and the Rent due and to

become due hereunder shall by the express terms granting and conveying the

same be subject to the interest of Lessee in and to the Units as created

pursuant to and governed by the terms of this Lease.

SECTION 22. Purchase Options; Renewal Options.

Section 22.1 Early Purchase Option. In addition to the option

granted Lessee pursuant to Section 6.9 of the Participation Agreement and

provided that Lessee shall have duly given the notice required by the next

succeeding sentence and the corresponding notices under the Other Leases and

shall concurrently purchase all (but not less than all) of the Other Units

then subject to the Other Leases, Lessee shall have the right and, upon the

giving of such notices, the obligation to purchase all (but not less than all)

of the Units leased hereunder (as specified in such notice) on the Early

Purchase Date for such Units at a price equal to the Early Purchase Price of

such Units plus the other amounts specified below. Lessee shall give Lessor

written notice not less than 90 days and not more than 180 days prior to the

Early Purchase Date of its election to exercise the purchase option provided

for in this Section 22.1, which notice shall be irrevocable. Payment of the

Early Purchase Price, together with (w) all unpaid Basic Rent therefor due and

payable, or accrued, prior to the Early Purchase Date, (x) any Make-Whole

Amount and Late Payment

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Interest with respect to the Equipment Notes then being prepaid, (y) the

Accumulated Equity Deficiency Amount (without duplication of amounts

calculated above) and any Late Payment Interest related thereto and (z) any

other Supplemental Rent due and owing by Lessee under the Operative Agreements

(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 the Units, the

sum of the Accumulated Equity Deficiency Amount and Late Payment Interest

related thereto and any other amounts then due to Owner Participant) shall be

made on the Early Purchase Date at the place of payment specified in Section

3.5 hereof in immediately available funds against delivery of a xxxx of sale

transferring and assigning to Lessee all right, title and interest of Lessor

in and to such Units on an "as-is" "where-is" basis and containing a warranty

as to the absence of Lessor's Liens. Lessor shall not be required to make any

other representation or warranty as to the condition of such Units or any

other matters, and may specifically disclaim any such representations or

warranties. The costs of preparing the xxxx of sale and all other

documentation relating to any purchase by Lessee pursuant to this Section 22.1

and the costs of all necessary filings relating to such purchase will be borne

by Lessee. In the event of any such purchase and receipt by Lessor of all of

the amounts provided in this Section 22.1, the obligation of Lessee to pay

Basic Rent hereunder shall cease and the Lease Term shall end.

If Lessee elects to exercise the purchase option provided for in this

Section 22.1, Lessee shall, as the purchase price therefor, in the sole

discretion of Lessee, either (i) pay the Early Purchase Price, together with

all other amounts due and owing by Lessee under the Operative Agreements, as

specified in the paragraph above or (ii) pay the difference between the amount

specified in clause (i) and the outstanding principal amount of the Equipment

Notes as of the Early Purchase Date and assume on a full recourse basis all of

the Owner Trustee's obligations under the Indenture in respect of the

indebtedness evidenced by such Equipment Notes related to such Units as

provided in Section 3.6 of the Indenture; provided, that, following such

assumption, the purchased Units shall remain subject to the Lien of a separate

indenture similar to the Indenture pursuant to Section 3.6 of the Indenture.

Lessee will make the payments required by foregoing clause (i) or assume the

indebtedness evidenced by the Equipment Notes as provided in foregoing clause

(ii) on the Early Purchase Date in immediately available funds against

delivery of a xxxx of sale transferring and assigning to Lessee all right,

title and interest of Lessor in and to the Units on an "as-is" "where-is"

basis and containing a warranty as to the absence of

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Lessor's Liens; provided, however, that Lessee shall have the option of

specifying in such notice under this Section 22.1 its election to defer

payment of a portion of the Early Purchase Price for such Units in four (4)

installments in the amounts and on the dates set forth on Schedule 6 to the

Participation Agreement so long as the portion of the Early Purchase Price

payable by Lessee on the Early Purchase Date in the event of any such election

by Lessee, under any circumstances and in any event, together with other

amounts of Supplemental Rent payable by Lessee on such date, will be at least

sufficient to pay in full, as of the date of payment thereof, the aggregate

unpaid principal and accrued interest of the Equipment Notes together with any

Make Whole Amount, Late Payment Interest and all other amounts owed to the

holders of the Equipment Notes under the Operative Agreements; and provided

further, that such deferred portion (i) may be prepaid by Lessee at any time

in whole and (ii) will be secured in favor of Lessor by a letter of credit by

a bank or financial institution acceptable to Owner Participant in its sole

discretion or if acceptable to Owner Participant in its sole discretion a

guaranty of Trinity in form and substance reasonably satisfactory to Lessor.

