PARTICIPATION AGREEMENT (TRLI 2001-1B) Dated as of May 17, 2001 among TRINITY RAIL LEASING I L.P., as Lessee, TRINITY RAIL MANAGEMENT, INC., TRINITY INDUSTRIES LEASING COMPANY, as Manager, TRLI 2001-1B RAILCAR STATUTORY TRUST, BY STATE STREET BANK AND...

EXHIBIT 10.14.3

PARTICIPATION AGREEMENT (TRLI 2001-1B)

Dated as of May 17, 2001

among

TRINITY RAIL LEASING I L.P.,

as Lessee,

TRINITY RAIL MANAGEMENT, INC.,

TRINITY INDUSTRIES LEASING COMPANY,

as Manager,

TRLI 2001-1B RAILCAR STATUTORY TRUST,

BY STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,

NATIONAL ASSOCIATION,

as Owner Trustee,

TRIMARAN LEASING, L.P.,

as Owner Participant

and

LASALLE BANK NATIONAL ASSOCIATION,

as Indenture Trustee and Pass Through Trustee

Tank Cars, Covered Xxxxxx Cars and Box Cars

Participation Agreement (TRLI 2001-1B)

TABLE OF CONTENTS

Page

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SECTION 1. DEFINITIONS; INTERPRETATION OF THIS AGREEMENT...........3

SECTION 2. SALE AND PURCHASE; PARTICIPATION IN EQUIPMENT COST;

CLOSING; TRANSACTION COSTS .............................4

Section 2.1 Sale and Purchase of Equipment..........................4

Section 2.2 Participation in Equipment Cost.........................4

Section 2.3 Closing Date; Procedure for Participation...............4

Section 2.4 Owner Participant's Instructions to the Owner Trustee;

Satisfaction of Conditions..............................6

Section 2.5 Expenses................................................6

Section 2.6 Calculation of Adjustments to Basic Rent, Stipulated

Loss Value and Termination Value; Confirmation and

Verification............................................9

Section 2.7 Postponement of Closing Date...........................12

SECTION 3. REPRESENTATIONS AND WARRANTIES.........................14

Section 3.1 Representations and Warranties of the Trust Company....14

Section 3.2 Representations and Warranties of the Lessee...........17

Section 3.3 Representations and Warranties of the Indenture

Trustee................................................22

Section 3.4 Representations, Warranties and Covenants Regarding

Beneficial Interest, Equipment Note and Pass Through

Certificates...........................................23

Section 3.5 Representations and Warranties of the Owner

Participant............................................25

Section 3.6 Representations and Warranties of TILC.................27

Section 3.7 Representations and Warranties of TRMI.................31

Section 3.8 Representations and Warranties of the Pass Through

Trustee................................................33

Section 3.9 Opinion Acknowledgment.................................35

SECTION 4. CLOSING CONDITIONS.....................................35

Section 4.1 Conditions Precedent to Investment by Each

Participant............................................35

Section 4.2 Additional Conditions Precedent to Investment by the

Loan Participant.......................................42

Section 4.3 Additional Conditions Precedent to Investment by the

Owner Participant......................................43

Section 4.4 Conditions Precedent to the Obligation of TILC and the

Lessee.................................................44

SECTION 5. FINANCIAL AND OTHER REPORTS OF THE LESSEE..............46

SECTION 6. CERTAIN COVENANTS OF THE PARTICIPANTS, THE TRUSTEES AND

THE LESSEE.............................................47

Participation Agreement (TRLI 2001-1B)

Page

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Section 6.1 Restrictions on Transfer of Beneficial Interest........47

Section 6.2 Lessor's Liens Attributable to the Owner Participant...51

Section 6.3 Lessor's Liens Attributable to Trust Company...........51

Section 6.4 Liens Created by the Indenture Trustee and the Loan

Participant............................................51

Section 6.5 Covenants of Owner Trustee, Owner Participant and

Indenture Trustee .....................................52

Section 6.6 Amendments to Operative Agreements That Are Not

Lessee Agreements .....................................53

Section 6.7 Certain Representations, Warranties and Covenants......53

Section 6.8 Covenants of the Manager...............................53

Section 6.9 Lessee's Purchase in Certain Circumstances.............53

Section 6.10 Owner Participant as Affiliate of Lessee...............55

Section 6.11 Records; U.S. Income Tax Information...................55

SECTION 7. LESSEE'S INDEMNITIES...................................56

Section 7.1 General Tax Indemnity..................................56

Section 7.2 General Indemnification................................65

Section 7.3 Indemnification by TILC................................71

Section 7.4 Indemnification by TRMI................................76

SECTION 8. LESSEE'S RIGHT OF QUIET ENJOYMENT......................81

SECTION 9. SUCCESSOR INDENTURE TRUSTEE............................81

SECTION 10. MISCELLANEOUS..........................................81

Section 10.1 Consents...............................................81

Section 10.2 Refinancing............................................82

Section 10.3 Amendments and Waivers.................................84

Section 10.4 Notices................................................84

Section 10.5 Survival...............................................86

Section 10.6 No Guarantee of Residual Value or Debt.................87

Section 10.7 Successors and Assigns.................................87

Section 10.8 Business Day...........................................87

SECTION 10.9 GOVERNING LAW..........................................87

Section 10.10 Severability...........................................88

Section 10.11 Counterparts...........................................88

Section 10.12 Headings and Table of Content..........................88

Section 10.13 Limitations of Liability...............................88

Section 10.14 Maintenance of Non-Recourse Debt.......................89

Section 10.15 Ownership of and Rights in Units.......................90

Section 10.16 No Petition............................................90

Section 10.17 Consent To Jurisdiction................................91

Participation Agreement (TRLI 2001-1B)

Page

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SECTION 10.18 WAIVER OF JURY TRIAL...................................91

ANNEX A - DEFINITIONS

iii

Participation Agreement (TRLI 2001-1B)

EXHIBITS AND SCHEDULES

Exhibit A-1 - Form of Certificate of Insurance Broker Confirming

Insurance Coverage (Primary Liability)

Exhibit A-2 - Form of Certificate of Insurance Broker Confirming

Insurance Coverage (Excess Liability)

Exhibit B-1 - Insurance Requirements as to Public Liability Insurance

Exhibit B-2 - Insurance Requirements as to Physical Damage Insurance

Exhibit C - Form of Transfer Agreement

Exhibit D - Form of Notice of Assignment of Sublease

Exhibit E - Form of Officer's Solvency Certificate

Schedule 1 - Description of Equipment, Designation of Basic Groups,

Designation of Functional Groups and Equipment Cost

Schedule 1-B - List of Existing Subleases

Schedule 2 - Commitment Percentage and Payment Information for

Participants

Schedule 3-A - Schedule of Basic Rent Payments and Basic Rent

Expiration Date

Schedule 3-B - Basic Rent Allocation Schedule

Schedule 4-A - Schedule of Stipulated Loss Value and Termination Value

Schedule 4-B - Termination Amount Schedule

Schedule 5 - Terms of Equipment Note (including amortization)

Schedule 6 - Purchase Information (price and date)

Schedule 3.2(m) - Written Information Provided by Trinity Rail Leasing I

L.P., Trinity Industries Leasing Company and Trinity

Rail Management, Inc.

Participation Agreement (TRLI 2001-1B)

PARTICIPATION AGREEMENT (TRLI 2001-1B)

This PARTICIPATION AGREEMENT (TRLI 2001-1B), dated as of May 17, 2001

(this "Agreement"), is by and among (i) Trinity Rail Leasing I L.P., a Texas

limited partnership (together with its permitted successors and assigns, the

"Lessee"), (ii) Trinity Rail Management, Inc., a Delaware corporation ("TRMI"),

(iii) Trinity Industries Leasing Company, a Delaware corporation ("TILC"), (iv)

TRLI 2001-1B Railcar Statutory Trust, a Connecticut statutory trust, by State

Street Bank and Trust Company of Connecticut, National Association, a national

banking association, ("Trust Company"), not in its individual capacity except as

expressly provided herein but solely as trustee (together with its permitted

successors and assigns, the "Owner Trustee") under the Trust Agreement (such

term and other defined terms used herein shall have the meanings assigned

thereto in Section 1 below), (v) Trimaran Leasing, L.P., a Delaware limited

partnership (together with its permitted successors and assigns, the "Owner

Participant") and (vi) LaSalle Bank National Association, a national banking

association, not in its individual capacity except as expressly provided herein

but solely as pass through trustee under the Pass Through Trust Agreement (in

such capacity, together with its permitted successors and assigns, the "Pass

Through Trustee" or the "Loan Participant"), and as trustee under the Indenture

(in such capacity, together with its permitted successors and assigns, the

"Indenture Trustee"). The Owner Participant and the Loan Participant are

sometimes hereinafter referred to collectively as the "Participants."

WITNESSETH:

WHEREAS, on or prior to the date hereof, the Owner Participant and the

Trust Company have entered into the Trust Agreement pursuant to which the Owner

Trustee has agreed, among other things, to hold the Trust Estate for the benefit

of the Owner Participant thereunder on the terms specified in the Trust

Agreement, subject, however, to the Lien created under the Indenture and,

subject to the terms and conditions hereof, to purchase on the Closing Date the

Equipment described in Schedule 1 hereto from the Lessee and concurrently

therewith to lease such Equipment to the Lessee;

WHEREAS, on or prior to the date hereof and pursuant to the Pass

Through Trust Agreement a grantor trust was created to facilitate the financing

contemplated hereby;

WHEREAS, on the Closing Date, the Owner Trustee and the Indenture

Trustee will enter into the Indenture, pursuant to which the Owner Trustee will

agree, among other things, to borrow from the Loan Participant the loan in

connection with the financing of the Total Equipment Cost and to issue to the

Loan Participant the Equipment Note as evidence of such loan;

Participation Agreement (TRLI 2001-1B)

WHEREAS, TILC will, on the Closing Date, pursuant to the Transfer and

Assignment Agreement (i) sell to the Partnership all of TILC's right, title and

interest in and to the Equipment described on Schedule 1 hereto and (ii) assign

and transfer to the Partnership all of TILC's right, title and interest in and

to any Existing Equipment Subleases;

WHEREAS, TILC will, on the date hereof, pursuant to the Pledged

Equipment Transfer and Assignment Agreement (i) sell to the Partnership all of

TILC's right, title and interest in and to the Pledged Equipment and (ii) assign

and transfer to the Partnership all of TILC's right, title and interest in and

to any Existing Pledged Equipment Leases;

WHEREAS, pursuant to the terms of the Trust Agreement, the Owner

Participant has authorized and directed the Owner Trustee to, and the Owner

Trustee will, among other things and subject to the terms and conditions of the

Operative Agreements, (i) purchase the Equipment described in Schedule 1 hereto

from the Lessee and accept delivery from the Lessee of the Xxxx of Sale

evidencing the purchase and transfer of title of each Unit to the Owner Trustee,

(ii) own the Equipment described in Schedule 1 hereto as provided in the

Operative Agreements, (iii) accept pursuant to the Assignment the assignment and

transfer from the Lessee of all Lessee's right, title and interest in and to the

Existing Equipment Subleases and (iv) execute and deliver the Lease, pursuant to

which, subject to the terms and conditions set forth therein, the Owner Trustee

agrees to lease to the Lessee, and the Lessee agrees to lease from the Owner

Trustee, each Unit to be delivered on the Closing Date, such lease to be

evidenced by the execution and delivery of the Lease Supplement covering such

Units, and to assign the Existing Equipment Subleases to the Lessee, such

assignment to be evidenced by the execution and delivery of the Assignment

covering such Existing Equipment Subleases;

WHEREAS, on the date hereof, the Lessee, TILC, TRMI, the Owner Trustee,

the Indenture Trustee and the Collateral Agent have entered into the Collateral

Agency Agreement, pursuant to which the Lessee will agree, among other things,

to grant to the Collateral Agent for the security and the benefit of the Owner

Trustee a security interest in the Collateral to secure the performance by the

Lessee of its obligations under the Lease;

WHEREAS, pursuant to the terms of the Trust Agreement, the Owner

Participant has authorized and directed the Owner Trustee to, and the Owner

Trustee will, among other things and subject to the terms and conditions of the

Operative Agreements, grant to the Indenture Trustee for the security and the

benefit of the holder of the Equipment Note a security interest in the Indenture

Estate;

Participation Agreement (TRLI 2001-1B)

WHEREAS, on the Closing Date, Lessee, Trinity and the Owner Participant

(or an Affiliate of the Owner Participant) will enter into the Tax Indemnity

Agreement;

WHEREAS, the proceeds from the sale of the Equipment Note to the Loan

Participant will be applied, together with the equity contribution made by the

Owner Participant pursuant to this Agreement, to effect the purchase of the

Equipment described on Schedule 1 hereto by the Owner Trustee from the Lessee as

contemplated hereby;

WHEREAS, concurrently with the execution and delivery of this

Agreement, the Lessee and TILC have entered into the Management Agreement,

pursuant to which TILC will provide management services with respect to the

Equipment and the Pledged Equipment;

WHEREAS, concurrently with the execution and delivery of this

Agreement, the Lessee and TILC have entered into the Insurance Agreement,

pursuant to which TILC will provide services to the Lessee in connection with

obtaining, managing and maintaining insurance with respect to the Equipment and

the Pledged Equipment required under the Operative Agreements;

WHEREAS, concurrently with the execution and delivery of this

Agreement, the Lessee, the General Partner, the Limited Partner and TRMI have

entered into the Administrative Services Agreement, pursuant to which TRMI will

provide certain administrative services with respect to the Partnership, the

General Partner and the Limited Partner; and

WHEREAS, concurrently with the execution and delivery of this

Agreement, Trinity Industries, Inc. has issued the Trinity Guaranty in favor of

the beneficiaries named therein, pursuant to which Trinity Industries, Inc. will

guarantee performance of the obligations of TILC and TRMI under the Operative

Agreements to which TILC or TRMI is a party, respectively.

NOW, THEREFORE, in consideration of the mutual agreements herein

contained and other good and valuable consideration, receipt of which is

acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINITIONS; INTERPRETATION OF THIS AGREEMENT.

Unless otherwise defined herein or unless the context shall otherwise

require, capitalized terms used in this Agreement shall have the meanings

assigned to such terms in Appendix A hereto. Unless otherwise indicated, all

references herein to Sections, Schedules and Exhibits refer to Sections,

Schedules and Exhibits of this Agreement.

Participation Agreement (TRLI 2001-1B)

SECTION 2. SALE AND PURCHASE; PARTICIPATION IN EQUIPMENT COST; CLOSING;

TRANSACTION COSTS.

Section 2.1 Sale and Purchase of Equipment. Subject to the terms and

conditions hereof and on the basis of the representations and warranties set

forth herein, the Lessee agrees to sell to the Owner Trustee, and the Owner

Trustee agrees to purchase from the Lessee, on the Closing Date and immediately

following consummation of the transactions described in the third and fourth

recital clauses above, the Equipment described in Schedule 1, and, in connection

therewith, the Owner Trustee agrees to pay to the Lessee the cost for each Unit

as specified in Schedule 1. On the Closing Date, the Lessee shall deliver each

Unit described on Schedule 1 to the Owner Trustee, and the Owner Trustee shall

accept such delivery.

Section 2.2 Participation in Equipment Cost.

(a) Equity Participation. On the Closing Date, subject to

the terms and conditions hereof and on the basis of the representations and

warranties set forth herein, the Owner Participant agrees to participate in the

payment of the Total Equipment Cost for the Units delivered on the Closing Date

by making an equity investment in the beneficial ownership of such Units in the

amount equal to the product of the Total Equipment Cost for such Units delivered

on the Closing Date and the percentage set forth opposite the Owner

Participant's name in Schedule 2 (the "Owner Participant's Commitment"). The

aggregate amount of the Owner Participant's Commitment plus the aggregate amount

of Transaction Costs payable by the Owner Participant shall not exceed the sum

of (x) the Owner Participant's Commitment and (y) 2% of the Total Equipment

Cost. The Owner Participant's Commitment shall be paid to the Indenture Trustee

to be held (but not as part of the Indenture Estate) and applied on behalf of

the Owner Trustee toward payment of the Total Equipment Cost as provided in

Section 2.3.

(b) Debt Participation. On the Closing Date, subject to the

terms and conditions hereof and on the basis of the representations and

warranties set forth herein, the Loan Participant agrees to participate in the

payment of the Total Equipment Cost for the Units delivered on the Closing Date

by making a secured loan, not from its own funds but solely from funds available

to it for such purposes under the Pass Through Trust Agreement, to be evidenced

by the Equipment Note, to the Owner Trustee in the amount equal to the product

of the Total Equipment Cost for the Units delivered on the Closing Date and the

percentage set forth opposite the Loan Participant's name in Schedule 2 (the

"Loan Participant's Commitment"). The Equipment Note shall bear interest at the

Debt Rate.

Section 2.3 Closing Date; Procedure for Participation.

(a) Notice of Closing Date. Not later than three Business

Days' prior to the Closing Date (or such lesser notice as may be agreed upon by

the Lessee,

Participation Agreement (TRLI 2001-1B)

the Owner Participant and the Loan Participant), the Lessee shall give the Owner

Participant, the Indenture Trustee, the Owner Trustee and the Loan Participant a

notice (a "Notice of Delivery") by facsimile or other form of telecommunication

or telephone (to be promptly confirmed in writing) of the Closing Date, which

Notice of Delivery shall specify in reasonable detail the number and type of

Units to be delivered on such date, the Total Equipment Cost of such Units, and

the respective amounts of the Owner Participant's Commitment and the Loan

Participant's Commitment required to be paid with respect to the Units. Prior to

11:00 a.m., Chicago time, on the Closing Date, subject to the satisfaction (or

waiver) of the respective conditions specified in Section 4, the Owner

Participant shall make the amount of the Owner Participant's Commitment required

to be paid on the Closing Date available to the Indenture Trustee, and

immediately prior to the delivery and acceptance of the Units as specified in

Section 2.3(b), the Loan Participant shall make the amount of the Loan

Participant's Commitment for the Total Equipment Cost required to be paid on the

Closing Date available to the Indenture Trustee, in either case, by transferring

or delivering such amounts, in funds immediately available on the Closing Date,

to the Indenture Trustee, either directly to, or for deposit in, the Indenture

Trustee's account at LaSalle Bank National Association, ABA No. 000000000, Att.:

Xxxxxxxx Xxxxxxxx, Corporate Trust Services Division, Trust TRLI 2001-1B,

Account 608775300. The making available by the Owner Participant of the amount

of the Owner Participant's Commitment for the Total Equipment Cost shall be

deemed a waiver of the Notice of Delivery by the Owner Participant and the Owner

Trustee. The making available by the Loan Participant of the amount of the Loan

Participant's Commitment for the Total Equipment Cost shall be deemed a waiver

of the Notice of Delivery by the Loan Participant and the Indenture Trustee.

(b) Closing. The closing of the transactions contemplated

hereby (the "Closing") shall take place on or before 2:00 p.m., Chicago time, on

the Closing Date at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx

(Illinois), or at such other place or time as the parties hereto shall agree.

Upon receipt by the Indenture Trustee on the Closing Date of the full amount of

the Owner Participant's Commitment and the Loan Participant's Commitment in

respect of the Units delivered on the Closing Date, TILC shall pursuant to the

Transfer and Assignment Agreement deliver the Units described on Schedule 1

hereto to the Lessee by delivery of the XXXX Xxxx of Sale and shall make an

assignment of the Existing Equipment Subleases to the Lessee by delivery of the

TILC Assignment, and immediately thereafter, (i) the Indenture Trustee, on

behalf of the Owner Trustee, shall, subject to the conditions set forth in

Sections 4.1, 4.2 and 4.3 having been fulfilled to the satisfaction of the

Participants or waived by the Participants, pay to the Lessee from the funds

then held by it, in immediately available funds, an amount equal to the Total

Equipment Cost for the Units delivered on the Closing Date, (ii) the Lessee

shall pay to TILC pursuant to the Transfer and Assignment Agreement an amount

equal to the Total Equipment Cost for the Units delivered on the Closing Date,

(iii) the Lessee shall deliver the Units described on Schedule 1 hereto by

Participation Agreement (TRLI 2001-1B)

delivery of the Xxxx of Sale, (iv) the Owner Trustee shall, pursuant to the

Lease, lease and deliver the Units listed on Schedule 1 hereto to the Lessee,

and the Lessee, pursuant to the Lease, shall accept delivery of the Units

described on Schedule 1 hereto under the Lease, such lease, delivery and

acceptance of such Units under the Lease shall be conclusively evidenced by the

execution and delivery by the Lessee and the Owner Trustee of the Lease

Supplement covering the Equipment so delivered as described in Schedule 1 and

(v) the Owner Trustee shall execute and deliver the Equipment Note relating to

such Lease Supplement to the Loan Participant. Each of the Lessee, the Owner

Participant, the Owner Trustee, TILC, the Loan Participant and the Indenture

Trustee hereby agrees to take all actions required to be taken by it in

connection with the Closing as contemplated by this Section 2.3(b).

Section 2.4 Owner Participant's Instructions to the Owner Trustee;

Satisfaction of Conditions.