If Lessee shall fail to fulfill its obligations under this second paragraph of

Section 22.1, all of Lessee's obligations under this Lease and the Operative

Agreements, including, without limitation, Lessee's obligation to pay

installments of Rent, shall continue and Lessee shall be obligated to pay all

costs and expenses, including legal fees and expenses, incurred by Lessor,

Owner Participant and Indenture Trustee as a result of the notice given by

Lessee pursuant to this Section.

Listed on Schedule 6 to the Participation Agreement as the Basic Rent

Adjustment for the Early Purchase Date is the amount of Basic Rent that, as of

the Early Purchase Date, has been paid for periods after the Early Purchase

Date (based upon the assumption that all prior amounts of Basic Rent due have

been paid) or the amount of Basic Rent that, as of the Early Purchase Date, is

the amount of Basic Rent that has accrued but has not been paid for periods

prior to the Early Purchase Date. If Lessee exercises its Early Purchase

Option and the Basic Rent Adjustment is negative and Lessee pays all other

amounts due in relation to such exercise, then Lessee shall pay an amount

equal to the Early Purchase Price less the absolute value of the amount of

such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement

(as a rebate of such Basic Rent and not as a reduction in Early Purchase

Price). If Lessee exercises the Early Purchase Option and the Basic Rent

Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase

Price plus the Basic Rent Adjustment (as a payment of accrued, but unpaid

Basic Rent and not an increase in the Early Purchase Price). If Lessee

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elects to pay the Early Purchase Price in installments, then the amount of

Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement

shall increase or decrease, as the case may be, the amount of Early Purchase

Price payable by Lessee on the Early Purchase Date.

Notwithstanding the foregoing provisions of this Section 22.1 to the

contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the

Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this

Section 22.1 for a purchase price equal to the Beneficial Interest Purchase

Price and may keep this Lease (and the Equipment Notes) in place; provided,

that Lessee shall remain liable under this Lease to pay Basic Rent and all

other payments hereunder in full, provided, further, that such purchase shall

be made in all respects in accordance with Section 6.9 of the Participation

Agreement.

Section 22.2 Election to Retain or Return Equipment at End of Basic

or Renewal Term. Not less than 180 days and not more than 360 days prior to

the end of the Basic Term or any Renewal Term, Lessee shall give Lessor a

preliminary notice of its decision to return or retain the Units and the Other

Units subject to the Other Leases (it being understood that at the end of the

Basic Term or any Renewal Term Lessee must return all (and not less than all)

such Units and Other Units if it returns any, or retain all (and not less than

all) such Units and Other Units if it retains any) at the end of the Basic

Term or such Renewal Term and not less than 120 days prior to the end of the

Basic Term or the end of any Renewal Term, Lessee shall give Lessor

irrevocable written notice of its decision to return or retain the Units at

the end of the Basic Term or such Renewal Term and such corresponding notices

pursuant to the Other Leases. If Lessee elects to retain Units, Lessee shall

comply with Section 22.3 and/or 22.4 hereof, as it may elect in accordance

with the provisions thereof including the notice requirements stated therein.

If Lessee fails to give the 120 days' notice required by this Section 22.2 and

such corresponding notices pursuant to the Other Leases, or a subsequent

notice required by Section 22.3 or 22.4 and such corresponding notices

pursuant to the Other Leases, Lessee shall be deemed to have irrevocably

elected to return all of the Units at the end of the Basic Term or the

applicable Renewal Term, as the case may be, in accordance with Section 6.

Section 22.3 Purchase Option. Provided that Lessee shall have duly

given the notice required by Section 22.2 and by the next succeeding sentence

of this Section 22.3 and, in the case of a purchase, Lessee shall have given

the

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corresponding notices under the Other Leases and shall upon the purchase of

the Units hereunder concurrently purchase the Other Units under the Other

Leases, Lessee shall have the right and, upon the giving of such notice under

this Section 22.3, the obligation to purchase all of the Units at a price

equal to the Fair Market Sales Value of such Units, at the expiration of the

Basic Term, or, if a Renewal Term is then in effect, at the end of such

Renewal Term, plus all other amounts due and owing by Lessee under the

Operative Agreements, including, without limitation, Late Payment Interest and

any unpaid Rent (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 Basic Rent payments in respect of the

Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment

Interest related thereto and any other amounts then due to Owner Participant).

Lessee shall give Lessor written notice not less than 90 days and not more

than 360 days prior to the end of the Basic Term or any Renewal Term, as the

case may be, of its election to exercise the purchase option provided for in

this Section 22.3, which notice shall be irrevocable. Payment of the purchase

price, together with all other amounts due and owing by Lessee under the

Operative Agreements shall be made at the place of payment specified in

Section 3.5 hereof in immediately available funds against delivery of a xxxx

of sale transferring and assigning to Lessee all right, title and interest of

Lessor in and to such Units on an "as-is" "where-is" basis and containing a

warranty as to the absence of Lessor's Liens. Lessor shall not be required to

make any other representation or warranty as to the condition of such Units or

any other matters, and may specifically disclaim any such representations or

warranties.

Section 22.4 Renewal Option. Provided no Event of Default shall have

occurred and be continuing and Lessee shall have duly given the notice

required by Section 22.2, and the corresponding notices under the Other Leases

and shall upon the renewal of the Units hereunder concurrently renew the Other

Units under the Other Leases and Lessee has not exercised its option to

purchase the Units pursuant to Section 22.3, Lessee shall have the right and,

upon the giving of a notice under this Section 22.4 as below provided, the

obligation to lease pursuant to this Lease all (but not less than all) of the

Units at the expiration of the Basic Term or any applicable Renewal Term.

Lessee may exercise this renewal option by giving Lessor written notice not

less than 90 days and not more than 360 days prior to the end of the Basic

Term (or, in the circumstances described below the then Renewal Term) that

Lessee elects to renew this Lease with respect to all, but not less than all,

of the

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Units then leased hereunder at a rental payment calculated by reference to the

then fair market rental value (a "Fair Market Renewal") or a fixed rental (a

"Fixed Rate Renewal"). At Lessee's option, such renewal may, in the case of a

Fair Market Renewal, be for a renewal term of one or more years or, in the

case of a Fixed Rate Renewal, be for an initial renewal term of three years

(but not to extend beyond the Outside Renewal Date) and in connection with any

renewal term following the initial renewal term, a term of one year or more

expiring not later than the Outside Renewal Date, in each case as Lessee shall

specify in such notice, which notice shall be irrevocable. The Basic Rent for

each Unit during any Renewal Term (the "Renewal Rent") shall (a) in the case

of any Fixed Rate Renewal, be 1/12th of 100% of the average annual Basic Rent

allocated over the period from the end of the Basic Rent Holiday through the

Basic Term Expiration Date, payable monthly in arrears and (b) in the case of

any Fair Market Renewal, be 100% of the Fair Market Rental Value determined as

of the commencement of the applicable Renewal Term; provided, however, that in

the case of the first two years of the Fair Market Renewal period(s) that

immediately follow the Basic Term Expiration Date (whether under Section 22.4

or Section 6.1), be 105% of the Fair Market Rental Value determined as of the

commencement of the applicable Renewal Term; provided further, however, that

the preceding proviso shall not apply in the event that the Lessee provides

the Lessor, at the Lessee's sole cost and expense, with an opinion of

independent tax counsel selected by Lessor (which counsel shall be selected by

Lessor from among four nationally recognized law firms proposed by Lessee,

each of which must be experienced in leveraged leasing transactions similar to

the transactions contemplated herein) to the effect that applicable Treasury

Regulations (or other administrative pronouncements upon which taxpayers may

rely for Federal income tax purposes) will permit rent for such Renewal Term

at a rate equal to 100% of the fair market rent determined as of the time of

such Renewal Term without resulting in any adverse Federal income tax

consequences to the Owner Participant Parent (within the meaning of the Tax

Indemnity Agreement) under Code Section 467 or any successor provision

thereto. Each Renewal Term shall commence immediately upon the expiration of

the Basic Term or the preceding Renewal Term, as the case may be. Lessee shall

not be entitled to enter any Fixed Rate Renewal following the expiry of any

Fair Market Renewal.