(a) The Owner Participant agrees that the making available

to the Indenture Trustee of the amount of the Owner Participant's Commitment for

the Units delivered on the Closing Date in accordance with the terms of this

Section 2 shall constitute, without further act, authorization and direction by

the Owner Participant to the Owner Trustee, subject, on the Closing Date, to the

conditions set forth in Sections 4.1 and 4.3 having been fulfilled to the

satisfaction of the Owner Participant or waived by the Owner Participant, to

take the actions specified in Section 2.04 of the Trust Agreement with respect

to the Units on the Closing Date.

(b) The Owner Participant agrees that the authorization by

the Owner Participant or its counsel to the Indenture Trustee to release to the

Lessee the Owner Participant's Commitment with respect to the Units delivered on

the Closing Date shall constitute, without further act, notice and confirmation

that all conditions to closing set forth in Sections 4.1 and 4.3 were either met

to the satisfaction of the Owner Participant or, if not so met, were waived by

the Owner Participant.

the Loan Participant or its counsel to the Indenture Trustee to release to the

Lessee the Loan Participant's Commitment with respect to the Units delivered on

the Closing Date shall constitute, without further act, notice and confirmation

that all conditions to closing set forth in Sections 4.1 and 4.2 were either met

to the satisfaction of the Loan Participant or, if not so met, were waived by

the Loan Participant.

Section 2.5 Expenses.

(a) If the Owner Participant shall have made its investment

provided for in Section 2.2 and the transactions contemplated by this Agreement

are consummated, either the Owner Participant will promptly pay, or the Owner

Trustee will promptly pay, with funds the Owner Participant hereby agrees to pay

(which,

Participation Agreement (TRLI 2001-1B)

together with the Owner Participant's Commitment, shall not exceed the

amount set forth in the second sentence of Section 2.2(a)) to the Owner Trustee,

the following collectively referred to as the "Transaction Costs") if evidenced

by an invoice delivered to the Owner Participant within four (4) months after

the Closing Date and approved by the Lessee and the Owner Participant (such

approval not to be unreasonably withheld or delayed):

(i) the cost of reproducing, printing and

filing the Operative Agreements, the Equipment Note, and all amendments and

supplements to the foregoing, including all costs and fees in connection with

the initial filing and recording of the Lease, the Indenture and any other

document required to be filed or recorded pursuant to the provisions hereof or

of any other Operative Agreement;

(ii) the reasonable out-of-pocket expenses of

the Owner Participant and the reasonable fees of Winston & Xxxxxx, special

counsel for the Owner Participant, plus disbursements, for their services

rendered in connection with the negotiation, execution and delivery of this

Agreement and the other Operative Agreements;

(iii) the reasonable out-of-pocket expenses of

the Collateral Agent and the reasonable fees and expenses of Xxxxxxx & Xxxxx

L.L.P., special counsel for the Collateral Agent, for their services rendered in

connection with the negotiation, execution and delivery of the Operative

Agreements;

(iv) the reasonable fees and expenses of

Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois), special counsel for TILC, the

Lessee and TRMI, for their services rendered in connection with the preparation

of documentation, negotiation, execution and delivery of this Agreement and the

other Operative Agreements;

(v) the reasonable fees and expenses of Xxxxxx

& Xxxxxx L.L.P., special counsel for the Initial Purchasers, for their services

rendered in connection with the review of this Agreement and the other Operative

Agreements;

(vi) the reasonable fees and expenses of (x)

Xxxxxx & Xxxxxx, special STB counsel and (y) XxXxxxxx Xxxxxxxx, special Canadian

rail counsel;

(vii) the reasonable fees and expenses of

Xxxxxxx Xxxx LLP, special counsel for the Owner Trustee, for their services

rendered in connection with the negotiation, execution and delivery of this

Agreement and the other Operative Agreements;

(viii) the reasonable fees and expenses of

Schwartz, Cooper, Xxxxxxxxxxx & Xxxxxx, special counsel for the Indenture

Trustee and the

Participation Agreement (TRLI 2001-1B)

Pass Through Trustee, for their services rendered in connection with the

negotiation, execution and delivery of this Agreement and the other Operative

Agreements;

(ix) the reasonable fees and expenses payable

to the Arrangers for their services rendered as advisor to the Lessee;

(x) the initial fees and reasonable

out-of-pocket expenses of the Owner Trustee;

(xi) the initial fees and reasonable

out-of-pocket expenses of the Indenture Trustee;

(xii) the reasonable fees, if any, of Rail

Solutions, Inc. (which fees shall in no event exceed the agreed-upon amount),

plus disbursements, if any, for their services rendered in connection with

delivering the Appraisal required by Section 4.3(a) and for other consulting

services; and

(xiii) the costs incurred in connection with

any adjustment pursuant to Section 2.6(a).

Except as expressly provided above, Transaction Costs shall

not include internal costs and expenses such as salaries and overhead of

whatsoever kind or nature of, or costs incurred by, parties to this Agreement

pursuant to arrangements with third parties for services (other than those

expressly referred to above).

(b) Upon the consummation of the transactions contemplated

by this Agreement, the Lessee agrees to be responsible for, and will pay when

due as Supplemental Rent: (i) the reasonable expenses (including reasonable

legal fees and expenses) of the Owner Trustee, the Indenture Trustee and the

Participants incurred subsequent to the delivery of the Equipment on the Closing

Date, in connection with any supplements, amendments, modifications,

alterations, waivers or consents (whether or not consummated) of any of the

Operative Agreements which are either (1) requested by the Lessee or (2)

required by any applicable law or regulation (other than laws or regulations

solely relating to the business of the Lessor, the Indenture Trustee, the Trust

Company, the Pass Through Trustee, the Initial Purchasers, the Collateral Agent

or any Participant) or (3) entered into in connection with, or as a result of, a

Lease Default or (4) required pursuant to the terms of the Operative Agreements

(including such reasonable expenses incurred in connection with any adjustment

pursuant to Section 2.6), (ii) the ongoing fees of the Owner Trustee under the

Trust Agreement; (iii) the ongoing fees of the Indenture Trustee under the

Operative Agreements, (iv) the ongoing fees of the Collateral Agent under the

Collateral Agency Agreement and (v) the ongoing fees of the Pass Through Trustee

under the Pass Through Trust Agreement; provided that, the fees referred to in

clauses (iv) and (v) immediately above shall be allocated between the

transactions contemplated hereby and the transactions contemplated by the Other

Participation

Participation Agreement (TRLI 2001-1B)

Agreement on a pro rata basis based on the aggregate commitments of the

Participants hereunder as compared with the aggregate commitments of the

participants under the Other Participation Agreement.

consummated as a result of a default by the Owner Participant in its obligations

to consummate the transactions contemplated hereby, the Owner Participant shall

pay those Transaction Costs referred to in Section 2.5(a)(ii) and (xii) above

and the Lessee shall pay the remainder. If the transactions contemplated hereby

are not consummated due to any other reason, the Lessee shall pay all

Transaction Costs.

(d) Notwithstanding the foregoing provisions of this Section

2.5, the Lessee shall have no liability for (i) any costs or expenses relating

to any voluntary transfer of the Owner Participant's interest in the Equipment

pursuant to Section 6.1 other than during the continuance of a Lease Event of

Default and no such costs or expenses shall constitute Transaction Costs, (ii)

any costs or expenses relating to any voluntary transfer of any Loan

Participant's interest in the Equipment Note and (iii) any costs or expenses

relating to any voluntary transfer of any Certificateholder's interest in the

Pass Through Certificates, and in each case no such costs or expenses shall

constitute Transaction Costs.

(e) To the extent Transaction Costs exceed 2% of the Total

Equipment Cost, Lessee shall pay the Transaction Costs specified in Sections

2.5(a) (iv) and (ix) above up to an amount equal to the amount of such excess.

Section 2.6 Calculation of Adjustments to Basic Rent, Stipulated Loss

Value and Termination Value; Confirmation and Verification.

(a) Calculation of Adjustments. In the event that (A) the

Closing Date is other than June 29, 2001, (B) the amortization of the Equipment

Note is different from that set forth on Schedule 5, (C) a refinancing

contemplated by Section 10.2 occurs, (D) the actual aggregate Equipment Cost or

composition of the Units is different from that set forth on Schedule 1, (E) the

actual aggregate amount of Transaction Costs paid pursuant to Section 2.5(a) is

other than an amount equal to 2% of the Total Equipment Cost, (F) there is any

change in, or cost relating to a revision in, the structure of the transaction

contemplated hereby as required by the Rating Agency, (G) there is any change in

the Code or in the regulations promulgated thereunder or other official

administrative pronouncement, which change is enacted or effective after the

execution of this Agreement and prior to the Closing Date (provided that the

Owner Participant or the Lessee, as the case may be, shall have provided notice

to the other prior to the Closing Date), and which change alters or eliminates

any tax assumption used in calculating Basic Rent, Stipulated Loss Values,

Stipulated Loss Amounts, Termination Values, Termination Amounts and Early

Purchase Price, (H) there is any change in, or cost relating to revision in, the

structure of the transaction contemplated hereby as a result of any change to

the

Participation Agreement (TRLI 2001-1B)

Equipment or the Existing Subleases from those listed in Schedule 1 and Schedule

1- A hereto, (I) there is any change in, or cost relating to revision in, the

structure of the transaction contemplated hereby as a result of any change in

generally accepted accounting principles affecting the accounting treatment of

the transaction by the Owner Participant then, in each such case, the Owner

Participant shall recalculate the payments or amounts, as the case may be, of

Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Stipulated

Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price,

Scheduled Amortization and Scheduled Amortization Amount (and the corresponding

Rated Amortization and Rated Amortization Amount) (i) to preserve the Net

Economic Return that the Owner Participant would have realized had such event

not occurred, and (ii) to minimize to the greatest extent possible, consistent

with the foregoing clause (i), the present value (discounted monthly at an

interest rate per annum equal to the Debt Rate) of the sum of the payments of

Basic Rent to the Early Purchase Date and the Early Purchase Price; provided,

however, that in no event shall the Early Purchase Price be less than the

expected fair market value of the Equipment on the Early Purchase Date and the

Basic Term Expiration Date, respectively, as determined by the Appraisal. Any

such recalculation performed due to the occurrence of any one or more of the

events described in clause (A), (B), (D), (E), (F), (G), (H) or (I) above shall

be made prior to the Closing Date. In performing any such recalculation and in

determining the Owner Participant's Net Economic Return, the Owner Participant

shall utilize the same methods and assumptions originally used in making the

computations of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts,

Termination Values, Termination Amounts and Early Purchase Price initially set

forth in Schedules 3-A, 3-B, 4-A, 4-B and 6 (other than those assumptions

changed as a result of any of the events described in clauses (A) through (I) of

the preceding sentence necessitating such recalculation; it being agreed that

such recalculation shall reflect solely any changes of assumptions or facts

resulting directly from the event or events necessitating such recalculation).

Such adjustments shall comply (to the extent the original structure complied)

with Section 467 of the Code and the requirements of Sections 4.02(5), 4.07(1)

and (2) of Revenue Procedure 2001-28 calculated, except in the case of a

refinancing pursuant to Section 10.2, without taking into account any change

after the Closing Date in or to Section 467 of the Code (and any regulations

thereunder).

(b) Confirmation and Verification. Upon completion of any

recalculation described in Section 2.6(a), a duly authorized officer of the

Owner Participant shall provide a certificate to the Lessee either (x) stating

that the amounts of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts,

Termination Values, Termination Amounts and Early Purchase Price as are then set

forth in Schedules 3-A, 3-B, 4-A, 4-B and 6 do not require change, or (y)

setting forth such adjustments to the amounts of Basic Rent, Stipulated Loss

Values, Stipulated Loss Amounts, Termination Values, Termination Amounts or

Early Purchase Price as have been calculated by the Owner Participant in

accordance with Section 2.6(a). Such certificate shall describe in reasonable

detail the basis for any such adjustments, and any such

Participation Agreement (TRLI 2001-1B)

adjustment and corresponding adjustments to the Stipulated Loss Values,

Termination Values and Early Purchase Price will be computed on a basis

consistent with that used by the Owner Participant in the original calculation

of Basic Rent. Any such adjustment shall be deemed approved upon notice of such

approval by the Lessee to the Owner Participant or on the thirty-first (31st)

day following delivery of such certificate by the Owner Participant to the

Lessee unless the Lessee, prior to such day, requests verification pursuant to

the following sentence, and shall become effective, in the case of adjustments

made pursuant to clause (A), (B), (D), (E), (F), (G), (H) or (I) of the first

sentence of Section 2.6(a), as of the earlier of (i) the first Rent Payment Date

and (ii) the date the Lessee approves or has been deemed to have approved such

adjustment, and, in the case of an adjustment made pursuant to clause (C) of the

first sentence of Section 2.6(a), as of the date of the refinancing. If the

Lessee shall so request, the recalculation of any such adjustments described in

this Section 2.6 shall be verified by a nationally recognized firm of

independent accountants selected by the Owner Participant and reasonably

acceptable to the Lessee, and any such recalculation of such adjustment as so

verified shall be binding on the Lessee and the Owner Participant. Such

accounting firm shall be requested to make its determination within 30 days. The

Owner Participant shall provide to a representative of such accounting firm, on

a confidential basis, such information as it may reasonably require, including

the original assumptions used by the Owner Participant and the methods used by

the Owner Participant in the original calculation of, and any recalculation of,

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

Termination Amounts and Early Purchase Price and such other information as is

necessary to determine whether the computation is accurate and in conformity

with the provisions of this Agreement, provided that in no event shall the Owner

Participant have any obligation to provide the Lessee with any such information;

and provided, further, that the Owner Participant shall have no obligation to

disclose to the Lessee, such accounting firm or any other Person, or to permit

the Lessee, such accounting firm or any other Person, to examine any federal,

state or local income tax returns of the Owner Participant, or books or

accounting records related thereto, for any taxable year. Subject to the

immediately following sentence, the costs of such verification shall be borne by

the Lessee. If such accounting firm's verification shall result in a decrease in

the net present value (expressed as a percentage of Total Equipment Cost,

discounted monthly at a rate per annum equal to the Debt Rate) of the sum of the

Basic Rent to the Early Purchase Date and the Early Purchase Price, calculated

as of the Closing Date, as compared to the net present value of the sum of the

Basic Rent to the Early Purchase Date and the Early Purchase Price, proposed by

the Owner Participant, by more than the greater of (i) ten basis points or (ii)

5% of the proposed adjustment, then the Owner Participant agrees to reimburse

the Lessee for any amounts paid for such verification. Any revised adjustment

resulting from such verification shall become effective on the next Rent Payment

Date after such verification has been concluded (except that, in the case of an

adjustment pursuant to clause (C) of the first sentence of Section 2.6(c), such

adjustment shall be effective as of the date of the refinancing), and shall take

into account any

Participation Agreement (TRLI 2001-1B)

underpayment or overpayment, together with interest thereon at the Debt Rate,

resulting from an earlier effectiveness of the original adjustment.

adjustment made to the payments of Basic Rent, Stipulated Loss Amounts,

Termination Amounts or Early Purchase Price, pursuant to the foregoing, shall

comply with the following requirements: (i) each installment of Basic Rent, as

so adjusted, under any circumstances and in any event, will be in an amount at

least sufficient for the Owner Trustee to pay in full as of the due date of such

installment any payment of principal of and interest on the Equipment Note

required to be paid on the due date of such installment of Basic Rent in

accordance with the Scheduled Amortization, and (ii) Stipulated Loss Amount,

Termination Amount and Early Purchase Price, as so adjusted, under any

circumstances and in any event, will be an amount which, together with any other

amounts required to be paid by the Lessee under the Lease in connection with an

Event of Loss or a termination of the Lease, as the case may be, will be at

least sufficient to pay in full, as of the date of payment thereof, the

aggregate unpaid principal of and all unpaid interest on the Equipment Note in

accordance with the Scheduled Amortization accrued to the date on which

Stipulated Loss Amount, Termination Amount or Early Purchase Price, as the case

may be, is paid in accordance with the terms of the Lease.

(d) Invoices. All invoices in respect of Transaction Costs

to the extent not delivered on the Closing Date shall be directed to the Owner

Participant at the address set forth in Section 10.4, with a copy to the Lessee.

Section 2.7 Postponement of Closing Date.

(a) If for any reason whatsoever the Closing is not

consummated on the Closing Date provided for pursuant to Section 2.3 (the

"Scheduled Closing Date"), the Closing shall be deemed postponed to the next

Business Day or to such other Business Day on or prior to August 31, 2001 as the

Lessee shall specify by facsimile or telephonic (confirmed in writing) notice to

the Owner Participant, the Indenture Trustee, the Owner Trustee, the Pass

Through Trustee and the Initial Purchasers, in which case the Participants will

keep their funds available, provided that the notice of postponement shall be

received by each party no later than 4:30 p.m., Chicago time, on the originally

scheduled Closing Date, and the term "Closing Date" as used in this Agreement

shall mean the postponed "Closing Date."

(b) If the closing fails to occur on the Scheduled Closing

Date, the Indenture Trustee shall promptly return to each Participant that makes

funds avail able to it in accordance with this Section 2 such funds, together

with interest or income earned thereon.

Date and funds are not returned to each Participant that made funds available by

the

Participation Agreement (TRLI 2001-1B)

Indenture Trustee as provided by Section 2.7(b) above, the Indenture Trustee

shall, if so instructed by the Lessee in the facsimile or telephonic (confirmed

in writing) notice from the Lessee (which notice shall specify the Specified

Investments to be purchased), use reasonable best efforts to invest, at the risk

of the Lessee (except as provided below with respect to the Indenture Trustee's

gross negligence or willful misconduct), the funds received by the Indenture

Trustee from the Participants in Specified Investments in accordance with the

Lessee's instructions. Any such Specified Investments purchased by the Indenture

Trustee upon instructions from the Lessee shall be held in trust by the

Indenture Trustee (but not as part of the Indenture Estate under the Indenture)

for the benefit of the Participants that provided such funds. In order to obtain

funds for the payment of the Equipment Cost for the Units on the Closing Date or

to return funds to the Participants pursuant to Section 2.7(b), the Indenture

Trustee is authorized to sell any Specified Investments purchased as aforesaid.

The Indenture Trustee shall not be liable for failure to invest such funds or

for any losses incurred on such investments except for losses resulting from its

own willful misconduct or gross negligence.

(d) If the Closing fails to occur on the Scheduled Closing

Date, unless the Indenture Trustee returns all funds to the Participants by 2:00

p.m., Chicago time, on the Scheduled Closing Date, the Lessee shall reimburse

each Participant that has made funds available pursuant to this Section 2 for

the loss of the use of its funds an amount equal to the excess, if any, of (x)

interest on such funds at the Debt Rate for the period from and including the

Scheduled Closing Date to but excluding the actual Closing Date or, if earlier,

the day on which such Participant's funds are returned if such return is made by

2:00 p.m., Chicago time (or to but excluding the next following Business Day if

such return is not made by such time); provided that with respect to the Owner

Participant such period shall in any case be at least one day, unless the Owner

Participant shall have received, prior to 12:00 noon (Chicago time) on the

Business Day preceding the Scheduled Closing Date, a notice of postponement of

the Scheduled Closing Date pursuant to Section 2.7(a), over (y) any amount paid

to such Participant in respect of interest or income earned by the Indenture

Trustee on such funds pursuant to Section 2.7(c) above.

(e) If the Closing fails to occur on the Scheduled Closing

Date, the Lessee shall, on the Closing Date or on the date funds are required to

be returned to the Participants pursuant to Section 2.7(b) above, reimburse the

Indenture Trustee, for the benefit of the Participants that provided funds which

are invested by the Indenture Trustee pursuant to this Section 2.7 for any

losses incurred on such investments (except with respect to any Participant, if

the Closing failed to occur as a result of default by such Participant, or with

respect to the Owner Participant, as result of default of the Owner Trustee

(acting pursuant to instructions from the Owner Participant)). All income and

profits on the investment of such funds shall be for the respective accounts of

such Participants, and the Indenture Trustee shall not be liable for failure to

invest such funds or for any losses incurred on such investments, except for its

willful misconduct or gross negligence.

Participation Agreement (TRLI 2001-1B)

(f) Notwithstanding the provisions of Section 2.7(a), the

Participants shall not be under any obligation to make their respective

commitments available beyond 2:00 p.m. (Chicago time) on August 31, 2001.

SECTION 3. REPRESENTATIONS AND WARRANTIES.