Section 22.5 Rent Appraisal; Outside Renewal Date. Promptly

following Lessee's irrevocable written notice pursuant to Section 22.2 of its

election to retain the Units at the end of the Basic Term or any Renewal Term

(and, in any event, if it is anticipated that there will be any Extended Units

at the end of the Basic

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Term or such Renewal Term), Lessor and Lessee shall determine (a) if Lessee

shall have exercised a Fixed Rate Renewal, (i) the remaining useful life and

Fair Market Sales Value (based on the actual condition of a reasonable

sampling of such Units and determined pursuant to the appraisal procedure set

forth in the definition of Fair Market Sales Value) of the Units, and (ii) the

latest date such that (1) the period from the Closing Date to such date would

not exceed 80% of the useful life of any Unit (as determined in subclause (i)

above) from and after the Closing Date, and (2) the Fair Market Sales Value of

each Unit (determined without regard to inflation or deflation from the

Closing Date) on such date would not be less than 20% of the Equipment Cost of

such Unit (such date determined under this subclause (ii) shall thereafter be

the latest date to which this Lease may be renewed pursuant to a Fixed Rate

Renewal under Section 22.4 (the "Outside Renewal Date")), (b) if Lessee shall

have exercised the purchase option under Section 22.3(i) or any renewal option

under Section 22.4, the Fair Market Sales Value of the applicable Units as of

the end of the then existing Basic Term or Renewal Term, as applicable, in

each case assuming such Units are at least in the condition required by this

Lease, and (c) if Lessee shall have exercised a Fair Market Renewal (or if it

is anticipated that there will be any Extended Units at the end the Basic Term

or such Renewal Term), the Fair Market Rental Value of the applicable Units as

of the end of the then existing Basic Term or Renewal Term, as applicable, in

each case assuming such Units are at least in the condition required by this

Lease.

Section 22.6 Stipulated Loss Amount and Termination Amount During

Renewal Term. All of the provisions of this Lease, other than Section 10,

shall be applicable during any Renewal Term for such Units, except as

specified in the next sentence. During any Renewal Term, the Stipulated Loss

Amount and Termination Amount of any Unit shall be determined on the basis of

the Fair Market Sales Value of such Unit as of the first day of such Renewal

Term, reduced in equal monthly increments to the Fair Market Sales Value of

such Unit as of the last day of such Renewal Term; provided that in no event

during any Fixed Rate Renewal shall the Stipulated Loss Amount and Termination

Amount of any Unit be less than 20% of the Equipment Cost of such Unit.

Section 22.7 Deemed Renewals. If Lessee does not exercise its

purchase option under Section 22.3 or its renewal option under Section 22.4 at

the end of the Basic Term or any Renewal Term, then the Lease for any Unit

subject to a Sublease at the end of the Basic Term or such Renewal Term shall

be deemed automatically renewed for a Renewal Term expiring at the expiration

of such

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Sublease's term (but in no event later than three years following the expiry

of the Basic Term or such Renewal Term, as applicable) (such Unit, an

"Extended Unit"). The terms and conditions of any such deemed renewal of a

Unit under this Section 22.7 including rent shall otherwise be those generally

provided in Section 22.4 in respect of a Fair Market Renewal for the period

thereof (which shall be considered a Renewal Term).

Section 22.8 Funding of Accounts on Purchase. Lessee will not

exercise the purchase option under this Section 22 unless either (a) the full

amount required to fund the Post Lease Term Reserve Account is (upon

consummation of such purchase and distribution of all amounts required to be

distributed by the Collateral Agent under the Collateral Agency Agreement) and

will be then available to the Collateral Agent to fund such account or (b) an

indemnity pursuant to Section 3.13 of the Collateral Agency Agreement has been

provided.

SECTION 23. Limitation of Lessor's Liability.

It is expressly agreed and understood that all representations,

warranties and undertakings of Lessor hereunder (except as expressly provided

herein) shall be binding upon Lessor only in its capacity as Owner Trustee

under the Trust Agreement and in no case shall the Trust Company be personally

liable for or on account of any statements, representations, warranties,

covenants or obligations stated to be those of Lessor hereunder, except that

the Trust Company shall be personally liable for its gross negligence or

wilful misconduct and for its breach of its covenants, representations and

warranties contained herein to the extent covenanted or made in its individual

capacity.

SECTION 24. Investment of Security Funds.

Any moneys received by Lessor or the Indenture Trustee pursuant to

Section 12.2 which are required to be paid to Lessee after completion of

repairs to be made pursuant to Section 12.2 or pursuant to Section 11.4(a) or

11.5, as the case may be, shall be paid directly to the appropriate Non-Shared

Payments Account established under the Collateral Agency Agreement.

Lease Agreement (TRLI 2001-1C)

SECTION 25. Miscellaneous.