Section 3.1 Representations and Warranties of the Trust Company. Trust

Company, in its individual capacity (except with respect to clauses (c), (k) and

(m) (to the extent applicable to Trust Company in its capacity as Owner Trustee)

below) and as Owner Trustee with respect to clauses (c), (f) and (k) (to the

extent applicable to Trust Company in its capacity as Owner Trustee) below,

represents and warrants to each of the Owner Participant, the Indenture Trustee,

the Pass Through Trustee, TILC, TRMI and the Lessee, notwithstanding the

provisions of Section 10.13 or any similar provision in any other Operative

Agreement, that, as of the date hereof:

(a) Trust Company (i) is a national banking association duly

incorporated, validly existing and in good standing under the laws of the United

States of America, (ii) has the full corporate power, authority and legal right

under the laws of the State of Connecticut and the United States pertaining to

its banking, trust and fiduciary powers to carry on its business as now

conducted and execute, deliver and perform its obligations hereunder and under

the Trust Agreement and (iii) assuming due authorization, execution and delivery

of the Trust Agreement by the Owner Participant, has full power and authority,

as Owner Trustee and/or, to the extent expressly provided herein or therein, in

its individual capacity, to execute, deliver and perform its obligations under

each of the Owner Trustee Agreements;

(b) (i) Trust Company has duly authorized, executed and

delivered the Trust Agreement, (ii) assuming the due authorization, execution

and delivery of the Trust Agreement by the Owner Participant, Trust Company in

its trustee capacity and, to the extent expressly provided therein, in its

individual capacity, has, or on or prior to the Closing Date will have, duly

authorized, executed and delivered each of the other Owner Trustee Agreements

and, as of the Closing Date, the Equipment Note, the Lease Supplement and the

Indenture Supplement to be delivered on the Closing Date, (iii) assuming the due

authorization, execution and delivery of the Trust Agreement by the Owner

Participant, the Trust is a Connecticut statutory trust duly organized and

validly existing in good standing under the laws of the State of Connecticut and

(iv) the Trust Agreement constitutes a legal, valid and binding obligation of

Trust Company enforceable against it in accordance with the terms thereof except

as enforceability may be limited by bankruptcy, insolvency, reorganization,

moratorium or similar laws affecting the rights of creditors generally and by

general principles of equity;

of the Trust Agreement by the Owner Participant, each of the Owner Trustee

Agreements

Participation Agreement (TRLI 2001-1B)

(other than the Trust Agreement) to which it is a party constitutes, or when

entered into will constitute, a legal, valid and binding obligation of the Owner

Trustee, enforceable against it in accordance with the terms thereof, except as

enforceability may be limited by bankruptcy, insolvency, reorganization,

moratorium or other similar laws affecting the rights of creditors generally and

by general principles of equity;

(d) neither the execution and delivery by Trust Company or

Owner Trustee, as the case may be, of the Owner Trustee Agreements or the

Equipment Note to be delivered on the Closing Date, nor the consummation by

Trust Company or Owner Trustee, as the case may be, of any of the transactions

contemplated hereby or thereby, nor the compliance by Trust Company or Owner

Trustee, as the case may be, with any of the terms and provisions hereof and

thereof, (i) requires or will require any approval of its stockholders, or

approval or consent of any trustees or holders of any indebtedness or

obligations of it in its individual capacity, or (ii) violates or will violate

its articles of association or bylaws, or contravenes or will contravene any

provision of, or constitutes or will constitute a default under, or results or

will result in any breach of, any indenture, mortgage, chattel mortgage, deed of

trust, conditional sale contract, bank loan or credit agreement, license or

other agreement or instrument to which Trust Company is a party or by which it

or any of its properties may be bound or affected, or contravenes or will

contravene any law, governmental rule or regulation of the United States of

America or the State of Connecticut governing the banking, trust or fiduciary

powers of Trust Company, or any judgment or order applicable to or binding on

it;

(e) there are no Taxes payable by Trust Company or the Owner

Trustee, imposed by the State of Connecticut or any political subdivision

thereof in connection with the execution and delivery by Trust Company of the

Trust Agreement, and, as Trust Company or Owner Trustee, as the case may be, of

this Agreement, the other Owner Trustee Agreements (other than the Trust

Agreement) or the Equipment Note to be delivered on the Closing Date solely

because Trust Company is a national banking association with its principal place

of business in Connecticut and performs certain of its duties as Owner Trustee

in the State of Connecticut; and there are no Taxes payable by Trust Company or

the Owner Trustee, as the case may be, imposed by the State of Connecticut or

any political subdivision thereof in connection with the acquisition of its

interest in the Equipment (other than franchise or other taxes based on or

measured by any fees or compensation received by Trust Company or the Owner

Trustee for services rendered in connection with the transactions contemplated

hereby) solely because Trust Company is a national banking association with its

principal place of business in Connecticut and performs certain of its duties as

Owner Trustee in the State of Connecticut;

(f) there are no pending or, to its knowledge, threatened

actions or proceedings against Trust Company or the Owner Trustee, before any

court or

Participation Agreement (TRLI 2001-1B)

administrative agency which individually or in the aggregate, if determined

adversely to it, would materially adversely affect the ability of Trust Company

or the Owner Trustee, as the case may be, to perform its obligations under the

Trust Agreement, the other Owner Trustee Agreements or the Equipment Note to be

delivered on the Closing Date;

(g) both its chief executive office, and the place where its

records concerning the Equipment and all its interest in, to and under all

documents relating to the Trust Estate, are located in Hartford, Connecticut,

and Trust Company agrees to give the Owner Participant, the Indenture Trustee

and the Lessee written notice within 30 days following any relocation of said

chief executive office or said place from its present location;

(h) no consent, approval, order or authorization of, giving

of notice to, or registration with, or taking of any other action in respect of,

any Connecticut state or local governmental authority or agency or any United

States federal governmental authority or agency regulating the banking or trust

powers of Trust Company is required for the execution and delivery of, or the

carrying out by, Trust Company or the Owner Trustee, as the case may be, of any

of the transactions contemplated hereby or by the Trust Agreement or of any of

the transactions contemplated by any of the other Owner Trustee Agreements,

other than any such consent, approval, order, authorization, registration,

notice or action as has been duly obtained, given or taken;

(i) on the Closing Date, the Owner Trustee's right, title

and interest in and to the Equipment delivered on the Closing Date shall be free

and clear of any Lessor's Lien attributable to Trust Company;

(j) proceeds received by the Owner Trustee from the Owner

Participant pursuant to the Trust Agreement will be administered by it in

accordance with Article III of the Trust Agreement;

(k) the Owner Trustee shall receive from the Lessee such

title as was conveyed to it by the Lessee, subject to the rights of the Owner

Trustee and the Lessee under the Lease and the Lien created pursuant to the

Indenture and the Indenture Supplement in respect of the Equipment delivered on

the Closing Date, and there will be no Lessor's Liens attributable to the Owner

Trustee on the Equipment or any interest therein or on the Trust Estate;

(l) on the Closing Date, to its knowledge, no Indenture

Default shall have occurred and be continuing; and

(m) the Owner Trustee is not engaged in the business of

extending credit for the purposes of purchasing or carrying margin stock, and no

proceeds of the Equipment Note or the Owner Participant's Commitment as

contemplated by

Participation Agreement (TRLI 2001-1B)

this Agreement and the other Operative Agreements will be used by the Owner

Trustee for a purpose which violates, or would be inconsistent with, Section 7

of the Securities Exchange Act of 1934, as amended, or Regulations T, U and X of

the Federal Reserve System. Terms for which meanings are provided in Regulations

T, U and X of the Federal Reserve System or any regulations substituted

therefor, as from time to time in effect, are used in this Section 3.1(m) with

such meanings.

Section 3.2 Representations and Warranties of the Lessee. The Lessee

represents and warrants to the Owner Trustee, the Indenture Trustee and the

Participants, as of the date hereof:

(a) as to organization, powers and partnership

organizational documents:

(i) the Lessee is a limited partnership duly

organized, validly existing, and in good standing under the laws of the State of

Texas, is duly licensed or qualified and in good standing in each jurisdiction

in which the failure to so qualify would have a material adverse effect on its

ability to carry on its business as now conducted or to enter into and perform

its obligations under the Lessee Agreements, is a special purpose limited

partnership organized to enter into the transactions contemplated by this

Agreement, the other Operative Agreements to which it is a party and the Pass

Through Documents to which it is a party, has the limited partnership power and

authority to sell the Equipment described on Schedule 1 hereto to the Owner

Trustee, to assign the Existing Equipment Subleases as contemplated by this

Agreement and to carry on its business as now conducted, has the requisite

limited partnership power and authority to execute, deliver and perform its

obligations under the Lessee Agreements and has conducted no business or

operations prior to the date hereof (other than those associated with its

organization and capitalization or as contemplated by the Operative Agreements

or the Operative Agreements (as defined in the Other Participation Agreement),

(ii) the General Partner is a limited liability

company duly formed, validly existing and in good standing under the laws of the

State of Delaware and has the power and authority to execute, deliver and

perform its obligations under the Partnership Agreement and each other

organizational document of the Partnership to which the General Partner is a

party,

(iii) the Limited Partner is a limited liability

company duly formed, validly existing and in good standing under the laws of the

State of Delaware and has the power and authority to execute, deliver and

perform its obligations under the Partnership Agreement and each other

organizational document of the Partnership to which the Limited Partner is a

party,

Participation Agreement (TRLI 2001-1B)

(iv) the General Partner and the Limited Partner are

the only partners of the Partnership;

(v) the execution, delivery and performance by each

Partner of the Partnership Agreement and each other organizational document of

the Partner ship to which such Partner is a party (A) have been duly authorized

by all requisite limited liability company or member action of such Partner and

(B) did not and do not (x) violate (i) any provision of law, statute, rule or

regulation, or of the certificate of formation or limited liability company

agreement or other constitutive documents of such Partner, (ii) any order of any

governmental authority or (iii) any provision of any indenture, agreement or

other instrument to which such Partner is a party or by which it or any of its

property is or may be bound, (y) conflict with, result in a breach of or

constitute (alone or with notice, or lapse of time or both) a default under any

such indenture, agreement or other instrument or (z) result in the creation or

imposition of any Lien upon any property or assets of such Partner,

(vi) each of the Partnership Agreement and each other

organizational document of the Partnership has been duly executed and delivered

by each party thereto and constitutes a legal, valid and binding obligation of

each such party enforceable against such party in accordance with its terms,

except as enforceability may be limited by bankruptcy, insolvency,

reorganization, moratorium or similar laws affecting the rights of creditors

generally and by general principles of equity;

(b) each of the Lessee Agreements and the Pass Through

Documents to which the Lessee is a party have been duly authorized by all

necessary limited partnership action of the Lessee and, if required, limited

liability company action of each Partner, this Agreement has been duly executed

and delivered (and in the case of the other Lessee Agreements, such other Lessee

Agreements will on the Closing Date have been duly executed and delivered) by

the General Partner in its capacity as the general partner of the Lessee, and

constitutes (and in the case of the other Lessee Agreements, such other Lessee

Agreements will on the Closing Date constitute) the legal, valid and binding

obligations of the Lessee (assuming the due authorization, execution and

delivery by each other party thereto), enforceable against the Lessee in

accordance with their respective terms except as enforceability may be limited

by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting

the rights of creditors generally and by general principles of equity;

each Lessee Agreement and each Pass Through Document to which Lessee is a party

and compliance by the Lessee with all of the provisions thereof do not and will

not contravene any law or regulation, or any order of any court or governmental

authority or agency applicable to or binding on the Lessee or any of its

properties, or contravene the provisions of, or constitute a default by the

Lessee under, or result in the creation of any Lien (except for Permitted Liens)

upon the property of the Lessee

Participation Agreement (TRLI 2001-1B)

under its organizational documents or any indenture, mortgage, contract or other

agreement or instrument to which the Lessee is a party or by which the Lessee or

any of its properties may be bound or affected;

(d) there are no proceedings pending or, to the knowledge of

the Lessee, threatened against the Lessee or any Partner in any court or before

any governmental authority or arbitration board or tribunal. The Lessee and each

Partner are not subject to any order of any court or governmental authority or

arbitration board or tribunal;

(e) the unaudited balance sheet of the Lessee as at May 17,

2001 fairly presents, in conformity with generally accepted accounting

principles applied on a pro forma basis, the pro forma financial position of the

Lessee as of such date;

(f) no consent, approval or authorization of, or filing,

registration or qualification with, or the giving of notice to, any trustee or

any holder of indebtedness of the Lessee or any governmental authority on the

part of the Lessee is required in the United States or Canada in connection with

the execution and delivery by the Lessee of the Lessee Agreements or in order

for the Lessee to perform its obligations thereunder in accordance with the

terms thereof, other than (i) notices required to be filed with the STB and the

Registrar General of Canada as described in Section 3.2(g), which notices shall

have been filed on the Closing Date, (ii) as may be required under existing

laws, ordinances, governmental rules and regulations to be obtained, given,

accomplished or renewed at any time after the Closing Date in connection with

the operation and maintenance of the Equipment and the Subleases in accordance

with the Operative Agreements which are routine in nature and are not normally

applied for prior to the time they are required, and which the Lessee has no

reason to believe will not be timely obtained, (iii) as may be required under

the Operative Agreements in connection with any refinancing of the Equipment

Notes, (iv) as may be required under the Operative Agreements in consequence of

any transfer of the Beneficial Interest or any transfer of ownership of the

Equipment and (v) filing and recording to perfect the Liens under the Indenture

and the Collateral Agency Agreement as required thereunder;

(g) the Lease, the Lease Supplement, the Indenture and the

Indenture Supplement (each in respect of the Units delivered on the Closing

Date), the Collateral Agency Agreement (or a memorandum with respect to any or

all of such documents), the XXXX Xxxx of Sale, the Xxxx of Sale, the TILC

Assignment, the and the Assignment will on or before the Closing Date be duly

filed with the STB pursuant to 49 U.S.C. Section 11301 and deposited with the

Registrar General of Canada pursuant to Section 105 of the Canada Transportation

Act, and such filing with the STB pursuant to 49 U.S.C. Section 11301 and such

deposit with the Registrar General of Canada will under the laws of the United

States and Canada perfect the Owner Trustee's, the Indenture Trustee's and the

Collateral Agent's rights in such Operative

Participation Agreement (TRLI 2001-1B)

Agreements and in the Units described on Schedule 1 hereto and no other filing,

recording or deposit with, or giving of notice to any other U.S. federal, state

or local government or Canadian national or provincial government or agency

thereof, or any other action, is necessary in order to protect the rights of the

Owner Trustee, the Indenture Trustee and the Collateral Agent in such Operative

Agreements or in such Units in the United States, any state thereof or the

District of Columbia or Canada or any province thereof;

(h) the Equipment described on Schedule 1 hereto is covered

by the insurance required by Section 12 of the Lease and the Pledged Equipment

is covered by the insurance required by Section 6.4 of the Collateral Agency

Agreement, and all premiums due prior to the Closing Date in respect of such

insurance shall have been paid in full and such insurance is in full force and

effect;

(i) (i) no Lease Default has occurred and is continuing and,

to the knowledge of the Lessee, no Event of Loss or event which, with the giving

of notice, the passage of time or both, would constitute an Event of Loss has

occurred and (ii) no Lease Default (as defined in the Other Lease) has occurred

and is continuing;

(j) neither the Lessee nor any Partner is an "investment

company" or an "affiliated person" of an "investment company" within the meaning

of the Investment Company Act of 1940, as amended;

(k) the acquisition by the Owner Participant of the

Beneficial Interest for its own account will not constitute a prohibited

transaction within the meaning of Section 4975(c)(1)(A) through (D) of the Code

or Section 406(a)(1)(A) through (D) of ERISA. The representation made by the

Lessee in the preceding clause is made in reliance upon and subject to the

accuracy of the representation of the Owner Participant in Section 3.5(h) and

the accuracy of the representation of the Initial Purchasers set forth in

Section 4(e) of the Certificate Purchase Agreement;

(l) on the Closing Date, (i) the Lessee shall have and shall

pursuant to the Xxxx of Sale relating to the Equipment described on Schedule 1

hereto convey to the Owner Trustee, all legal and beneficial title to such

Equipment free and clear of all Liens (other than Permitted Liens of the type

described in clause (iii) below with respect to the Existing Equipment Subleases

and in clauses (iii), (iv) and (v) of the definition thereof), and such

conveyance will not be void or voidable under any applicable law; (ii) the

Lessee shall have, and the Assignment to be delivered on the Closing Date shall

assign to the Owner Trustee, all legal and beneficial title to the Existing

Equipment Subleases, and the Lessee shall have all legal and beneficial title to

the Existing Pledged Equipment Leases, free and clear of all Liens (other than

in each case Permitted Liens of the type described in clauses (iii), (iv) and

(v) of the definition thereof), and such assignment will not be void or voidable

under any applicable law; and (iii) all of the Units delivered on the Closing

Date are subject to

Participation Agreement (TRLI 2001-1B)

sublease by Sublessees under the Existing Equipment Subleases on rental and

other terms which are no different, taken as a whole, from those for similar

railcars in the rest of the TILC Fleet;

(m) the written information provided by the Lessee or on

behalf of the Lessee to the Owner Participant and/or the Loan Participant in

each document set forth on Schedule 3.2(m) hereto does not contain any untrue

statement of a material fact and does not omit a material fact necessary to make

the statements contained therein, in light of the circumstances under which they

were made, not misleading. The assumptions and related financial information

relating to the proposed business and operations of the Lessee and the

Partnership Fleet which are contained in the information on Schedule 3.2(m) have

been prepared in good faith based upon information that the Lessee deems fair

and reasonable, and there are no statements or conclusions therein which are

based on or include information known to the Lessee to be misleading in any

material respect or which fail to take into account material information known

to the Lessee regarding the matters stated therein. Certain information

contained in the information on Schedule 3.2(m) (e.g. statistical information

relating to renewal and remarketing of railcars, potential increases in absolute

or nominal railcar lease rates, anticipated utilization, and maintenance costs)

is based on the historical experience of TILC. Subject to the foregoing, there

can be no assurance that past experience will be indicative of future

performance with respect to these or other operating and marketing factors set

forth in the information on Schedule 3.2(m);

(n) the Lessee and the Partners are not engaged in the

business of extending credit for the purposes of purchasing or carrying margin

stock, and no proceeds of the Equipment Note or the Owner Participant's

Commitment as contemplated by this Agreement and the other Operative Agreements

will be used by the Lessee or any Partner for a purpose which violates, or would

be inconsistent with, Section 7 of the Securities Exchange Act of 1934, as

amended, or Regulations T, U and X of the Federal Reserve System. Terms for

which meanings are provided in Regulations T, U and X of the Federal Reserve

System or any regulations substituted therefor, as from time to time in effect,

are used in this Section 3.2(n) with such meanings;

(o) the Lessee is not in violation of any term of any of its

organizational documents or any other agreement or instrument to which it is a

party or by which it may be bound. The Lessee is in compliance with all laws,

ordinances, governmental rules and regulations to which it is subject and the

Lessee has obtained all required licenses, permits, franchises and other

governmental authorizations material to the conduct of its business;

(p) on the Closing Date, all sales, use or transfer taxes,

if any, due and payable upon the purchase of the Equipment described on Schedule

1 hereto by

Participation Agreement (TRLI 2001-1B)

the Lessee from TILC and by the Owner Trustee from the Lessee and upon the lease

thereof by the Owner Trustee to the Lessee and, if applicable, upon the

assignment of the Existing Equipment Subleases from TILC to the Lessee and by

the Lessee to the Owner Trustee will have been paid or such transactions will

then be exempt from any such taxes, and the Lessee will cause any required forms

or reports in connection with such taxes to be filed in accordance with

applicable laws and regulations. No taxes, fees or other charges in connection

with the execution and delivery of the Operative Agreements or the issuance and

sale of the Equipment Note to be delivered on the Closing Date are payable;

(q) no broker's or finder's or placement fee or commission

will be payable with respect to the transactions contemplated by the Operative

Agreements as a result of any action by the Lessee, except for the fees of the

Arrangers, which shall be included in Transaction Costs as provided in this

Agreement, and the Lessee agrees that it will hold the Participants, the

Indenture Trustee, the Pass Through Trustee and the Owner Trustee harmless from

any claim, demand or liability for broker's or finder's or placement fees or

commission alleged to have been incurred as a result of any action by the Lessee

in connection with this transaction;

(r) each Unit delivered on the Closing Date, taken as a

whole, and each major component thereof, complies in all material respects with

all applicable laws and regulations, conforms with the specifications for such

Unit contained in the Appraisal referred to in Section 4.3(a) hereof (to the

extent a copy of such Appraisal or a relevant excerpt therefrom has been

delivered to the Lessee) and is substantially complete such that it is ready and

available to operate in commercial service and otherwise perform the function

for which it was designed; and the railcar identification marks shown on

Schedule 1 are the marks presently used on the Units of Equipment set forth on

Schedule 1; and

(s) neither the Lessee nor any Partner is subject to

regulation as a "holding company," an "affiliate" of a "holding company," or a

"subsidiary company" of a "holding company," within the meaning of the Public

Utility Holding Company Act of 1935, as amended.

Section 3.3 Representations and Warranties of the Indenture Trustee.

The Indenture Trustee represents and warrants to the Owner Participant, the

Owner Trustee, the Pass Through Trustee, TILC, TRMI and the Lessee that, as of

the date hereof:

(a) the Indenture Trustee is a national banking association

duly incorporated, validly existing and in good standing under the laws of the

United States and has the full corporate power, authority and legal right under

the laws of the State of Illinois and the United States pertaining to its

banking, trust and fiduciary powers to execute, deliver and perform its

obligations under each of the Indenture Trustee Agreements;

Participation Agreement (TRLI 2001-1B)

(b) the execution, delivery and performance by the Indenture

Trustee of each of the Indenture Trustee Agreements have been duly authorized by

the Indenture Trustee and will not violate any applicable federal or Illinois

law governing its banking or trust powers or its charter documents or bylaws or

the provisions of any indenture, mortgage, contract or other agreement to which

it is a party or by which it or any of its properties may be bound or affected;

constitutes, and each of the other Indenture Trustee Agreements, when executed

and delivered, will constitute (assuming the due authorization, execution and

delivery by each other party thereto) the legal, valid and binding obligation of

the Indenture Trustee, enforceable against the Indenture Trustee in accordance

with its terms except as enforceability may be limited by bankruptcy,

insolvency, reorganization, moratorium or similar laws affecting the rights of

creditors generally and by general principles of equity;

(d) there are no proceedings pending or, to the knowledge of

the Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee

there is no existing basis for any such proceedings, against or affecting the

Indenture Trustee in or before any court or before any governmental authority or

arbitration board or tribunal which, individually or in the aggregate, if

adversely determined, might impair the ability of the Indenture Trustee to

perform its obligations under the Indenture Trustee Agreements;

(e) no authorization or approval or other action by, and no

notice to or filing with, any stockholder, trustee or holder of indebtedness or

any federal or Illinois state governmental authority or regulatory body

governing the Indenture Trustee in its trust capacity, is required for the due

execution, delivery and performance by the Indenture Trustee of the Indenture

Trustee Agreements, except as have been previously obtained, given or taken;

(f) the Indenture Trustee is not in default under any of the

Indenture Trustee Agreements; and

(g) neither the Indenture Trustee, nor any Person authorized

to act on behalf of the Indenture Trustee, has directly or indirectly offered

any interest in the Trust Estate or the Equipment Note or any security similar

to either thereof related to this transaction for sale to, or solicited offers

to buy any of the same from, or otherwise approached or negotiated with respect

to any of the same with, any Person other than the Pass Through Trustee and the

Initial Purchasers.

Section 3.4 Representations, Warranties and Covenants Regarding

Beneficial Interest, Equipment Note and Pass Through Certificates.

Participation Agreement (TRLI 2001-1B)

(a) Owner Trustee and Trust Company. Each of the Owner

Trustee and the Trust Company represents and warrants to the Lessee, the

Indenture Trustee, the Pass Through Trustee, TILC, TRMI and the Owner

Participant that, as of the date hereof and as of the Closing Date, except as

expressly provided in the Operative Agreements, neither the Owner Trustee, nor

the Trust Company nor any Person authorized or employed by the Owner Trustee or

the Trust Company as agent or otherwise has directly or indirectly offered or

sold any interest in the Beneficial Interest, the Equipment Note, the Pass

Through Certificates or any part thereof, or in any similar security or lease,

the offering of which for the purposes of the Securities Act would be deemed to

be part of the same offering as the offering of the Beneficial Interest, the

Equipment Note, the Pass Through Certificates or any part thereof or solicited

any offer to acquire any of the same in violation of the registration

requirements of Section 5 of the Securities Act.

(b) Lessee. The Lessee represents and warrants to the Owner

Trustee, the Indenture Trustee, the Owner Participant and the Pass Through

Trustee that, as of the date hereof and as of the Closing Date, neither the

Lessee nor any Person authorized or employed by the Lessee as agent or otherwise

has directly or indirectly offered or sold any interest in the Beneficial

Interest, the Equipment Note, the Pass Through Certificates or any part thereof,

the offering of which for the purposes of the Securities Act would be deemed to

be part of the same offering as the offering of the Beneficial Interest, the

Equipment Note, the Pass Through Certificates or any part thereof or solicited

any offer to acquire any of the same in violation of the registration

requirements of Section 5 of the Securities Act.

the Indenture Trustee, the Owner Participant and the Pass Through Trustee that,

as of the date hereof and as of the Closing Date, neither TRMI nor any Person

authorized or employed by TRMI as agent or otherwise has directly or indirectly

offered or sold any interest in the Beneficial Interest, the Equipment Note, the

Pass Through Certificates or any part thereof, the offering of which for the

purposes of the Securities Act would be deemed to be part of the same offering

as the offering of the Beneficial Interest, the Equipment Note, the Pass Through

Certificates or any part thereof or solicited any offer to acquire any of the

same in violation of the registration requirements of Section 5 of the

Securities Act.

(d) TILC. TILC represents and warrants to the Owner Trustee,

the Indenture Trustee, the Owner Participant and the Pass Through Trustee that,

as of the date hereof and as of the Closing Date, neither TILC nor any Person

authorized or employed by TILC as agent or otherwise has directly or indirectly

offered or sold any interest in the Beneficial Interest, the Equipment Note, the

Pass Through Certificates or any part thereof, the offering of which for the

purposes of the Securities Act would be deemed to be part of the same offering

as the offering of the Beneficial Interest, the Equipment Note, the Pass Through

Certificates or any part

Participation Agreement (TRLI 2001-1B)

thereof or solicited any offer to acquire any of the same in violation of the

registration requirements of Section 5 of the Securities Act.

(e) Owner Participant. The Owner Participant represents and

warrants to the Owner Trustee, the Indenture Trustee, TILC, TRMI, the Lessee and

the Pass Through Trustee that, as of the date hereof and as of the Closing Date,

neither the Owner Participant nor any Person authorized or employed by the Owner

Participant as agent or otherwise has directly or indirectly offered or sold any

interest in the Beneficial Interest, the Equipment Note, the Pass Through

Certificates or any part thereof, or in any similar security or lease, the

offering of which for the purposes of the Securities Act would be deemed to be

part of the same offering as the offering of the Beneficial Interest, the

Equipment Note, the Pass Through Certificates or any part thereof or solicited

any offer to acquire any of the same in violation of the registration

requirements of Section 5 of the Securities Act.

(f) Pass Through Trustee. The Pass Through Trustee

represents and warrants to the Owner Trustee, the Indenture Trustee, TILC, TRMI,

the Lessee and the Owner Participant that, as of the date hereof and as of the

Closing Date, neither the Pass Through Trustee nor any Person authorized or

employed by the Pass Through Trustee as agent or otherwise has directly or

indirectly offered or sold any interest in the Beneficial Interest, the

Equipment Note, the Pass Through Certificates or any part thereof, the offering

of which for the purposes of the Securities Act would be deemed to be part of

the same offering as the offering of the Beneficial Interest, the Equipment

Note, the Pass Through Certificates or any part thereof or solicited any offer

to acquire any of the same in violation of the registration requirements of

Section 5 of the Securities Act.

(g) Future Actions. Each of the Owner Trustee, the Trust

Company, the Owner Participant, the Lessee, TILC, TRMI, the Indenture Trustee

and the Pass Through Trustee agrees, as to its own actions only, severally but

not jointly, that neither the Owner Trustee, the Trust Company, the Owner

Participant, the Lessee, TILC, TRMI, the Indenture Trustee nor the Pass Through

Trustee nor anyone acting on behalf of the Owner Trustee, the Trust Company, the

Owner Participant, the Lessee, TILC, TRMI, the Indenture Trustee or the Pass

Through Trustee will offer the Beneficial Interest, the Equipment Note, the Pass

Through Certificates or any part thereof or any similar interest for issue or

sale to any prospective purchaser, or solicit any offer to acquire any of the

Beneficial Interest, the Equipment Note, the Pass Through Certificates or any

part thereof so as to cause Section 5 of the Securities Act to apply to the

issuance and sale of the Beneficial Interest, the Equipment Note, the Pass

Through Certificates or any part thereof.

Section 3.5 Representations and Warranties of the Owner Participant.

The Owner Participant represents and warrants to the Owner Trustee, the

Indenture

Participation Agreement (TRLI 2001-1B)

Trustee, the Pass Through Trustee, TILC, TRMI and the Lessee that, as of the

date hereof:

(a) the Owner Participant is a limited partnership duly

formed, validly existing and in good standing under the laws of the State of

Delaware and has full limited partnership power and authority to carry on its

business as now conducted;

(b) the Owner Participant has the requisite limited

partnership power and authority to execute, deliver and perform its obligations

under the Owner Participant Agreements, and the execution, delivery and

performance by it thereof do not and will not contravene any law or regulation,

or any order of any court or governmental authority or agency applicable to or

binding on the Owner Participant or any of its properties, or contravene the

provisions of, or constitute a default under, or result in the creation of any

Lien (other than such as are created by the Operative Agreements) upon the

Equipment under, its Certificate of Limited Partnership, limited partnership

agreement or any indenture, mortgage, contract or other agreement or instrument

to which the Owner Participant is a party or by which it or any of its

properties may be bound or affected;

authorized by all necessary actions on the part of the Owner Participant and its

general partner, do not require any approval not already obtained of the

partners of the Owner Participant or any approval or consent not already

obtained of any trustee or holders of indebtedness or obligations of the Owner

Participant, have been, or on or before the Closing Date will be, duly executed

and delivered by the general partner of the Owner Participant in its capacity as

general partner of the Owner Participant and (assuming the due authorization,

execution and delivery by each other party thereto) constitute, or will

constitute, the legal, valid and binding obligations of the Owner Participant,

enforceable against the Owner Participant in accordance with their respective

terms, except as enforceability may be limited by bankruptcy, insolvency,

moratorium or other similar laws affecting the rights of creditors generally and

by general principles of equity;

(d) no authorization or approval or other action by, and no

notice to or filing with, any governmental authority or regulatory body is

required for the due execution, delivery or performance by the Owner Participant

of the Trust Agreement, the Tax Indemnity Agreement or this Agreement;

(e) the Trust Estate is free and clear of any Lessor's Lien

attributable to the Owner Participant;

(f) there are no pending or, to the Owner Participant's

knowledge, threatened actions or proceedings against the Owner Participant

before any court or administrative agency which would materially adversely

affect the Owner

Participation Agreement (TRLI 2001-1B)

Participant's ability to perform its obligations under the Trust Agreement, the

Tax Indemnity Agreement or this Agreement;

(g) as of the Closing Date, the Owner Participant is

purchasing the Beneficial Interest to be acquired by it for its own account with

no present intention of distributing such Beneficial Interest or any part

thereof in any manner which would violate the Securities Act, but without

prejudice, however, to the right of the Owner Participant at all times to sell

or otherwise dispose of all or any part of such Beneficial Interest in

compliance with the Securities Act and any state securities or "blue sky" laws;

provided, however, that subject to the provisions of Section 6.1, the

disposition of the Beneficial Interest shall at all times be within the Owner

Participant's control. The Owner Participant acknowledges that its Beneficial

Interest has not been registered under the Securities Act, and that neither the

Owner Participant, the Owner Trustee, Trust Company, the Lessee, TRMI nor TILC

contemplates filing, or is legally required to file, any such registration

statement. Notwithstanding the foregoing, the Owner Participant makes no

representation that the Beneficial Interest is a "security" within the meaning

of such term under the Securities Act;

(h) with respect to the source of the amount to be invested

by the Owner Participant pursuant to Section 2.2, no part of such amount

constitutes assets of any employee benefit plan subject to Title I of ERISA or

Section 4975 of the Code; and

(i) no broker's or finder's or placement fee or commission

will be payable with respect to the transactions contemplated by the Operative

Agreements as a result of any action by the Owner Participant, and the Owner

Participant agrees that it will hold TILC, TRMI, the Lessee, the Indenture

Trustee, the Loan Participant and the Owner Trustee harmless from any claim,

demand or liability for broker's or finder's or placement fees or commission

alleged to have been incurred as a result of any action by the Owner Participant

in connection with this transaction.

Section 3.6 Representations and Warranties of TILC. TILC represents and

warrants to each of the Owner Trustee, the Indenture Trustee and the

Participants, as of the date hereof:

(a) TILC is a corporation duly organized, validly existing,

and in good standing under the laws of the State of Delaware, is duly licensed

or qualified and in good standing in each jurisdiction in which the failure to

so qualify would have a material adverse effect on its ability to carry on its

business as now conducted or to execute, deliver and perform its obligations

under the TILC Agreements, has the power and authority to carry on its business

as now conducted, and has the requisite power and authority to execute, deliver

and perform its obligations under the TILC Agreements;

Participation Agreement (TRLI 2001-1B)

(b) the TILC Agreements have been duly authorized by all

necessary corporate action, and are, or will on the Closing Date be, duly

executed and delivered by TILC, and (assuming the due authorization, execution

and delivery by each other party thereto) constitute or, will on the Closing

Date constitute, the legal, valid and binding obligations of TILC, enforceable

against TILC in accordance with their respective terms except as enforceability

may be limited by bankruptcy, insolvency, reorganization, moratorium or similar

laws affecting the rights of creditors generally and by general principles of

equity;

TILC Agreement and compliance by TILC with all of the provisions thereof do not

and will not contravene (i) any law or regulation, or any order of any court or

governmental authority or agency applicable to or binding on TILC or any of its

properties, or (ii) the provisions of, or constitute a default by TILC under,

its certificate of incorporation or bylaws or (iii) any indenture, mortgage,

contract or other agreement or instrument to which TILC is a party or by which

TILC or any of its properties may be bound or affected except, with respect to

clause (iii), where such contravention would not materially adversely affect

TILC's ability to perform its obligations under the TILC Agreements or

materially adversely affect its financial condition or business;

(d) there are no proceedings pending or, to the knowledge of

TILC, threatened against TILC in any court or before any governmental authority

or arbitration board or tribunal which, if adversely determined, would

materially adversely affect TILC's ability to perform its obligations under the

TILC Agreements or materially adversely affect its financial condition or

business;

(e) TILC is not in violation of any term of any charter

instrument or bylaw or any other material agreement or instrument to which it is

a party or by which it may be bound except where such violation would not

materially adversely affect TILC's ability to perform its obligations under the

TILC Agreements or materially adversely affect its financial condition or

business. TILC is in compliance with all laws, ordinances, governmental rules

and regulations to which it is subject, the failure to comply with which would

have a material and adverse effect on its operations or condition, financial or

otherwise, or would impair the ability of TILC to perform its obligations under

the TILC Agreements, and has obtained all required licenses, permits, franchises

and other governmental authorizations material to the conduct of its business;

(f) no consent, approval or authorization of, or filing,

registration or qualification with, or the giving of notice to, any trustee or

any holder of indebtedness of TILC or any governmental authority on the part of

TILC is required in the United States in connection with the execution and

delivery by TILC of the TILC Agreements, or is required to be obtained in order

for TILC to perform its

Participation Agreement (TRLI 2001-1B)

obligations thereunder in accordance with the terms thereof, other than (i) as

may be required under existing laws, ordinances, governmental rules and

regulations to be obtained, given, accomplished or renewed at any time after the

Closing Date in connection with the performance of its obligations under the

TILC Agreements and which are routine in nature and are not normally applied for

prior to the time they are required, and which TILC has no reason to believe

will not be timely obtained or (ii) as may be required under the Operative

Agreements in consequence of any transfer of ownership of the Equipment

occurring after the Closing Date;

(g) to the best knowledge of TILC, no casualty event or

other event that may constitute an Event of Loss under the Lease has occurred as

of the date of this Agreement with respect to any Unit delivered on the Closing

Date;

(h) (i) TILC shall have, and the XXXX Xxxx of Sale to be

delivered on the Closing Date shall convey to the Lessee, all legal and

beneficial title to the Units which are being delivered on the Closing Date,

free and clear of all Liens (other than Permitted Liens of the type described in

clause (ii) below with respect to the Existing Equipment Subleases, and in

clauses (iii), (iv) and (v) of the definition thereof), and such conveyance will

not be void or voidable under any applicable law; (ii) TILC shall have, and the

TILC Assignment to be delivered on the Closing Date shall assign to the Lessee,

all legal and beneficial title to the Existing Equipment Subleases, free and

clear of all Liens (other than subleases of the Existing Equipment Subleases by

the Sublessees as expressly permitted by the Existing Equipment Subleases and

other than Permitted Liens of the type described in clauses (iii), (iv) and (v)

of the definition thereof), and such assignment will not be void or voidable

under any applicable law; (iii) all of the Units being delivered on the Closing

Date other than an immaterial amount shall be subject to sublease by the

Sublessees under the Existing Equipment Subleases on rental and other terms

which are no different, taken as a whole, from those for similar railcars in the

rest of the TILC Fleet;

(i) all sales, use or transfer taxes, if any, due and

payable upon the sale of the Equipment and assignment of Existing Equipment

Subleases by TILC to the Lessee will have been paid or such transactions will

then be exempt from any such taxes and TILC will cause any required forms or

reports in connection with such taxes to be filed in accordance with applicable

laws and regulations;

(j) all Units delivered on the Closing Date are

substantially similar in terms of objectively identifiable characteristics that

are relevant for purposes of the services to be performed by TILC under the

Management Agreement to the equipment in the TILC Fleet;

(k) in selecting the Units to be sold on the Closing Date to

the Lessee pursuant to the XXXX Xxxx of Sale, TILC has not discriminated against

the

Participation Agreement (TRLI 2001-1B)

Lessee in a negative fashion when such Units are compared with the other

equipment in the TILC Fleet;

(l) the written information provided by TILC or on behalf of

TILC to the Owner Participant and/or the Loan Participant in each document set

forth on Schedule 3.2(m) hereto does not contain any untrue statement of a

material fact and does not omit a material fact necessary to make the statements

contained therein, in light of the circumstances under which they were made, not

misleading. The assumptions and related financial information relating to the

proposed business and operations of TILC and the Partnership Fleet which are

contained in the information on Schedule 3.2(m) have been prepared in good

faith based upon information that TILC deems fair and reasonable, and there are

no statements or conclusions therein which are based on or include information

known to TILC to be misleading in any material respect or which fail to take

into account material information known to TILC regarding the matters stated

therein. Certain information contained in the information on Schedule 3.2(m)

(e.g. statistical information relating to renewal and remarketing of railcars,

potential increases in absolute or nominal railcar lease rates, anticipated

utilization, and maintenance costs) is based on the historical experience of

TILC. Subject to the foregoing, there can be no assurance that past experience

will be indicative of future performance with respect to these or other

operating and marketing factors set forth in the information on Schedule 3.2(m);

(m) the representations and warranties of the Lessee

contained in Section 3.2(h), clause (iii) of Section 3.2(l), the first sentence

of Section 3.2(p) and in Section 3.2(r) (to the extent a copy of such Appraisal

or a relevant excerpt therefrom has been delivered to TILC) are true and correct

as of the date hereof;

(n) TILC is not in default under any Existing Equipment Sub

leases or Existing Pledged Equipment Leases, and, to the best of the TILC's

knowledge, there are (i) no defaults by any Sublessee or Pledged Equipment

Lessee thereunder existing as of the date hereof under the Existing Equipment

Subleases or Existing Pledged Equipment Leases, except such defaults as are not

material and (ii) no claims or liabilities arising as a result of the operation

or use of any Unit described on Schedule 1 hereto prior to the date hereof as to

which the Lessor, as owner of the Units delivered on the Closing Date, would be

liable;

(o) as of the Closing Date, TILC shall have provided, or

caused to be provided, in either case in accordance with the terms of the

relevant Existing Equipment Sublease, a notice relating to each Existing

Equipment Sublease (which notice shall be substantially in the form attached

hereto as Exhibit D) to the related Sublessee under such Existing Equipment

Sublease;

(p) (i) the balance sheet of TILC as of March 31, 2000, and

the related statements of operations, stockholders' equity and cash flows for

the period

Participation Agreement (TRLI 2001-1B)

then ended, and (ii) the balance sheet of TILC as of December 31, 2000 and the

related statements of income and cash flows of TILC for the nine month period

beginning on April 1, 2000 and ending on December 31, 2000, have been prepared

in accordance with generally accepted accounting principles (except as may be

stated in the notes thereto and except, with respect to interim financial

statements, for year- end audit adjustments), consistently applied, and fairly

set forth, in all material respects, the financial condition of TILC as of such

dates and the results of their operations and cash flows for such periods; and

(q) TILC is not engaged in the business of extending credit

for the purposes of purchasing or carrying margin stock, and no proceeds of the

Equipment Note or the Owner Participant's Commitment as contemplated by this

Agreement and the other Operative Agreements will be used by TILC for a purpose

which violates, or would be inconsistent with, Section 7 of the Securities

Exchange Act of 1934, as amended, or Regulations T, U and X of the Federal

Reserve System. Terms for which meanings are provided in Regulations T, U and X

of the Federal Reserve System or any regulations substituted therefor, as from

time to time in effect, are used in this Section 3.6(q) with such meanings.