Section 25.1 Governing Law; Severability. THIS LEASE SHALL BE

GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE

STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN

SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). Whenever possible,

each provision of this Lease shall be interpreted in such manner as to be

effective and valid under applicable law, but if any provision of this Lease

shall be prohibited by or invalid under the laws of any jurisdiction, such

provision, as to such jurisdiction, shall be ineffective to the extent of such

prohibition or invalidity, without invalidating the remainder of such

provision or the remaining provisions of this Lease in any other jurisdiction.

Section 25.2 Execution in Counterparts. This Lease may be executed

in any number of counterparts, each executed counterpart constituting an

original and in each case such counterparts shall constitute but one and the

same instrument; provided, however, that to the extent that this Lease

constitutes chattel paper (as such term is defined in the Uniform Commercial

Code) no security interest in this Lease may be created through the transfer

or possession of any counterpart hereof other than the counterpart bearing the

receipt therefor executed by the Indenture Trustee on the signature page

hereof, which counterpart shall constitute the only "original" hereof for

purposes of the Uniform Commercial Code.

Section 25.3 Headings and Table of Contents; Section References. The

headings of the sections of this Lease and the Table of Contents are inserted

for purposes of convenience only and shall not be construed to affect the

meaning or construction of any of the provisions hereof. All references herein

to numbered sections, unless otherwise indicated, are to sections of this

Lease.

Section 25.4 Successors and Assigns. This Lease shall be binding

upon and shall inure to the benefit of, and shall be enforceable by, the

parties hereto and their respective permitted successors and permitted

assigns.

Section 25.5 True Lease. It is the intent of the parties to this

Lease that it will be a true lease and not a "conditional sale", that Lessor

shall at all times be considered to be the owner of each Unit which is the

subject of this Lease for the purposes of all federal, state, city and local

income taxes, that this Lease conveys to Lessee no right, title or interest in

any Unit except as lessee and that the Lease will be a finance lease under the

provisions of Article 2A of the New York Uniform

Lease Agreement (TRLI 2001-1C)

Commercial Code. Nothing contained in this Section 25.5 shall be construed to

limit Lessee's use or operation of any Unit or constitute a representation,

warranty or covenant by Lessee as to tax consequences.

The parties hereto hereby agree that Lessee's obligation to make

payments of the type described in the definition of "Excepted Property" is a

separate and independent obligation from its obligation to make other Rent

payments, and that Lessee's obligation to make payments of the type described

in the definition of "Excepted Property" may be independently enforced and may

be assigned, pledged or otherwise transferred separately from Lessee's

obligations to make other Rent payments. The obligation to make such payments

has been included herein for the convenience of the parties.

Section 25.6 Amendments and Waivers. No term, covenant, agreement or

condition of this Lease may be terminated, amended or compliance therewith

waived (either generally or in a particular instance, retroactively or

prospectively) except by an instrument or instruments in writing executed by

each party hereto and except as may be permitted by the terms of the

Indenture.

Section 25.7 Survival. All warranties, representations, indemnities

and covenants made by either party hereto, herein or in any certificate or

other instrument delivered by such party or on the behalf of any such party

under this Lease, shall be considered to have been relied upon by the other

party hereto and shall survive the consummation of the transactions

contemplated hereby on the Closing Date regardless of any investigation made

by either such party or on behalf of either such party, and to the extent

having accrued and not been paid or relating to or otherwise arising in

connection with the transactions contemplated by the Operative Agreements

during the Lease Term, shall survive the expiration or other termination of

this Lease or any other Operative Agreement.

Section 25.8 Business Days. If any payment is to be made hereunder

or any action is to be taken hereunder on any date that is not a Business Day,

such payment or action otherwise required to be made or taken on such date

shall be made or taken on the immediately succeeding Business Day with the

same force and effect as if made or taken on such scheduled date and as to any

payment (provided any such payment is made on such succeeding Business Day) no

interest shall accrue on the amount of such payment from and after such

scheduled date to the time of such payment on such next succeeding Business

Day.

Lease Agreement (TRLI 2001-1C)

Section 25.9 Directly or Indirectly; Performance by Managers. Where

any provision in this Lease refers to action to be taken by any Person, or

which such Person is prohibited from taking, such provision shall be

applicable whether such action is taken directly or indirectly by such Person.

In this regard, it is understood and agreed that Lessee has entered into the

Management Agreement with the Manager and the Insurance Agreement with the

Insurance Manager, under which agreements certain rights and obligations of

Lessee hereunder will be exercised and performed by such Persons on behalf of

Lessee. Lessee agrees to instruct the Manager and the Insurance Manager to

take such actions as shall be necessary or appropriate under such agreements

so that Lessee shall be in compliance in all material respects with its

obligations hereunder and under the other Operative Agreements.