Section 3.7 Representations and Warranties of TRMI. TRMI represents and

warrants to the Indenture Trustee, the Owner Trustee and the Participants, as of

the date hereof:

(a) TRMI is a corporation duly organized, validly existing,

and in good standing under the laws of the State of Delaware, is duly licensed

or qualified and in good standing in each jurisdiction in which the failure to

so qualify would have a material adverse effect on its ability to carry on its

business as now conducted or to execute, deliver and perform its obligations

under the TRMI Agreements, has the power and authority to carry on its business

as now conducted, and has the requisite power and authority to execute, deliver

and perform its obligations under the TRMI Agreements;

(b) the TRMI Agreements have been duly authorized by all

necessary corporate action, executed and delivered by TRMI, and (assuming the

due authorization, execution and delivery by each other party thereto)

constitute the legal, valid and binding obligations of TRMI, enforceable against

TRMI in accordance with their respective terms except as enforceability may be

limited by bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting the rights of creditors generally and by general principles of equity;

TRMI Agreement and compliance by TRMI with all of the provisions thereof do not

and will not contravene (i) any law or regulation, or any order of any court or

governmental authority or agency applicable to or binding on TRMI or any of its

Participation Agreement (TRLI 2001-1B)

properties, or (ii) the provisions of, or constitute a default by TRMI under,

its certificate of incorporation or bylaws or (iii) any indenture, mortgage,

contract or other agreement or instrument to which TRMI is a party or by which

TRMI or any of its properties may be bound or affected except, with respect to

clause (iii) above, where such contravention would not materially adversely

affect TRMI's ability to perform its obligations under the TRMI Agreements or

materially adversely affect its financial condition or business;

(d) there are no proceedings pending or, to the knowledge of

TRMI, threatened against TRMI in any court or before any governmental authority

or arbitration board or tribunal which, if adversely determined, would

materially adversely affect TRMI's ability to perform its obligations under the

TRMI Agreements or materially adversely affect its financial condition or

business;

(e) TRMI is not in violation of any term of any charter

instrument or bylaw or any other material agreement or instrument to which it is

a party or by which it may be bound except where such violation would not

materially adversely affect TRMI's ability to perform its obligations under the

TRMI Agreements or materially adversely affect its financial condition or

business. TRMI is in compliance with all laws, ordinances, governmental rules

and regulations to which it is subject, the failure to comply with which would

have a material and adverse effect on its operations or condition, financial or

otherwise, or would impair the ability of TRMI to perform its obligations under

the TRMI Agreements, and has obtained all licenses, permits, franchises and

other governmental authorizations material to the conduct of its business;

(f) no consent, approval or authorization of, or filing,

registration or qualification with, or the giving of notice to, any trustee or

any holder of indebtedness of TRMI or any governmental authority on the part of

TRMI is required in the United States in connection with the execution and

delivery by TRMI of the TRMI Agreements, or is required to be obtained in order

for TRMI to perform its obligations thereunder in accordance with the terms

thereof, other than those which (i) are routine in nature and are not normally

applied for prior to the time they are required, and which TRMI has no reason to

believe will not be timely obtained or (ii) the failure to obtain would not have

a material and adverse effect on its operations or condition, financial or

otherwise, or would impair the ability of TRMI to perform its obligations under

the TRMI Agreements;

(g) the written information provided by TRMI or on behalf of

TRMI to the Owner Participant and/or the Loan Participant in each document set

forth on Schedule 3.2(m) hereto as of the date such information was provided to

the Owner Participant and/or the Loan Participant, as the case may be, did not

contain any untrue statement of a material fact and did not omit a material fact

necessary to make the statements contained therein, in light of the

circumstances under which

Participation Agreement (TRLI 2001-1B)

they were made, not misleading. No representation or warranty is given with

respect to any forecasts or projections included therein or omitted therefrom;

(h) the representations and warranties of the Lessee

contained in Sections 3.2(a), (b), (c), (d), (e), (f), (g), (i), (j), (k),

clauses (i) and (ii) of (l), (m), (n), (o), (p) other than the first sentence

thereof, (q) and (s) are true and correct as of the date hereof (except with

respect to representations and warranties made as of an earlier date, in which

case such representations and warranties shall be true as of such earlier date);

and

(i) (x) the balance sheet of TRMI as of March 31, 2000, and

the related statements of operations, stockholders' equity and cash flows for

the period then ended, and (y) the balance sheet of TRMI as of December 31, 2000

and the related statements of income and cash flows of TRMI for the nine month

period beginning on April 1, 2000 and ending on December 31, 2000, have been

prepared in accordance with generally accepted accounting principles (except as

may be stated in the notes thereto and except, with respect to interim financial

statements, for year- end audit adjustments), consistently applied, and fairly

set forth, in all material respects, the financial condition of TRMI as of such

dates and the results of their operations and cash flows for the periods then

ended.

Section 3.8 Representations and Warranties of the Pass Through Trustee.

The Pass Through Trustee represents and warrants to the Owner Trustee, the

Indenture Trustee, the Owner Participant, TILC, TRMI and the Lessee that, as of

the date hereof:

(a) the Pass Through Trustee is a national banking

association duly organized and validly existing in good standing under the laws

of the United States of America and has the full corporate power, authority and

legal right under the laws of the United States of America and the State of

Illinois pertaining to its banking, trust and fiduciary powers to execute,

deliver and perform its obligations under the Pass Through Trustee Agreements

and the Pass Through Documents to which it is a party;

(b) this Agreement has been, and on the Closing Date, each

of the other Pass Through Trustee Agreements will have been, duly authorized,

executed and delivered by the Pass Through Trustee; this Agreement constitutes,

and on the Closing Date, each of the other Pass Through Trustee Agreements will

constitute, the legal, valid and binding obligations of the Pass Through

Trustee, enforceable against the Pass Through Trustee in accordance with their

respective terms except as enforceability may be limited by bankruptcy,

insolvency, reorganization, moratorium or similar laws affecting the rights of

creditors generally and by general principles of equity;

Participation Agreement (TRLI 2001-1B)

Through Trustee of each of the Pass Through Trustee Agreements, the purchase by

the Pass Through Trustee of the Equipment Note pursuant to this Agreement, and

the issuance of the Pass Through Certificates pursuant to the Pass Through Trust

Agreement, do not contravene any law, rule or regulation of any federal or

Illinois governmental authority or agency regulating the Pass Through Trustee's

banking, trust or fiduciary powers or any judgment or order applicable to or

binding on the Pass Through Trustee and do not contravene or result in any

breach of, or constitute a default under, the Pass Through Trustee's articles of

association or bylaws or any agreement or instrument to which the Pass Through

Trustee is a party or by which it or any of its properties may be bound or

affected;

(d) neither the execution and delivery by the Pass Through

Trustee of each of the Pass Through Trustee Agreements nor the consummation by

the Pass Through Trustee of any of the transactions contemplated thereby,

requires the consent or approval of, the giving of notice to, or the

registration with, or the taking of any other action with respect to, any

federal or Illinois governmental authority or agency regulating the Pass Through

Trustee's banking, trust or fiduciary powers;

(e) there are no pending or, to its knowledge, threatened

actions or proceedings against the Pass Through Trustee before any court or

administrative agency which individually or in the aggregate, if determined

adversely to it, would materially adversely affect the ability of the Pass

Through Trustee to perform its obligations under any of the Pass Through Trustee

Agreements;

(f) the Pass Through Trustee is not in default under any

Pass Through Trustee Agreement;

(g) the Pass Through Trustee does not directly or indirectly

control, and is not directly or indirectly controlled by or under common control

with, the Owner Participant, the Owner Trustee, the Initial Purchasers, TILC,

TRMI or the Lessee;

(h) the Pass Through Trustee is purchasing the Equipment

Note for the purposes contemplated by the Operative Agreements and not with a

view to the transfer or distribution of any Equipment Note to any other Person,

except as contemplated by the Operative Agreements; and

(i) except for the issue and sale of the Pass Through

Certificates contemplated hereby and by the other Pass Through Trustee

Agreements, the Pass Through Trustee has not directly or indirectly offered any

Equipment Note or Pass Through Certificate or any interest in or to the Trust

Estate, the Trust Agreement or any similar interest for sale to, or solicited

any offer to acquire any of the same from, anyone other than the Owner Trustee

and the Owner Participant, and the Pass

Participation Agreement (TRLI 2001-1B)

Through Trustee has not authorized anyone to act on its behalf to offer directly

or indirectly any Equipment Note, any Pass Through Certificate or any interest

in and to the Trust Estate, the Trust Agreement or any similar interest related

to this transaction for sale to, or to solicit any offer to acquire any of the

same from, any Person other than the Owner Trustee and the Owner Participant.

Section 3.9 Opinion Acknowledgment. Each of the parties hereto, with

respect to such party, expressly consents to the rendering by its counsel of the

opinion referred to in Section 4.1(e) and acknowledges that such opinion shall

be deemed to be rendered at the request and upon the instructions of such party.

SECTION 4. CLOSING CONDITIONS.

Section 4.1 Conditions Precedent to Investment by Each Participant. The

obligation of each Participant to make the investment specified with respect to

such Participant in Section 2 on the Closing Date shall be subject to the

satisfaction or waiver of the following conditions precedent on or before August

31, 2001 (except that the obligations of any Person shall not be subject to such

Person's own performance or compliance):

(a) Execution of Operative Agreements. On or before the

Closing Date, the Lease, the Lease Supplement in respect of the Units delivered

on the Closing Date, the Indenture, the Indenture Supplement in respect of the

Units delivered on the Closing Date, the Equipment Note, the Transfer and

Assignment Agreement, the XXXX Xxxx of Sale, the TILC Assignment, the Xxxx of

Sale, the Assignment and the OP Guaranty shall each be satisfactory in form and

substance to such Participant, shall have been duly executed and delivered by

the parties thereto (except that the execution and delivery of the documents

referred to above (other than this Agreement) by a party hereto or thereto shall

not be a condition precedent to such party's obligations hereunder), shall each

be in full force and effect, and executed counterparts of each shall have been

delivered to such Participant or its counsel on or before the Closing Date; and

no event shall have occurred and be continuing that constitutes a Lease Default

or an Indenture Default.

(b) The Operative Agreements (as defined in the Other

Participation Agreement) remain in full force and effect.

(except as expressly stated below), the Lessee shall have caused the Lease, the

Lease Supplement, the Indenture and the Indenture Supplement (each in respect of

Units delivered on the Closing Date), the XXXX Xxxx of Sale, the Xxxx of Sale,

the TILC Assignment and the Assignment to be duly filed, recorded and deposited

in memorandum form with the STB in conformity with 49 U.S.C. Section 11301 and

with the Registrar General of Canada pursuant to Section 105 of the Canada

Transportation Act, and all necessary actions shall have been taken to cause

publication of notice of

Participation Agreement (TRLI 2001-1B)

such deposit in The Canada Gazette in accordance with said Section 105 and all

appropriate Uniform Commercial Code financing statements to be filed where

necessary or reasonably advisable within 10 days after the Closing Date, and the

Lessee shall furnish the Indenture Trustee, the Owner Trustee, the Collateral

Agent and each Participant proof thereof. Without limiting the representations

and warranties set forth in any Operative Agreement, by such recording or

filing of the Lease (or a financing statement or similar notice thereof), the

Owner Trustee and the Lessee are not acknowledging or implying that the Lease

constitutes a "security agreement" or creates a "security interest" within the

meaning of the Uniform Commercial Code in any applicable jurisdiction.

(d) Representations and Warranties of the Lessee. On the

Closing Date, the representations and warranties of the Lessee contained in

Section 3.2 and Section 3.4(b) hereof shall be true and correct in all material

respects as of the Closing Date as though then made on and as of such date,

except to the extent that such representations and warranties relate solely to

an earlier date (in which case such representations and warranties were true and

correct on and as of such earlier date), and each of the Owner Trustee, the

Indenture Trustee and the Participants shall have received an Officer's

Certificate to such effect dated such date from the General Partner of the

Lessee certifying to the foregoing matters, and the Lessee shall have performed

and complied with all agreements and conditions herein contained which are

required to be performed or complied with by the Lessee on or before said date.

(e) Representations and Warranties of the Owner Trustee. On

the Closing Date, the representations and warranties of the Trust Company and

the Owner Trustee contained in Section 3.1 and Section 3.4(a) shall be true and

correct in all material respects as of the Closing Date as though then made on

and as of such date except to the extent that such representations and

warranties relate solely to an earlier date (in which case such representations

and warranties were true and correct on and as of such earlier date), and each

of the Lessee, the Indenture Trustee, TILC, TRMI and the Participants shall have

received an Officer's Certificate to such effect dated such date from the Trust

Company (in respect of the Trust Company) and the Owner Trustee (in respect of

the Owner Trustee), and the Trust Company and the Owner Trustee shall have

performed and complied with all agreements and conditions herein contained

which are required to be performed or complied with by the Trust Company and the

Owner Trustee, respectively, on or before said date.

(f) Opinions of Counsel. On the Closing Date, the Owner

Trustee, the Indenture Trustee and each Participant shall have received the

favorable written opinion of each of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx

(Illinois), special counsel for the Lessee, TILC and TRMI, substantially in the

form of the corresponding opinion delivered in connection with the closing under

the Other Participation Agreement, (ii) counsel for the Lessee, TILC and TRMI

(which counsel shall be the General Counsel of Trinity), substantially in the

form of the corresponding opinion delivered in connection with the closing under

the Other

Participation Agreement (TRLI 2001-1B)

Participation Agreement, (iii) Xxxxxxx Xxxx LLP, counsel to the Owner Trustee,

substantially in the form of the corresponding opinion delivered in connection

with the closing under the Other Participation Agreement, (iv) Winston & Xxxxxx,

special counsel to the Owner Participant, substantially in the form of the

corresponding opinion delivered in connection with the closing under the Other

Participation Agreement, (v) Xxxxxx Xxxxxx Capital Corporation Legal Department,

counsel to the Owner Participant, substantially in the form of the corresponding

opinion delivered in connection with the closing under the Other Participation

Agreement, (vi) Xxxxxx X. Xxxx, Assistant Counsel to the Indenture Trustee,

substantially in the form of the corresponding opinion delivered in connection

with the closing under the Other Participation Agreement, (vii) Xxxxxx & Xxxxxx,

special STB counsel, substantially in the form of the corresponding opinion

delivered in connection with the closing under the Other Participation

Agreement, (viii) XxXxxxxx Xxxxxxxx, special Canadian counsel, substantially in

the form of the corresponding opinion delivered in connection with the closing

under the Other Participation Agreement, (ix) Xxxxxxx & Xxxxx L.L.P., special

counsel for the Collateral Agent, substantially in the form of the corresponding

opinion delivered in connection with the closing under the Other Participation

Agreement and (x) Xxxxxx X. Xxxx, Assistant Counsel to the Pass Through Trustee,

substantially in the form of the corresponding opinion delivered in connection

with the closing under the Other Participation Agreement.

(g) Title. On the Closing Date, after giving effect to the

transactions contemplated hereby, (i) the Owner Trustee shall have all legal

and beneficial title to each Unit to be delivered on the Closing Date, free and

clear of all Liens (other than Permitted Liens of the type described in clause

(ii) below with respect to the Existing Equipment Subleases, and in clauses

(iii), (iv) and (v) of the definition thereof), (ii) the Owner Trustee shall

have received all right, title and interest of the Lessee in and to the Existing

Equipment Subleases, free and clear of all Liens (other than subleases of the

Existing Equipment Subleases by the Sublessees as expressly permitted by the

Existing Equipment Subleases and other than Permitted Liens of the type

described in clauses (iii), (iv) and (v) of the definition thereof) and (iii)

each Sublessee under an Existing Equipment Sublease shall have been notified of

the assignment thereof to the Owner Trustee.

(h) Bills of Sale; Assignments. On the Closing Date, each of

the following documents shall each have been duly executed and delivered: (i)

the XXXX Xxxx of Sale and the Xxxx of Sale, in each case in form and substance

reasonably satisfactory to the Lessee, the Owner Trustee, the Indenture Trustee

and the Pass Through Trustee, dated such date and covering the Units to be

delivered on such date, transferring to the Owner Trustee and the Lessee,

respectively, legal and beneficial title to such Units free and clear of all

Liens (other than Permitted Liens of the type described in clause (ii) below

with respect to the Existing Equipment Subleases, and in clauses (iii), (iv) and

(v) of the definition thereof) and warranting to the Owner Trustee that at the

time of delivery of each such Unit, TILC and the Lessee, as the case may be, had

legal and beneficial title thereto and good and lawful

Participation Agreement (TRLI 2001-1B)

right to sell the same, and title thereto was free and clear of all Liens (other

than Permitted Liens of the type described in clause (ii) below with respect to

the Existing Equipment Subleases, and in clauses (iii), (iv) and (v) of the

definition thereof and, with respect to the XXXX Xxxx of Sale, warranting that

TILC shall be responsible for discharging any Permitted Lien of the type

described in subclause (iii) or (iv) of the definition thereof which has

attached as of the Closing Date) and (ii) the TILC Assignment and the

Assignment, in each case in form and substance reasonably satisfactory to the

Lessee, the Owner Trustee, the Indenture Trustee and the Pass Through Trustee,

dated such date covering the Existing Equipment Subleases, assigning to the

Owner Trustee and Lessee respectively, all right, title and interest of TILC and

the Lessee, respectively, to the Existing Equipment Subleases, free and clear of

all Liens (other than Permitted Liens) and warranting to the Lessee that, at the

time of such assignment, TILC and the Lessee, respectively, had legal and

beneficial title to the Existing Equipment Subleases and good and lawful right

to sell the same, and title thereto was free and clear of all Liens (other than

Permitted Liens);

(i) Insurance Certificate. On or before the Closing Date,

the Indenture Trustee and each Participant shall have received (x) each

certificate relating to insurance that is required pursuant to Section 12 of the

Lease and Section 6.4 of the Collateral Agency Agreement and (y) certificates

from a nationally recognized insurance broker substantially in the forms

attached hereto as Xxxxxxxx X- 0 and A-2 with respect to the public liability

insurance required by Section 12.1(b) of the Lease and Section 6.4 of the

Collateral Agency Agreement.

(j) Corporate, Partnership, Limited Liability Company and

Other Organizational Documents. Each of the Participants shall have received

such documents and evidence with respect to Trinity, TILC, TRMI, the Lessee, the

General Partner, the Limited Partner, the Owner Participant, the Pass Through

Trustee, the Owner Trustee and the Indenture Trustee as the Participants may

reasonably request in order to establish the consummation of the transactions

contemplated by this Agreement and the taking of all corporate, limited

partnership and other proceedings in connection therewith.

(k) No Threatened Proceedings. No action or proceeding shall

have been instituted nor shall governmental action be threatened before any

court or governmental agency, nor shall any order, judgment or decree have been

issued or proposed to be issued by any court or governmental agency at the time

of the Closing Date, to set aside, restrain, enjoin or prevent the completion

and consummation of this Agreement or the transactions contemplated hereby.

(l) Representations and Warranties of the Owner Participant.

On the Closing Date, the representations and warranties of the Owner Participant

contained in Section 3.4(e) and Section 3.5 hereof shall be true and correct in

all material respects as of the Closing Date as though then made on and as of

such date,

Participation Agreement (TRLI 2001-1B)

except to the extent that such representations and warranties relate solely to

an earlier date (in which case such representations and warranties were true and

correct on and as of such earlier date), and each of the Lessee, TILC, TRMI, the

Indenture Trustee and the Pass Through Trustee shall have received an Officer's

Certificate to such effect dated such date from the Owner Participant, and the

Owner Participant shall have performed and complied with all agreements and

conditions herein contained which are required to be performed or complied with

by the Owner Participant on or before said date.

(m) Notice of Delivery. The Indenture Trustee and the

Participants shall have received the Notice of Delivery described in Section

2.3(a).

(n) Representations and Warranties of the Indenture Trustee.

On the Closing Date, the representations and warranties of the Indenture Trustee

contained in Section 3.3 hereof shall be true and correct in all material

respects as of the Closing Date as though then made on and as of such date,

except to the extent that such representations and warranties relate solely to

an earlier date (in which case such representations and warranties were true and

correct on and as of such earlier date), and each of the Lessee, TILC, TRMI, the

Owner Trustee and the Participants shall have received an Officer's Certificate

to such effect dated such date from the Indenture Trustee, and the Indenture

Trustee shall have performed and complied with all agreements and conditions

herein contained which are required to be performed or complied with by the

Indenture Trustee on or before said date.

(o) No Illegality. No change shall have occurred after the

execution and delivery of this Agreement in applicable law or regulations

thereunder or interpretations thereof by regulatory authorities that, in the

opinion of such Participant or its counsel, would make it illegal for such

Participant to enter into any transaction contemplated by the Operative

Agreements.

(p) Participants' Investments. (i) The Owner Participant

shall have made available the Owner Participant's Commitment in the amount

specified in, and otherwise in accordance with, Sections 2.2(a) and 2.3 and (ii)

the Loan Participant shall have made available the Loan Participant's Commitment

in the amount specified in, and otherwise in accordance with, Sections 2.2(b)

and 2.3.

(q) Consents. All approvals and consents of any trustees or

holders of any indebtedness or obligations of the Lessee, Trinity, TILC and

TRMI, if any, required to have been obtained in connection with the transactions

contemplated by this Agreement and the other Operative Agreements shall have

been duly obtained and be in full force and effect.

(r) Governmental Actions. All actions, if any, required to

have been taken on or prior to the Closing Date in connection with the

transactions

Participation Agreement (TRLI 2001-1B)

contemplated by this Agreement and the other Operative Agreements on the Closing

Date shall have been taken by any governmental or political agency, subdivision

or instrumentality of the United States, and all orders, permits, waivers,

exemptions, authorizations and approvals of such entities required to be in

effect on the Closing Date in connection with the transactions contemplated by

this Agreement and the other Operative Agreements on the Closing Date shall have

been issued, and all such orders, permits, waivers, exemptions, authorizations

and approvals shall be in full force and effect, on the Closing Date.

(s) Tax Indemnity Agreement. On or before the Closing Date,

the Tax Indemnity Agreement shall be satisfactory in form and substance to the

Owner Participant, shall have been duly executed and delivered by the Lessee and

the Guarantor and, assuming due authorization, execution and delivery by the

Owner Participant or one of its Affiliates, shall be in full force and effect.

(t) Appointment of Representative. The Owner Trustee shall

have authorized its representative, who shall be an individual designated by the

Lessee and acceptable to the Owner Trustee, to accept the Units being delivered

on the Closing Date from the Lessee and to deliver such Units to the Lessee. The

Lessee shall have authorized its representative (who shall be the same

individual designated by the Lessee under this Section 6.1(s)) to accept

delivery of such Units from the Owner Trustee as Lessor pursuant to the Lease.

(u) Solvency of the Lessee. The Lessee shall have furnished

to the Participants an Officer's Solvency Certificate (substantially in the form

attached hereto as Exhibit E) as to the solvency of the Lessee as of the Closing

Date.

(v) Schedule of Subleases and Units. The Participants and

the Collateral Agent shall have received a schedule, certified by the Lessee and

TILC, listing the Existing Equipment Subleases under the Lease, the Sublessee

under each thereof and the Units covered thereby.

(w) Projected Coverage Ratio. The Manager shall have

furnished to the Participants and the Collateral Agent that portion of the

report provided for in Section 7.1 of the Management Agreement setting forth the

Projected Coverage Ratio for the six-month period immediately succeeding the

Closing Date.

(x) Representations and Warranties of TILC. On the Closing

Date, the representations and warranties of TILC contained in Section 3.4(d) and

Section 3.6 hereof shall be true and correct in all material respects as of the

Closing Date as though then made on and as of such date, except to the extent

that such representations and warranties relate solely to an earlier date (in

which case such representations and warranties were true and correct on and as

of such earlier date), and each of the Owner Trustee, the Indenture Trustee and

the Participants shall have received an Officer's Certificate to such effect

dated such date from TILC, and TILC

Participation Agreement (TRLI 2001-1B)

shall have performed and complied with all agreements and conditions herein

contained which are required to be performed or complied with by TILC on or

before said date.

(y) Representations and Warranties of TRMI. On the Closing

Date, the representations and warranties of TRMI contained in Section 3.4(c) and

Section 3.7 hereof shall be true and correct in all material respects as of the

Closing Date as though then made on and as of such date, except to the extent

that such representations and warranties relate solely to an earlier date (in

which case such representations and warranties were true and correct on and as

of such earlier date), and each of the Owner Trustee, the Indenture Trustee and

the Participants shall have received an Officer's Certificate to such effect

dated such date from TRMI, and TRMI shall have performed and complied with all

agreements and conditions herein contained which are required to be performed or

complied with by TRMI on or before said date.

(z) Representations and Warranties of the Pass Through

Trustee. On the Closing Date, the representations and warranties of the Pass

Through Trustee contained in Sections 3.4(f) and Section 3.8 hereof shall be

true and correct in all material respects as of the Closing Date as though then

made on and as of such date, except to the extent that such representations and

warranties relate solely to an earlier date (in which case such representations

and warranties were true and correct on and as of such earlier date), and each

of the Lessee, TILC, TRMI, the Indenture Trustee, the Owner Trustee and the

Owner Participant shall have received an Officer's Certificate to such effect

dated such date from the Pass Through Trustee, and the Pass Through Trustee

shall have performed and complied with all agreements and conditions herein

contained which are required to be performed or complied with by the Pass

Through Trustee on or before said date.

(aa) Representations and Warranties of Trinity. On the

Closing Date, the representations and warranties of Trinity contained in the

Trinity Guaranty shall be true and correct in all material respects as of the

Closing Date as though then made on and as of such date, except to the extent

that such representations and warranties relate solely to an earlier date (in

which case such representations and warranties were true and correct on and as

of such earlier date), and each of the Owner Trustee, the Indenture Trustee and

the Participants shall have received an Officer's Certificate to such effect

dated such date from Trinity, and Trinity shall have performed and complied with

all agreements and conditions herein contained which are required to be

performed or complied with by Trinity on or before said date.

(bb) Accountant's Letter. The Participants shall have

received an accountant's letter from PriceWaterhouseCoopers L.L.P. in form and

substance reasonably satisfactory to each of them.

Participation Agreement (TRLI 2001-1B)

(cc) First Closing. The Closing Date (as defined in the

Other Lease) shall have occurred and no Indenture Default or Indenture Event of

Default (as defined in the Other Lease) shall have occurred and be continuing.

(dd) Sublease Consents. The Lessee shall have obtained the

consent to assignment from each Sublessee under each Existing Equipment Sub

lease, such consents to be substantially in the form of the consents received

with respect to the Other Participation Agreement.

(ee) Certificate Rating. On the Closing Date, the

Certificates shall be rated at least "AA" by S&P.

Section 4.2 Additional Conditions Precedent to Investment by the Loan

Participant. The obligation of the Loan Participant to fund the Loan

Participant's Commitment and purchase and pay for the Equipment Note to be

purchased by it pursuant to Sections 2.2(b) and 2.3 on the Closing Date shall be

subject to the satisfaction or waiver of the following additional conditions

precedent:

(a) Equipment Note. The Equipment Note to be delivered on

the Closing Date shall have been duly authorized, executed and delivered to the

Loan Participant by a duly authorized officer of the Owner Trustee and duly

authenticated by the Indenture Trustee.

(b) Appraisal. The Pass Through Trustee and each Initial

Purchaser shall have received the verification of value, useful life and

estimated residual value prepared by the Appraiser in connection with the

Appraisal.

shall have occurred in the business, operations or financial condition of any of

the Lessee, the Manager, the Administrator, the Insurance Manager or Trinity.

(d) No Material Changes. If as a result of the operation of

Section 2.6, adjustments have been made to Basic Rent, Stipulated Loss Values,

Stipulated Loss Amounts, Termination Values, Termination Amounts, or the

Scheduled Amortization for the Equipment Notes, after the date hereof and prior

to the Closing Date, the following conditions remain true on the Closing Date

after giving effect to such adjustments: (i) the Rated Maturity Date shall be

unchanged; (ii) the adjusted Scheduled Amortization for the Equipment Notes

amortizes the Equipment Note by the Rated Maturity Date; (iii) the Debt Rate

shall remain unchanged; (iv) the weighted average life of the Equipment Note

does not differ from the weighted average life of the Equipment Note before such

adjustment by more than six (6) months; (v) the ratio of the principal amount of

the Equipment Note to the aggregate fair market value of the Equipment

calculated after such adjustment does not differ by more than 2% from the same

ratio calculated on or prior to the date hereof based on the Equipment listed in

Schedule 1 attached hereto; and (vi) there has been no

Participation Agreement (TRLI 2001-1B)

material change in the composition of the pool of Subleases (in terms of the

nature and terms of the Subleases and the identity and credit quality of the

Sublessees) since the date hereof.

Section 4.3 Additional Conditions Precedent to Investment by the Owner

Participant. The obligation of the Owner Participant to provide the funds

specified with respect to it in Sections 2.2(a) and 2.3 on the Closing Date with

respect to any Unit to be delivered on the Closing Date shall be subject to the

satisfaction or waiver of the following additional conditions precedent:

(a) Appraisal. On or before the Closing Date, the Owner

Participant shall have received an opinion (the "Appraisal") of Rail Solutions,

Inc. (the "Appraiser"), satisfactory in form and substance to the Owner

Participant (with a separate summary or other evidence of such Appraisal as it

relates to fair market value and useful life being provided to the Rating

Agency), concluding that: (i) the fair market value of each Unit being delivered

on the Closing Date is equal to the portion of the Total Equipment Cost with

respect to such Unit; (ii) at the expiration of the Basic Term and any Fixed

Rate Renewal Term, (A) without taking into account inflation or deflation from

and after the Closing Date or the existence of any purchase option, it is

reasonable to expect that each such Unit will have a fair market value of at

least 20% of the Total Equipment Cost with respect to such Unit and (B) the

remaining economic life of each such Unit will be at least equal to 20% of the

economic life of such Unit as estimated in the Appraisal; (iii) as of the Early

Purchase Date, the estimated fair market value of each such Unit being delivered

on the Closing Date, taking into account inflation or deflation from and after

the Closing Date, will not exceed the portion of the Early Purchase Price

attributable to such Unit; (iv) no Unit being delivered on the Closing Date is

Limited Use Property; (v) the Fixed Rate Renewal is greater than or equal to the

fair market rental value of each such Unit and the Lessee is not reasonably

expected to exercise any Fixed Rate Renewal option; and (vi) such other matters

as the Owner Participant may reason ably request; provided that the Lessee makes

no representation as to the fair market value, useful life, fair market rental

value or estimated residual value of the Equipment, and the Lessee shall not be

responsible for, or incur any liabilities as a result of, the contents of such

Appraisal or report to which it relates or, except to the extent provided in the

Tax Indemnity Agreement.

(b) Opinion with Respect to Certain Tax Aspects. On the

Closing Date, the Owner Participant shall have received the opinion of Winston &

Xxxxxx, addressed to the Owner Participant, in form and substance satisfactory

to the Owner Participant, containing such counsel's favorable opinion with

respect to such tax matters as the Owner Participant may reasonably request.

change shall have occurred after the execution and delivery of this Agreement in

relevant United States tax laws, regulations, or administrative or judicial

Participation Agreement (TRLI 2001-1B)

interpretation thereof which change would cause an adverse change to the tax

assumptions used to calculate Basic Rent, Stipulated Loss Values, Stipulated

Loss Amounts, Termination Values, Termination Amounts and Early Purchase Price,

unless the adjustment referred to in Section 2.6(a) is made to the Owner

Participant's satisfaction.

(d) Absence of Accounting Changes. No change shall have

occurred in generally accepted accounting principles which shall, in the opinion

of the Owner Participant, adversely affect its Net Economic Return.

(e) No Material Adverse Change. No material adverse change

shall have occurred in the business, operations or the financial condition of

any of Lessee, Manager, the Administrator, the Insurance Manager or Trinity.

(f) Absence of Certain Changes. The Owner Participant shall

be satisfied that the transaction is consistent in all respects with the Owner

Participant's internal approvals, including but not limited to its Investment

Committee approval relating to the transaction.

Section 4.4 Conditions Precedent to the Obligation of TILC and the

Lessee. The obligation of TILC with respect to the sale of the Units to the

Lessee on the Closing Date, the obligation of the Lessee with respect to the

sale of such Units to the Owner Trustee and the obligation of the Lessee to

accept such Units under the Lease as of the Closing Date is subject to the

satisfaction or waiver of the following conditions precedent:

(a) Corporate Documents. On or before the Closing Date, the

Lessee shall have received such documents and evidence with respect to the

Participants, the Owner Trustee, the Pass Through Trustee and the Indenture

Trustee as the Lessee may reasonably request in order to establish the

authorization of the consummation of, or otherwise relating to the ability to

consummate, the transactions contemplated by this Agreement and the other

Operative Agreements, the taking of all corporate and other proceedings in

connection therewith and compliance with the conditions herein or therein set

forth.

(b) Operative Agreements. On or before the Closing Date, the

Operative Agreements shall have been duly authorized, executed and delivered by

the respective party or parties thereto (other than the Lessee, Trinity, TILC

and TRMI), and an executed counterpart of each thereof shall have been delivered

to the Lessee or its special counsel.

representations and warranties of each of the Owner Trustee, the Indenture

Trustee and the Participants contained in Section 3 hereof shall be true and

correct in all material respects as of the Closing Date as though made on and as

of such date, and

Participation Agreement (TRLI 2001-1B)

the Lessee shall have received an Officer's Certificate to such effect dated

such date from each of the Owner Trustee as described in Section 4.1(d), the

Owner Participant as described in Section 4.1(k), the Indenture Trustee as

described in Section 4.1(m) and the Pass Through Trustee as described in Section

4.1(y).

(d) Opinions of Counsel. On the Closing Date, the Lessee

shall have received the opinions of counsel referred to in Section 4.1(e) (other

than that set forth in clauses (i) and (ii) therein), addressed to the Lessee.

(e) No Threatened Proceedings. No action or proceeding shall

have been instituted nor shall governmental action be threatened before any

court or governmental agency, nor shall any order, judgment or decree have been

issued or proposed to be issued by any court or governmental agency at the time

of the Closing Date, to set aside, restrain, enjoin or prevent the completion

and consummation of this Agreement or the transactions contemplated hereby.

(f) No Illegality. No change shall have occurred after the

execution and delivery of this Agreement in applicable law or regulations

thereunder or interpretations thereof by regulatory authorities that, in the

opinion of the Lessee or its counsel, would make it illegal for the Lessee to

enter into any transaction contemplated by the Operative Agreements.

(g) Participants' Investments. (i) The Owner Participant

shall have made available the Owner Participant's Commitment in the amount

specified in, and otherwise in accordance with, Sections 2.2(a) and 2.3 and (ii)

the Loan Participant shall have made available the Loan Participant's Commitment

in the amount specified in, and otherwise in accordance with, Sections 2.2(b)

and 2.3.

(h) Absence of Change in Rent. No adjustment under Section

2.6(a) would cause an increase in the net present value (expressed as a

percentage of Total Equipment Cost) of the Basic Rent (discounted monthly at a

rate per annum equal to the Debt Rate) to exceed 100 basis points.

(i) No Adverse Accounting Treatment. The Lessee shall not

have been advised by its independent accountants that the Lessee or its

affiliates will not be afforded "off-balance sheet" accounting treatment with

respect to the Lease and the transactions contemplated by the Operative

Agreements; provided, that the Lessee shall not have deliberately caused the

loss of "off-balance sheet" accounting treatment to provoke non-satisfaction of

such condition precedent pursuant to this Section 4.4(i).

Participation Agreement (TRLI 2001-1B)

SECTION 5. FINANCIAL AND OTHER REPORTS OF THE LESSEE.

The Lessee agrees during the Lease Term and (if longer, in the event

that the Lessee has assumed all of the rights and obligations of the Lessor

under the Indenture in respect of the Equipment Notes) so long as any Equipment

Note remains outstanding, that it will furnish directly to each Participant the

following:

(a) as soon as available and in any event within 60 days

after the end of each of the first three quarters of each fiscal year, a balance

sheet of the Lessee as at the end of such quarter, together with the related

consolidated statements of income and cash flows of the Lessee for the period

beginning on the first day of such fiscal year and ending on the last day of

such quarter, setting forth in each case (except for the balance sheet) in

comparative form the figures for the corresponding periods of the previous

fiscal year, all in reasonable detail and prepared in accordance with generally

accepted accounting principles;

(b) as soon as available and in any event within 120 days

after the last day of each fiscal year, a copy of the Lessee's audited annual

report covering the operations of the Lessee including a balance sheet, and

related statements of income and retained earnings and statement of cash flows

of the Lessee for such fiscal year, setting forth in each case in comparative

form the figures for the previous fiscal year, all in reasonable detail and

prepared in accordance with generally accepted accounting principles applied on

a consistent basis, which statements will have been certified by a firm of

independent public accountants of recognized national standing selected by the

Lessee;

above, a certificate, signed by the Treasurer or principal financial officer of

the General Partner, (i) to the effect that such officer is not aware (without

any obligation of due inquiry), as of the date of such certificate, of any Lease

Default, and if a Lease Default shall exist, specifying such Lease Default, the

nature and status thereof and what action Lessee is taking or plans to take with

respect thereto and (ii) setting forth the Historical Coverage Ratio and the

Projected Coverage Ratio as of the last Business Day of the immediately

preceding calendar quarter;

(d) within the time period prescribed in paragraph (b)

above, a certificate, signed by the Treasurer or principal financial officer of

the General Partner, (i) to the effect that the signer has reviewed the

Operative Agreements and activities and records of the Lessee during the

immediately preceding fiscal year and that, after due inquiry, such officer is

not aware, as of the date of such certificate, of any Lease Default, and if a

Lease Default shall exist, specifying such Lease Default, the nature and status

thereof and what action Lessee is taking or plans to take with respect thereto,

(ii) setting forth the Historical Coverage Ratio and the Projected Coverage

Ratio as of the last Business Day of the preceding fiscal year and (iii) setting

forth in summary terms the Lessee's compliance with Section 8.3 of the Lease

Participation Agreement (TRLI 2001-1B)

as to new Subleases entered into by the Lessee, and sub-subleases entered into

by any Sublessee, during such fiscal year, including without limitation as to

whether such new Subleases are subject and subordinate to the terms of the

Lease;

(e) within the time periods presented in Section 7 of the

Management Agreement, each of the reports referred to therein delivered by the

Manager to the Lessee; and

(f) promptly after request therefor, such additional

information with respect to the financial condition or business of the Lessee as

the Owner Participant or the Indenture Trustee may from time to time reasonably

request.

SECTION 6. CERTAIN COVENANTS OF THE PARTICIPANTS, THE TRUSTEES AND THE LESSEE.

Section 6.1 Restrictions on Transfer of Beneficial Interest. The Owner

Participant agrees that it shall not, directly or indirectly, sell, convey,

assign, pledge, mortgage or otherwise transfer all or any part of the Beneficial

Interest (collectively, for purposes of this Section 6.1, a "transfer") prior to

the expiration or earlier termination of the Lease Term without the Lessee's

prior written consent (which consent shall not be unreasonably withheld);

provided, however, no such consent shall be required in connection with any

indirect transfer of the Beneficial Interest resulting from (i) any direct or

indirect change of control of Xxxxxx Xxxxxx Capital Corporation or change of

control of any direct or indirect parent of Xxxxxx Xxxxxx Capital Corporation or

(ii) any transfer of substantially all of the assets of Xxxxxx Xxxxxx Capital

Corporation as an entirety; provided, further, that no such consent shall be

required if the following conditions are satisfied:

(a) the Person to whom such transfer is to be made (a

"Transferee") is (i) an institutional or corporate investor with tangible net

worth or, in the case of a bank or lending institution, combined capital and

surplus at the time of such transfer, of at least $75,000,000, determined in

accordance with generally accepted accounting principles, as of the date of such

transfer, or (ii) an Affiliate of an institutional or corporate investor that

satisfies the requirements set forth in clause (i) above if such investor

guarantees pursuant to a guaranty in form and substance satisfactory to the

Lessee the obligations of the Owner Participant under the Operative Agreements

assumed by such Affiliate as required herein or (iii) an Affiliate of the Owner

Participant; provided that in the event of a transfer pursuant to clause (iii)

which does not qualify under clauses (i) or (ii), the Owner Participant shall

remain liable for all of its obligations under this Agreement and the other

Operative Agreements;

(b) so long as no Lease Event of Default has occurred and is

continuing, neither the Transferee nor any of its Affiliates shall compete

(directly or

Participation Agreement (TRLI 2001-1B)

indirectly) (other than as a passive investor or loan participant in the

financing of equipment or facilities used in railcar leasing) with the Lessee or

TILC (unless such non-competition requirement has been waived in writing by the

Lessee and TILC) in any respect material to the full service railcar leasing

business of the Lessee or TILC; provided, that no Transferee or Affiliate

thereof shall be deemed to (i) be engaged in railcar leasing or (ii) hold

(directly or indirectly) any material interest in any business that is

competitive with Lessee's or TILC's railcar leasing business, solely by reason

of any sale, lease or other disposition (or any actions in furtherance of any of

the foregoing) of any of such Person's interest in any equipment or facilities

directly or indirectly owned, leased or otherwise controlled pursuant to any

such Person's passive investment or loan participation in the financing of any

such equipment or facilities used in railcar leasing or any re-leasing or sale

of any rail equipment which is returned to or repossessed by or on behalf of

such Person from a lessee or borrower in connection with a lease financing or

lender transaction entered into by such Person as a passive lessor, investor or

lender;

Lessee shall have received 10 days (or, if a Lease Event of Default shall have

occurred and is continuing and the proposed Transferee or any of its Affiliates

would not, but for the occurrence of such Lease Event of Default, have satisfied

the requirements set forth in Section 6.1(b) above or Section 6.1(l) below,

fifteen (15) Business Days) prior written notice of such transfer specifying the

name and address of any proposed Transferee and such additional information as

shall be necessary to determine whether the proposed transfer satisfies the

requirements of this Section 6.1;

(d) such Transferee enters into an agreement (i) in the form

attached hereto as Exhibit C or (ii) otherwise in form and substance

satisfactory to each of the Lessee and the Owner Trustee and not reasonably

objected to by the Indenture Trustee whereby such Transferee confirms that it

shall be deemed a party to this Agreement and each other Operative Agreement to

which the transferring Owner Participant is a party, and agrees to be bound by

all the terms of, and to undertake all of the obligations and liabilities of the

transferring Owner Participant contained in, this Agreement and such other

Operative Agreements and in which the Transferee shall make representations and

warranties comparable to those of the Owner Participant contained herein and

therein;

(e) an opinion of counsel of the Transferee (which counsel

shall be reasonably acceptable to the Lessee, the Owner Trustee and the

Indenture Trustee and which may be internal counsel of the Transferee),

confirming (i) the existence, corporate power and authority of, and due

authorization, execution and delivery of all relevant documentation by, the

Transferee (with appropriate reliance on certificates of corporate officers or

public officials as to matters of fact), (ii) that each agreement referred to in

Section 6.1(d) above is the legal, valid, and binding obligation of the

Transferee, enforceable against the Transferee in accordance with

Participation Agreement (TRLI 2001-1B)

its terms (subject to customary qualifications as to bankruptcy and equitable

principles) and (iii) compliance of the transfer with applicable requirements of

federal securities laws and securities laws of the Transferee's domicile, shall

be provided, prior to such transfer, to each of the Lessee, the Owner Trustee

and the Indenture Trustee, which opinion shall be in form and substance

reasonably satisfactory to the Lessee, the Owner Trustee and the Indenture

Trustee;

(f) such transfer complies in all respects with and does not

violate any applicable provisions of the federal securities laws and the

securities law of any applicable state or any other applicable law;

(g) except as specifically consented to in writing by each

of the Lessee, the Owner Trustee, the Pass Through Trustee and the Indenture

Trustee, the terms of the Operative Agreements shall not be altered;

(h) after giving effect to such transfer, the Beneficial

Interest and the beneficial interest with respect to the Other Trust shall be

held by not more than two Persons in the aggregate; provided that for the

purpose of calculating the number of Persons under this Section 6.1(h), Persons

that are Affiliates of each other shall be considered to be one Person;

(i) all reasonable expenses of the parties hereto

(including, without limitation, reasonable legal fees and expenses of special

counsel) incurred in connection with each transfer of such Beneficial Interest

shall be paid by the transferring Owner Participant;

(j) such transfer either (i) does not involve the use of any

funds which constitute assets of an employee benefit plan subject to Title I of

ERISA or Section 4975 of the Code or (ii) if clause (i) is not applicable, will

not constitute a prohibited transaction under ERISA or the Code;

(k) as a result of and following such transfer, no Indenture

Default attributable to the Owner Participant or the Owner Trustee shall have

occurred and be continuing;

(l) unless a Lease Event of Default shall have occurred and

is continuing, the transfer does not involve the sale of the stock of any Owner

Participant, the sole asset of which is all or a portion of the Beneficial

Interest, to, or the merger of any such Owner Participant with or into, any

Person who is a competitor of the Lessee or TILC as described in Section 6.1(b),

provided that the Lessee may waive this requirement in writing;

(m) the Transferee (i) is a "United States Person" within

the meaning of Section 7701(a)(30) of the Code or (ii) is engaged in a United

States trade or business for purposes of Subtitle A, Chapter 1, Subchapter N of

the Code

Participation Agreement (TRLI 2001-1B)

and is acquiring such Beneficial Interest in connection with such trade or

business; and

(n) the Owner Participant shall deliver to the Lessee an

Officer's Certificate certifying as to compliance with the transfer requirements

contained herein; provided that no such Officer's Certificate is required in

case of a transfer of the Beneficial Interest to the Lessee (or Lessee's

designee) pursuant to Section 6.9.