Section 25.10 Incorporation by Reference. The payment obligations set

forth in Sections 7.1 and 7.2 of the Participation Agreement are hereby

incorporated by reference.

* * *

Lease Agreement (TRLI 2001-1C)

IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to

be duly executed and delivered on the day and year first above written.

Lessor:

TRLI 2001-1C RAILCAR STATUTORY TRUST,

By: State Street Bank and Trust Company of

Connecticut, National Association, not in its

individual capacity except as otherwise

expressly provided but solely as Owner Trustee

By: _________________________________

Name:_______________________________

Title:________________________________

Lessee:

TRINITY RAIL LEASING I L.P.

By TILX GP I, LLC,

its General Partner

By:________________________________

Name: Xxxx Xxxxxxxxx

Title: Vice President

Lease Agreement (TRLI 2001-1C)

Receipt of this original counterpart of the foregoing Lease is hereby

acknowledged on the ___ day of December, 2001.

LASALLE BANK NATIONAL ASSOCIATION,

Indenture Trustee

By: _________________________________

Name:

Title:

Lease Agreement (TRLI 2001-1C)

EXHIBIT A

LEASE SUPPLEMENT NO. _____

(TRLI 2001-1C)

This Lease Supplement No. ___, dated as of ____________, between TRLI

2001-1C Railcar Statutory Trust by State Street Bank and Trust Company of

Connecticut, National Association, not in its individual capacity but solely

as Owner Trustee under the Trust Agreement ("Lessor"), and Trinity Rail

Leasing I L.P., a Texas limited partnership ("Lessee");

Witnesseth:

Lessor and Lessee have heretofore entered into that certain Equipment

Lease Agreement (TRLI 2001-1C) dated as of December 28, 2001 (the "Lease").

The terms used herein are used with the meanings assigned to such terms in the

Lease.

The Lease provides for the execution and delivery of one or more Lease

Supplements substantially in the form hereof for, among other things, the

purpose of particularly describing all or a portion of the Units to be leased

to Lessee under the Lease.

Now, therefore, in consideration of the premises and other good and

sufficient consideration, and pursuant to Section 2 of the Lease, Lessor and

Lessee hereby agree as follows:

1. Lessor hereby delivers and leases to Lessee, and Lessee hereby

accepts and leases from Lessor, under the Lease as herein supplemented, the

Units described in Schedule 1 hereto.

2. All of the terms and provisions of the Lease are hereby

incorporated by reference in this Lease Supplement to the same extent as if

fully set forth herein.

3. To the extent that this Lease Supplement constitutes chattel

paper (as such term is defined in the Uniform Commercial Code) no security

interest in this Lease Supplement may be created through the transfer or

possession of any counterpart hereof other than the counterpart bearing the

receipt therefor executed by

Lease Agreement (TRLI 2001-1C)

the Indenture Trustee on the signature page hereof, which counterpart shall

constitute the only "original" hereof for purposes of the Uniform Commercial

Code.

4. THIS LEASE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND

INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT

REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW

YORK GENERAL OBLIGATIONS LAW).

5. This Lease Supplement may be executed in any number of

counterparts, each executed counterpart constituting an original but all

together constituting one and the same instrument.

* * *

A-2

Lease Agreement (TRLI 2001-1C)

IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Supplement

to be duly executed as of the day and year first above written and to be

delivered as of the date first above written.

Lessor:

TRLI 2001-1C RAILCAR STATUTORY TRUST,

By: State Street Bank and Trust Company of

Connecticut, National Association, not in its

individual capacity but solely as Owner Trustee

By:_________________________________

Name:_______________________________

Lessee:______________________________

TRINITY RAIL LEASING I L.P.

By TILX GP I, LLC, its

General Partner

By:______________________________

Name:____________________________

Title:___________________________

(1) Receipt of this original counterpart of the foregoing Lease

Supplement is hereby acknowledged on this ___ day of ____, 20___.

LASALLE BANK NATIONAL ASSOCIATION,

as Indenture Trustee

By:_________________________________

Name:_______________________________

Title:______________________________

--------

(1) This language contained in the original counterpart only.

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EQUIPMENT LEASE AGREEMENT (TRLI 2001-1C) Dated as of December 28, 2001 between TRLI 2001-1C RAILCAR STATUTORY TRUST, By: State Street Bank and Trust Company of Connecticut, National Association, not in its individual capacity except as expressly...

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