Upon any such transfer (i) except as the context otherwise requires,

such Transferee shall be deemed the "Owner Participant" for all purposes, and

shall enjoy the rights and privileges and perform the obligations of the Owner

Participant to the extent of the interest transferred hereunder and under each

other Operative Agreement to which the Owner Participant is a party, and,

except as the context otherwise requires, each reference in this Agreement and

each other Operative Agreement to the "Owner Participant" shall thereafter be

deemed to include such Transferee for all purposes to the extent of the interest

transferred, and (ii) the transferor, except to the extent provided in Section

6.1(i) hereof and except in the case of a transfer to a Transferee described in

the proviso to Section 6.1(a)(iii) hereof, shall be released from all

obligations hereunder and under each other Operative Agreement to which such

transferor is a party or by which such transferor is bound solely to the extent

such obligations are expressly assumed by a Transferee; and provided, further,

that in no event shall any such transfer or assignment waive or release the

transferor from any liability on account of any breach existing prior to such

transfer of any of its representations, warranties, covenants or obligations set

forth herein or in any of the other Operative Agreements or for any fraudulent

or willful misconduct. Subject to Section 6.1(l), the provisions of this Section

6.1 shall not be construed to restrict the Owner Participant from consolidating

with or merging into any other corporation or restricting another corporation

from merging into or consolidating with the Owner Participant. Notwithstanding

any transfer, the transferor Owner Participant shall be entitled to all benefits

accrued and all rights vested prior to such transfer, including, without

limitation, rights to indemnification under any of the Operative Agreements. No

transfer hereunder shall, by virtue of the Transferee engaging in a business or

activity not generally conducted by other institutional or corporate investors

in lease transactions, increase the Lessee's indemnification obligations under

Section 7.1 or 7.2. The Owner Participant hereby acknowledges and agrees (and

each Transferee by virtue of any transfer shall be deemed to have acknowledged

and agreed) to the terms of the Collateral Agency Agreement.

The Lessee agrees to provide notice to the Rating Agency of any

proposed transfer by an Owner Participant no later than 5 days after Lessee's

receipt of notice of such proposed transfer from an Owner Participant.

Participation Agreement (TRLI 2001-1B)

Section 6.2 Lessor's Liens Attributable to the Owner Participant. The

Owner Participant hereby unconditionally agrees with and for the benefit of each

of the other parties to this Agreement that the Owner Participant shall not

directly or indirectly create, incur, assume or suffer to exist any Lessor's

Lien attributable to the Owner Participant on or against all or any portion of

the Indenture Estate or the Equipment, and the Owner Participant agrees that it

shall, at its own cost and expense, take such action as may be necessary to duly

discharge and satisfy in full any such Lessor's Lien; provided that the Owner

Participant may contest any such Lessor's Lien in good faith by appropriate

proceedings so long as such proceedings do not involve any material danger of

the sale, forfeiture or loss of the Equipment or any interest therein or

interference with the use, operation, or possession of the Equipment or any

portion thereof by the Lessee under the Lease or the rights of the Indenture

Trustee under the Indenture.

Section 6.3 Lessor's Liens Attributable to Trust Company. Trust Company

hereby unconditionally agrees with and for the benefit of each of the other

parties to this Agreement that it shall not directly or indirectly create,

incur, assume or suffer to exist any Lessor's Lien attributable to it on or

against all or any portion of the Trust Estate or the Equipment, the Trust

Company agrees that it shall, at its own cost and expense, take such action as

may be necessary to duly discharge and satisfy in full any such Lessor's Lien;

provided that the Trust Company may contest any such Lessor's Lien in good faith

by appropriate proceedings so long as such proceedings do not involve any

material danger of the sale, forfeiture or loss of the Equipment or any interest

therein or interference with the use, operation, or possession of the Equipment

or any portion thereof by the Lessee under the Lease or the right of the

Indenture Trustee under the Indenture.

Section 6.4 Liens Created by the Indenture Trustee and the Loan

Participant.

(a) The Indenture Trustee, in its individual capacity,

covenants and agrees with each of the Lessee, the Owner Trustee, the Owner

Participant and the Loan Participant that it shall not cause or permit to exist

any Lien on or against all or any portion of the Equipment, the Pledged

Equipment, the Trust Estate or the Indenture Estate arising as a result of (i)

claims against the Indenture Trustee in its individual capacity not related to

its interest in the Equipment, the Pledged Equipment and the Trust Estate, or

to the administration of the Indenture Estate pursuant to the Indenture, (ii)

acts of the Indenture Trustee in its individual capacity not contemplated by, or

failure of the Indenture Trustee to take any action it is expressly required to

perform by, any of the Operative Agreements, (iii) claims against the Indenture

Trustee attributable to the actions of the Indenture Trustee in its individual

capacity relating to Taxes or expenses that are not indemnified against by the

Lessee pursuant to Section 7 or (iv) claims against the Indenture Trustee

arising out of the transfer by the Indenture Trustee of all or any portion of

its interest

Participation Agreement (TRLI 2001-1B)

in the Equipment, the Pledged Equipment, the Indenture Estate or the Operative

Agreements, other than a transfer permitted by the Operative Agreements and with

respect to which the Indenture Trustee will, at its own cost and expense (and

without any right of reimbursement from any other party hereto), promptly take

such action as may be necessary duly to discharge any such Lien.

(b) The Loan Participant covenants and agrees with each of

the Lessee, the Owner Trustee, the Owner Participant and the Indenture Trustee

that the Loan Participant shall not cause or permit to exist any Lien on or

against all or any portion of the Equipment, the Pledged Equipment, the Trust

Estate or the Indenture Estate arising as a result of (i) claims against the

Loan Participant not related to its interest in the Equipment, the Pledged

Equipment and the Trust Estate, (ii) acts of the Loan Participant not

contemplated by, or failure of the Loan Participant to take any action it is

expressly required to perform by, any of the Operative Agreements, (iii) claims

against the Loan Participant relating to Taxes or expenses that are not

indemnified against by the Lessee pursuant to Section 7, or (iv) claims against

the Loan Participant arising out of the transfer by the Loan Participant of all

or any portion of its interest in the Equipment, the Pledged Equipment, the

Indenture Estate or the Operative Agreements, other than a transfer permitted by

the Operative Agreements and with respect to which the Loan Participant will, at

its own cost and expense (and without any right of reimbursement from the

Lessee), promptly take such action as may be necessary duly to discharge any

such Lien.

Section 6.5 Covenants of Owner Trustee, Owner Participant and Indenture

Trustee. Each of the Owner Participant and Trust Company, in its individual and

trust capacities, hereby agrees, as to its own actions only and severally and

not jointly, with (a) the Loan Participant and the Indenture Trustee (so long as

the Equipment Notes remain outstanding), not to amend, supplement, or otherwise

modify any provision of the Trust Agreement in such a manner as to adversely

affect the rights of the Loan Participant or the Indenture Trustee without the

prior written consent of such party and (b) with the Lessee, not to terminate or

revoke the Trust Agreement or the trust created by the Trust Agreement prior to

the payment in full and discharge of the Equipment Notes and all other

indebtedness secured by the Indenture and the final discharge thereof. Each of

the Trust Company and the Indenture Trustee agrees, for the benefit of the

Lessee and the Owner Participant, to comply with the provisions of the Indenture

and not to amend, supplement, or otherwise modify any provision of the Indenture

except in the manner provided in Article IX thereof. Notwithstanding anything to

the contrary contained herein or in any of the other 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 Agreement), and any liability therefor, shall, in addition to any

other limitations provided herein or in any of the other Operative Agreements,

be limited by the provisions of the Indenture.

Participation Agreement (TRLI 2001-1B)

Section 6.6 Amendments to Operative Agreements That Are Not Lessee

Agreements. Unless a Lease Event of Default shall have occurred and be

continuing, the Owner Trustee, the Indenture Trustee and the Participants shall

not terminate the Operative Agreements to which the Lessee is not or will not be

a party, or amend, supplement, waive or modify in any manner such Operative

Agreements to which the Lessee is not or will not be a party, (i) except in

accordance with such Operative Agreements in effect on the date hereof (as

amended, modified or supplemented from time to time in accordance with the

terms hereof and of such Operative Agreements), or (ii) adverse to the Lessee or

to any of its rights or interests under any of the Operative Agreements, except

with the prior written consent of the Lessee. Without limiting the generality of

the foregoing, each of the Owner Participant and the Owner Trustee, the Pass

Through Trustee and the Indenture Trustee (as applicable) agrees that, in any

event, unless a Lease Event of Default shall have occurred and be continuing, it

will not amend Section 2.10 or Article IX of the Indenture or Article IX of the

Trust Agreement without the prior written consent of the Lessee.

Section 6.7 Certain Representations, Warranties and Covenants. The

Lessee hereby confirms its representations, warranties and covenants in Article

6 of the Collateral Agency Agreement, which are hereby incorporated in this

Agreement by this reference as fully as if set forth herein in their entirety.

Section 6.8 Covenants of the Manager. The Manager hereby confirms the

covenants in Article 7 of the Management Agreement, which are hereby

incorporated in this Agreement by this reference as fully as if set forth herein

in their entirety.

Section 6.9 Lessee's Purchase in Certain Circumstances.

(a) If (A) the Owner Participant or any Affiliate thereof is

or acquires, is acquired by, merges or otherwise consolidates with any company

or Affiliate thereof who would not be an eligible "Transferee" by reason of

Section 6.1(b) (and, in the case of an Affiliate, such entity continues to be an

Affiliate of the Owner Participant after such acquisition, merger or

consolidation), or (B) the Lessee shall have requested a waiver pursuant to

Section 12.3(c) of the Lease and the Lessor and the Owner Participant shall have

refused to grant such waiver or shall have granted such waiver but shall have

refused to further waive the requirement that amounts be deposited in the

Special Insurance Reserves Account pursuant to the Collateral Agency Agreement

in connection with the granting of the initial waiver, or (C) the Lessee shall

have elected to purchase, or arrange a purchase of, the Beneficial Interest

pursuant to Section 22.1 of the Lease, the Lessee may elect either to:

Participation Agreement (TRLI 2001-1B)

(i) keep the Lease and the Equipment Notes in

place and require that the Owner Participant, and the Owner Participant agrees

to, transfer its Beneficial Interest in accordance with the terms of Section 6.1

(other than provisions of Sections 6.1(a), (b), (i), (l) and (n)) to the Lessee

or such other transferee as the Lessee may designate (such transfer to occur on

a Determination Date which is designated by the Lessee by written notice to the

Owner Participant not less than 60 days prior to such Determination Date) at a

purchase price (the "Beneficial Interest Purchase Price") equal to (1) the

Equity Portion of Termination Amount as of the date of such transfer, plus (2)

in the case of clause (B) above, the excess, if any, of the Fair Market Sales

Value of the Equipment calculated as of such date over the Termination Value as

of such date, plus (3) the Equity Portion of Basic Rent accrued and unpaid

therefor as of the date of such transfer (exclusive of any Basic Rent payable on

such date), plus (4) without duplication or limitation of any amount under

clauses (1) to (3) above, the sum of the Accumulated Equity Deficiency Amount

and Late Payment Interest related thereto, plus (5) without duplication or

limitation of any amount under clauses (1) to (4) above, that portion of

Supplemental Rent due and unpaid on such date that is payable to the Owner

Participant; provided, however, that, without regard to such Owner Participant's

obligations under the Operative Agreements relating to the period prior to such

transfer, any transfer of the Beneficial Interest pursuant to this Section 6.9

shall be without additional representations or warranties of or other

liabilities or obligations on such Owner Participant other than those expressly

set forth in the Owner Participant Agreements; provided, further, that in case

such Owner Participant holds less than 100% of the Beneficial Interest (after

excluding any Beneficial Interests held by the Lessee, TILC or any Affiliate of

either thereof), the purchase price for such Owner Participant's Beneficial

Interest shall be equal to (x) (i) the sum of the amounts calculated under

clauses (1), (2), (3) and (4) above multiplied by (ii) a fraction equal to the

portion such Owner Participant's Beneficial Interest bears to 100% of the

Beneficial Interests, plus (y) without duplication or limitation of any amount

under clause (x) above, that portion of Supplemental Rent due and unpaid on such

date that is payable to such Owner Participant; or

(ii) on a Determination Date which is

designated by the Lessee by written notice to the Owner Trustee and the

Indenture Trustee not less than 60 days prior to such Determination Date,

purchase the Equipment for a purchase price equal to (I) the Termination Amount

calculated as of such Determination Date, plus (II) in the case of clause (B)

of the lead paragraph of this Section 6.9(a), the excess, if any, of the Fair

Market Sales Value of the Equipment calculated as of such date over the

Termination Value as of such Determination Date, plus (III) without duplication

or limitation, all other amounts due and owing by the Lessee under the Operative

Agreements with respect to the Equipment, including, without limitation, all

accrued and unpaid Basic Rent therefor as of such Determination Date (exclusive

of any Basic Rent payable on such date), Make-Whole Amount then payable on the

Equipment Notes pursuant to Section 2.10(c) of the Indenture with respect to the

Equipment and Late Payment Premium, if any, due

Participation Agreement (TRLI 2001-1B)

and owing under the Operative Agreements with respect to the Equipment so that,

after receipt and application of all such payments the Owner Participant shall

be entitled under the terms of the Collateral Agency Agreement to receive, and

does receive, in respect of all such Units, the sum of the Accumulated Equity

Deficiency Amount (without duplication of any amount provided under clauses (I)

- (III) above) and Late Payment Interest related thereto and any other amounts

of Supplemental Rent due and unpaid on such Determination Date that are payable

to the Owner Participant.

(b) If the Lessee elects to exercise the option to purchase

the Equipment (as opposed to such Owner Participant's Beneficial Interest) as

provided in Section 6.9(a), the Lessee shall, as the purchase price therefor pay

the purchase price, as specified in Section 6.9(a)(ii), with respect to the

Equipment, together with all other amounts due and owing by the Lessee under the

Operative Agreements.

this Section 6.9, the Lessee will make the payments required by Section

6.9(a)(ii) in immediately available funds against delivery of a xxxx of sale

transferring and assigning to the Lessee all right, title and interest of the

Lessor in and to the Equipment on an "as-is" "where-is" basis and containing a

warranty with respect to the absence of any Lessor's Lien. In such event, the

costs of preparing the xxxx of sale or other transfer documents and all other

documentation relating to such purchase and the costs of any necessary filings

related thereto will be borne by the Lessee.

If the Lessee shall fail to fulfill its obligations under

Sections 6.9(b) and (c), all of the Lessee's obligations under the Lease and the

Operative Agreements, including, without limitation, the Lessee's obligation to

pay installments of Rent, with respect to the Equipment shall continue.

Section 6.10 Owner Participant as Affiliate of Lessee. If at any time

the original or any successor Owner Participant shall be an Affiliate of the

Lessee, such Owner Participant and the Lessee agree that, notwithstanding

Section 9.5 of the Indenture, they will not vote its Beneficial Interest in any

respect if there is another Owner Participant not affiliated with the Lessee,

and, if there is no such Owner Participant, they will not vote its Beneficial

Interest to modify, amend or supplement any provision of the Lease or this

Agreement or give, or permit the Owner Trustee to give, any consent, waiver,

authorization or approval thereunder if any such action could reasonably be

expected to adversely affect in a material manner the Indenture Trustee or any

holder of an Equipment Note unless such action shall have been consented to by

the Pass Through Trustee.

Section 6.11 Records; U.S. Income Tax Information. Each of the Lessee,

TRMI and TILC covenants that it will maintain or cause to be maintained and

retain

Participation Agreement (TRLI 2001-1B)

sufficient factual records (to the extent such records are maintained by the

Lessee, TRMI and TILC respectively, any sublessee, or any trustee for or

Affiliate of any thereof, in the ordinary course of their respective businesses)

to enable the Owner Participant to prepare required United States federal, state

and local tax returns. Upon request of the Owner Participant, the Lessee, TRMI

and TILC, respectively, shall deliver such records to the Owner Participant at

the expense of the Owner Participant. In addition, as soon as practicable, the

Lessee, TRMI and TILC, respectively, shall provide or cause to be provided (at

the expense of the Lessee) to the Owner Participant such information (in form

and substance reasonable satisfactory to the Owner Participant) as the Owner

Participant may reasonably request from and as shall be reasonably available to

the Lessee, TRMI and TILC, respectively, to enable the Owner Participant to

fulfill its tax return filing obligations, to respond to requests for

information, to verify information in connection with any income tax audit and

to participate effectively in any tax contest. Such information may include,

without limitation, information as to the location of and use of the Equipment

from time to time (to the extent such information is available on the basis of

the records regularly maintained by the Lessee, TRMI and TILC, respectively, any

sublessee, or any trustee for or Affiliate of any thereof, in the ordinary

course of their respective businesses).

SECTION 7. LESSEE'S INDEMNITIES.

Section 7.1 General Tax Indemnity.

(a) Tax Indemnitee Defined. For purposes of this Section

7.1, "Tax Indemnitee" means the Pass Through Trustee, both in its individual

capacity and as trustee, the Owner Participant, its Affiliates (including,

without limitation, Xxxxxx Xxxxxx Capital Corporation, Grant Holdings, Inc.,

Trimaran Leasing Investors, L.L.C.-I, Trimaran Leasing Investors, L.L.C.-II and

Trimaran Leasing, L.P.), the Owner Trustee, the Trust Company, the Indenture

Trustee, both in its individual capacity and as trustee, each of their

successors or assigns permitted under the terms of the Operative Agreements, any

officer, director, employee or agent of any of the foregoing, the Trust Estate

and the Indenture Estate; "Equity Tax Indemnitee" means the Owner Participant,

its Affiliates, the Owner Trustee, the Trust Company, and each of their

respective successors, assigns, officers, directors, employees and agents and

the Trust Estate; "Lender Tax Indemnitee" means each Tax Indemnitee which is not

an Equity Tax Indemnitee.

(b) Taxes Indemnified. Except as provided below, all

payments by the Lessee to any Tax Indemnitee in connection with the transactions

contemplated by the Operative Agreements shall be free of withholdings of any

nature whatsoever (and at the time that any payment is made upon which any

withholding is required the Lessee shall pay an additional amount such that the

net amount actually received will, after such withholding and on an After-Tax

Basis,

Participation Agreement (TRLI 2001-1B)

equal the full amount of the payment then due) and shall be free of expense to

each Tax Indemnitee for collection or other charges. Whether or not any Unit is

accepted under the Lease, or the Closing occurs, the Lessee shall defend,

indemnify and save harmless each Tax Indemnitee from and against, and as between

the Lessee and each Tax Indemnitee the Lessee hereby assumes liability with

respect to, all fees (including, without limitation, license fees and

registration fees), taxes (including, without limitation, income, gross

receipts, franchise, sales, use, value added, property and stamp taxes),

assessments, levies, imposts, duties, charges or withholdings of any nature

whatsoever, together with any and all penalties, additions to tax, fines or

interest thereon ("Taxes") imposed against any of the Tax Indemnitees, any item

of Equipment or Pledged Equipment or the Lessee, upon, arising from or relating

(i) any item of the Equipment or the Pledged

Equipment,

(ii) the construction, manufacture, financing,

purchase, delivery, ownership, acceptance, rejection, possession, improvement,

use, operation, leasing, subleasing, condition, maintenance, repair,

refinancing, registration, sale, return, replacement, storage, abandonment or

other application or disposition of any item of the Equipment or the Pledged

Equipment,

(iii) the rental payments, receipts or earnings

arising from any item of the Equipment or the Pledged Equipment or payable

pursuant to the Operative Agreements, or

(iv) the Operative Agreements, the Equipment

Note or any Sublease or any Pledged Equipment Lease or otherwise with respect to

or in connection with the transactions contemplated thereby.

shall not include:

(i) as to any Equity Tax Indemnitee, any Income

Tax imposed by the United States federal government (but not excluding any

Income Tax required to make a payment on an After-Tax Basis);

(ii) as to any Equity Tax Indemnitee, any

Income Tax imposed by any state, local or foreign government or taxing authority

or subdivision thereof; provided, however, that this exclusion shall not apply

to the extent such Taxes (but not including Income Taxes imposed on net income)

are attributable to (I) the use or location of any item of the Equipment or the

activities of the Lessee or its Affiliates or any sublessee in the taxing

jurisdiction, (II) the presence or organization of the Lessee or any sublessee

in the taxing jurisdiction, (III) the status of the Lessee or any sublessee as a

foreign entity or as an entity owned by a foreign person or (IV)

Participation Agreement (TRLI 2001-1B)

Lessee or sublessee having made (or deemed to have made) payments to the Tax

Indemnitee from the relevant jurisdiction; provided, further, however, that the

preceding proviso shall not apply to any jurisdiction where the Owner Trust, the

Owner Trustee (other than in its individual capacity) or the Owner Participant

has its legal domicile or principal place of business (determined without regard

to the transactions contemplated by the Operative Agreement);

(iii) as to any Equity Tax Indemnitee, any Tax

that is imposed as a result of the sale, transfer or other disposition, by the

Lessor or the Owner Participant of any of its rights with respect to any item of

Equipment or the Owner Participant's interest in the Trust Estate unless such

sale, transfer or other disposition is a result of an Event of Default, results

from any substitution, repair or replacement of any item of Equipment under the

Lease, or results from any sale, transfer or disposition required under the

Lease (including but not limited to Section 10 of the Lease);

(iv) as to any Equity Tax Indemnitee, any Taxes

to the extent they exceed the Taxes that would have been imposed had an Equity

Tax Indemnitee not transferred, sold or disposed of its interest or rights in

any item of the Equipment to a non-U.S. Person;

(v) Taxes imposed on a Lender Tax Indemnitee

with respect to any period after the payment in full of the Equipment Notes;

provided that the exclusion set forth in this clause (v) shall not apply to

Taxes to the extent such Taxes relate to events occurring or matters arising

prior to or simultaneously with the applicable time of payment of the Equipment

Notes or relate to any payment made by the Lessee after such date;

(vi) as to any Tax Indemnitee, Taxes to the

extent caused by any misrepresentation or breach of warranty or covenant by such

Tax Indemnitee or a Related Party under any of the Operative Agreements or by

the gross negligence or willful misconduct of such Tax Indemnitee or a Related

Party;

(vii) as to any Lender Tax Indemnitee, Taxes

which become payable as a result of a sale, assignment, transfer or other

disposition (whether voluntary or involuntary) by such Lender Tax Indemnitee of

all or any portion of its interest in the Equipment or any part thereof, the

Pledged Equipment or any part thereof, the Trust Estate, the Indenture Estate or

any of the Operative Agreements or rights created thereunder, other than as a

result of (A) the substitution, modification or improvement of the Equipment or

any part thereof or the Pledged Equipment or any part thereof, (B) a

modification to the Operative Agreements, or (C) a disposition which occurs as

the result of the exercise of remedies upon a Lease Event of Default; provided,

that, notwithstanding the foregoing, the Lessee shall not be obligated to

indemnify any Lender Tax Indemnitee with respect to net income taxes imposed

within the United States as the result of a

Participation Agreement (TRLI 2001-1B)

sale, assignment, transfer or other disposition by such Lender Tax Indemnitee or

any Taxes imposed as a result of the status of the Lender Tax Indemnitee as

other than a resident of the United States for tax purposes;

(viii) as to any Lender Tax Indemnitee, Taxes

imposed as the result of such Lender Tax Indemnitee not being a resident of the

United States for tax purposes;

(ix) as to any Lender Tax Indemnitee, Income

Taxes or transfer taxes relating to any payments of principal, interest or Make

Whole Amount, if any, on the Equipment Notes or the Pass Through Certificates

paid to any such Tax Indemnitee that are imposed by (A) any other jurisdiction

in which such Indemnitee is subject to such Taxes as a result of it or an

Affiliate being organized in such jurisdiction or conducting activities in that

jurisdiction unrelated to the transactions contemplated by the Operative

Agreements, (B) the United States federal government or (C) any state or local

government within the United States;

(x) Taxes to the extent directly resulting from

or that would not have been imposed but for (x) in the case of Taxes imposed on

or with respect to any Equity Tax Indemnitee, the existence of any Lessor Liens

with respect to such Equity Tax Indemnitee, (y) in the case of Taxes imposed on

or with respect to any Lender Tax Indemnitee, the existence of any Liens

attributable to the Indenture Trustee or Liens attributable to the Pass Through

Trustee;

(xi) Taxes imposed on a Tax Indemnitee to the

extent that such Taxes would not have been imposed upon such Tax Indemnitee but

for any failure of such Tax Indemnitee or a Related Party to comply with (x) any

certification, information, documentation, reporting or other similar

requirements concerning the nationality, residence, identity or connection with

the jurisdiction imposing such Taxes, if such compliance is required under the

laws or regulations of such jurisdiction to obtain or establish relief or

exemption from or reduction in such Taxes and the Tax Indemnitee or such Related

Party was eligible to comply with such requirement or (y) any other

certification, information, documentation, reporting or other similar

requirements under the Tax laws or regulations of the jurisdiction imposing such

Taxes that would establish entitlement to otherwise applicable relief or

exemption from such Taxes; provided, however, that the exclusion set forth in

this clause (xii) shall not apply (I) if such failure to comply was due to a

failure of the Lessee to provide reasonable assistance on request in complying

with such requirement, (II) if, in the case of Taxes imposed on the Owner

Participant, in the good faith judgment of the Owner Participant there is a risk

of adverse consequence to the Owner Participant or any Affiliate from such

compliance against which the Owner Participant is not satisfactorily

indemnified, (III) in the case of Taxes imposed on the Owner Participant, if any

such failure to comply on the part of the Owner Trustee was the result of the

Owner Trustee's gross negligence or failure to act in accordance with

instructions of the Owner Participant, or (IV) in the

Participation Agreement (TRLI 2001-1B)

case of any Tax Indemnitee, unless Lessee shall have given such Tax Indemnitee

prior written notice of such requirements;

(xii) Taxes that are imposed with respect to

any period after the earlier of (x) return of the Equipment to the Lessor in

accordance with, and at a time and place contemplated by the Lease (including

the payment of all amounts due at such time) and (y) the termination of the Term

pursuant to Section 6, 10, 11, 15 or 22 of the Lease and the discharge in full

of Lessee's payment obligation's thereunder unless the Equipment is thereafter

required to be returned, in which case, after such return; provided, however,

that the exclusion set forth in this clause (xii) shall not apply to Taxes to

the extent such Taxes relate to events occurring or matters arising prior to or

simultaneously with such return or termination;

(xiii) as to any Lender Tax Indemnitee, Taxes

in the nature of an intangible or similar tax upon or with respect to the value

of the interest of such Lender Tax Indemnitee in the Indenture Estate, in any

Equipment Note or Pass Through Certificate imposed as a result of such Lender

Tax Indemnitee or any Affiliate of such Lender Tax Indemnitee being organized

in, or conducting activities unrelated to the contemplated transactions in, the

jurisdiction imposing such Taxes;

(xiv) Taxes imposed on the Owner Trustee or the

Indenture Trustee that are on, based on or measured by any trustee fees for

services rendered by such Tax Indemnitee in its capacity as trustee under the

Operative Agreements;

(xv) Taxes imposed on any Tax Indemnitee, or

any other person who, together with such Tax Indemnitee, is treated as one

employer for employee benefit plan purposes, as a result of, or in connection

with, any "prohibited transaction," within the meaning of the provisions of the

Code or regulations thereunder or as set forth in Section 406 of ERISA or the

regulations implementing ERISA or Section 4975 of the Code or the regulations

thereunder;

(xvi) Taxes for so long as (x) such Taxes are

being contested in accordance with the provisions of Section 7.1(e) hereof, (y)

the Lessee is in compliance with its obligations under Section 7.1(e), and (z)

the payment of such Taxes is not required pursuant to Section 7.1(e);

(xvii) Taxes as to which such Tax Indemnitee is

indemnified pursuant to the Tax Indemnity Agreement;

(xviii) any Taxes imposed on or with respect to

any Certificateholder; and

(xix) Taxes imposed as a result of the

authorization or giving of any future amendments, supplements, waivers or

consents with respect to

Participation Agreement (TRLI 2001-1B)

any Operative Agreement other than (w) those which are legally required, (x) in

connection with the exercise of remedies pursuant to Section 15 of the Lease,

(y) such as have been proposed by the Lessee or consented to by the Lessee or

(z) those that are required pursuant to the terms of the Operative Agreements.

(d) Payments to Tax Indemnitee. The Lessee agrees to pay, on

demand, any and all Taxes indemnified under this Section 7.1 ("Indemnified

Taxes"), and to keep at all times all and every part of each item of the

Equipment and Pledged Equipment free and clear of all Indemnified Taxes which

might in any way affect the interest of any Tax Indemnitee therein or result in

a Lien upon any such item of the Equipment or Pledged Equipment; provided,

however, that the Lessee shall be under no obligation to pay any Tax so long as

either the Tax Indemnitee or the Lessee is contesting in good faith and by

appropriate legal proceedings such tax and the nonpayment thereof does not, in

the reasonable opinion of the Tax Indemnitee, materially adversely affect the

interest of any Tax Indemnitee hereunder or under the Indenture.

Subject to Section 7.1(e), if any Indemnified Taxes shall

have been charged or levied against any Tax Indemnitee directly and paid by such

Tax Indemnitee after such Tax Indemnitee shall have given written notice thereof

to the Lessee and the same shall have remained unpaid for a period of ten

Business Days thereafter, the Lessee shall reimburse such Tax Indemnitee

payment.

(e) Contests. If a written claim is made by any taxing

authority against a Tax Indemnitee for any Taxes with respect to which the

Lessee may be required to indemnify against hereunder (a "Tax Claim"), such Tax

Indemnitee shall give the Lessee written notice of such Tax Claim promptly (but

in any event within twenty (20) days) after its receipt, and shall furnish

Lessee with copies of such Tax Claim and all other writings received from the

taxing authority to the extent relating to such claim (but failure to so notify

the Lessee shall relieve the Lessee of its obligations hereunder only to the

extent it effectively precludes a contest of the claim). The Tax Indemnitee

shall not pay such Tax Claim until at least thirty (30) days after providing the

Lessee with such written notice, unless (a) the Tax Indemnitee is required to do

so by law or regulation and (b) in the written notice described above, the Tax

Indemnitee has notified the Lessee of such requirement. If the Lessee shall so

request within 30 days after receipt of such notice, then such Tax Indemnitee

shall in good faith at Lessee's expense contest such Tax; provided, however,

that to the extent the contest involves only Taxes constituting property taxes,

sales taxes, or use taxes and does not involve any taxes or other issues

relating to a Tax Indemnitee which are unrelated to the transactions

contemplated by the Operative Agreements and if no Equity Insufficiency

Circumstance exists, such contest shall be undertaken by the Lessee at the

Lessee's expense and at no-after-tax cost to the Lessor or the Owner

Participant, but if such contest would involve any other type of Tax or any

taxes or issues relating to a Tax Indemnitee which are

Participation Agreement (TRLI 2001-1B)

unrelated to the transactions contemplated by Operative Agreements or if an

Equity Insufficiency exists, then such Tax Indemnitee may, in its sole

discretion, control such contest (including selecting the forum for such

contest, and determining whether any such contest shall be conducted by (i)

paying such Tax under protest or (ii) resisting payment of such Tax or (iii)

paying such Tax and seeking a refund thereof; provided, further, however, that

at such Tax Indemnitee's option, such contest shall be conducted by the Lessee

in the name of such Tax Indemnitee). In no event shall such Tax Indemnitee be

required or the Lessee be permitted to contest any Tax for which the Lessee is

obligated to indemnify pursuant to this Section unless: (i) the Lessee shall

have acknowledged in writing its liability to such Tax Indemnitee for an

indemnity payment pursuant to this Section as a result of such claim if and to

the extent such Tax Indemnitee or the Lessee, as the case may be, shall not

prevail in the contest of such claim; provided, however, that the Lessee shall

not be required to indemnify for such Taxes to the extent the results of the

contest clearly and unambiguously demonstrate that the Tax is not an indemnified

Tax; (ii) such Tax Indemnitee shall have received the opinion of independent tax

counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee

furnished at the Lessee's sole expense, to the effect that a reasonable basis

exists for contesting such claim or, in the event of an appeal of a court

decision, that it is more likely than not that an appellate court or an

administrative agency with appellate jurisdiction, as the case may be, will

reverse or substantially modify the adverse determination; (iii) the Lessee

shall have agreed to pay such Tax Indemnitee on demand (and at no after-tax

costs to the Lessor and the Owner Participant) all reasonable costs and expenses

that such Tax Indemnitee may incur in connection with contesting such claim

(including, without limitation, all costs, expenses, reasonable legal and

accounting fees, disbursements, penalties, interest and additions to the Tax);

(iv) no Lease Default described in Section 14(a), 14(b), 14(g) or 14(h) of the

Lease or a Lease Event of Default shall have occurred and shall have been

continuing, unless the Lessee shall have posted a satisfactory bond or other

security with respect to the costs of such contest and the Taxes which may be

required to be indemnified; (v) such Tax Indemnitee shall have determined that

the action to be taken will not result in any substantial danger of sale,

forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or

otherwise made a provision to protect the interest of such Tax Indemnitee (in a

manner satisfactory to such Tax Indemnitee), on the Equipment or any portion

thereof or any interest therein; (vi) the amount of such claims alone, or, if

the subject matter thereof shall be of a continuing or recurring nature, when

aggregated with substantially identical potential claims shall be (A) at least

$5,000 in the event of a Lessee controlled contest, or (B) $25,000 in the event

of a Tax Indemnitee controlled contest; and (vii) if such contest shall be

conducted in a manner requiring the payment of the claim, the Lessee shall have

paid the amount required (and at no after-tax costs to the Lessor and the Owner

Participant). The Lessee shall cooperate with the Tax Indemnitee with respect to

any contest controlled and conducted by the Tax Indemnitee and the Tax

Indemnitee shall consult with the Lessee regarding the conduct of such contest.

The Tax Indemnitee shall cooperate with respect to any contest controlled and

conducted by

Participation Agreement (TRLI 2001-1B)

the Lessee and the Lessee shall consult with the Tax Indemnitee regarding the

conduct of such contest.

Notwithstanding anything to the contrary contained in this

Section 7.1, no Tax Indemnitee shall be required to contest any claim if the

subject matter thereof shall be of a continuing or recurring nature and shall

have previously been adversely decided to the Tax Indemnitee pursuant to the

contest provisions of this Section unless there shall have been a change in the

law (including, without limitation, amendments to statutes or regulations,

administrative rulings or court decisions) enacted, promulgated or effective

after such claim shall have been so previously decided, and such Tax Indemnitee

shall have received an opinion of independent tax counsel selected by the Tax

Indemnitee and reasonably satisfactory to the Lessee, furnished at the Lessee's

sole expense, to the effect that such change is favorable to the position which

such Tax Indemnitee or the Lessee, as the case may be, had asserted in such

previous contest and as a result of such change, there is a reasonable basis to

contest such claim.

Notwithstanding anything contained in this Section 7.1, a

Tax Indemnitee will not be required to contest the imposition of any Tax and

shall be permitted to settle or compromise any claim without the Lessee's

consent if such Tax Indemnitee (A) shall waive its right to indemnity under this

Section 7.1 with respect to such Tax (and any directly related claim and any

claim the outcome of which is determined based upon the outcome of such claim)

and (B) shall pay to the Lessee any amount previously paid or advanced by the

Lessee pursuant to this Section 7.1 with respect to such Tax, plus interest at

the rate that would have been payable by the relevant taxing authority with

respect to a refund of such Tax.

(f) Payments to Lessee. With respect to any payment or

indemnity hereunder, such payment or indemnity shall have included an amount

payable to the Tax Indemnitee sufficient to hold such Tax Indemnitee harmless on

an After- Tax Basis from all Taxes required to be paid by such Tax Indemnitee

with respect to such payment or indemnity under the laws of any federal, state

or local government or taxing authority in or of the United States, or under the

laws of any taxing authority or governmental subdivision in or of a foreign

country; provided that, if any Tax Indemnitee realizes and recognizes a

permanent tax benefit by reason of such payment or indemnity (whether such tax

benefit shall be by means of a foreign tax credit, investment tax credit,

depreciation or recovery deduction or otherwise), such Tax Indemnitee shall pay

to the Lessee an amount equal to the sum of such tax benefit plus any tax

benefit realized as the result of any payment made pursuant to this proviso,

when, as, if and to the extent realized; provided further that, (i) if at the

time such payment shall be due to the Lessee, a Lease Event of Default shall

have occurred and be continuing, such amount shall not be payable until such

Lease Event of Default shall have been cured, and (ii) the amount which such Tax

Indemnitee shall be required to pay to the Lessee shall not exceed the amounts

which

Participation Agreement (TRLI 2001-1B)

the Lessee has theretofore paid such Tax Indemnitee hereunder with respect to

such indemnity or a substantially identical indemnity.

For purposes of this Section 7.1, in determining the order

in which the consolidated (for federal income tax purposes) group to which such

Tax Indemnitee belongs utilizes withholding or other foreign taxes as a credit

against such group's United States income taxes, such Tax Indemnitee (and such

group) shall be deemed to utilize (i) first, all foreign taxes other than those

described in clauses (ii) and (iii) below; provided, however, that such other

foreign taxes which are carried back to the taxable year for which a

determination is being made pursuant to such clause (i) shall be deemed utilized

after the foreign taxes described in clause (ii) below, (ii) then, on a pari

passu basis, the foreign taxes indemnified hereunder together with all other

foreign taxes (including fees, taxes and other charges hereunder) with respect

to which such Tax Indemnitee (or any member of such group) is entitled to obtain

indemnification pursuant to an indemnification provision contained in any lease,

loan agreement, financing document or participation agreement (including,

without limitation, this Agreement) pursuant to which there is an agreement that

foreign taxes shall be, or shall be deemed to be, utilized on a basis no less

favorable to the indemnitor than those contemplated in this paragraph, and (iii)

third, foreign taxes attributable to transactions entered into by such Tax

Indemnitee (or any member of such group) which did not provide for foreign taxes

to be utilized or deemed utilized on at least a pari passu basis.

(g) Reports. In the event any reports with respect to

Indemnified Taxes are required to be made, the Lessee will either prepare and

file such reports (and in the case of reports which are required to be filed on

the basis of individual items of Equipment, such reports shall be prepared and

filed in such manner as to show, if required, the interest of each Tax

Indemnitee in such items of Equipment) or, if it shall not be permitted to file

the same, it will notify each Tax Indemnitee of such reporting requirements,

prepare such reports in such manner as shall be satisfactory to each Tax

Indemnitee and deliver the same to each Tax Indemnitee within a reasonable

period prior to the date the same is to be filed. The Lessee shall provide such

information as the Owner Participant or the Lessor may reasonably require from

the Lessee to enable the Owner Participant and the Lessor to fulfill their

respective tax filing, tax audit, and tax litigation obligations.

(h) Survival. In the event that, during the continuance of

this Agreement, any Indemnified Tax accrues or becomes payable or is levied or

assessed (or is attributable to the period of time during which the Lease is in

existence or prior to the return of Equipment in accordance with the provisions

of the Lease) which the Lessee is or will be obligated to pay or reimburse,

pursuant to this Section 7.1, such liability shall continue, notwithstanding the

expiration of the Lease, until all such Taxes are paid or reimbursed by the

Lessee.

Participation Agreement (TRLI 2001-1B)

(i) Affiliated Group. For purposes of applying this Section

7.1 with respect to any Tax, the term "Owner Participant" shall include each

member of the affiliated group of corporations with which Grant Holdings, Inc.

(and its successors and assigns) files consolidated or combined tax returns

relating to such Imposition.

(j) Income Tax. For purposes of this Section 7.1, the term

"Income Tax" means any Tax based on or measured by or with respect to gross or

net income (including without limitation, capital gains taxes, personal holding

company taxes, minimum taxes and tax preferences) or gross or net receipts and

Taxes which are capital, net worth, conduct of business, franchise or excess

profits taxes and interest, additions to tax, penalties, or other charges in

respect thereof (provided, however, that Taxes that are, or are in the nature

of, sales, use, rental, value-added, excise, ad valorem, or property (whether

tangible or intangible) taxes shall not constitute an Income Tax).

(k) Certain Withholding. If the Indenture Trustee fails to

with hold any Tax required to be withheld with respect to any payment to a

Lender Tax Indemnitee or any claim is otherwise asserted by a taxing authority

against any Equity Tax Indemnitee for or on account of any amount required to be

withheld from any payment to a Lender Tax Indemnitee or Certificateholder, the

Lessee will indemnify each Equity Tax Indemnitee (without regard to any

exclusions in Section 7.1(c) hereof) on an After-Tax Basis against any Taxes

required to be withheld and any interest, penalties, and additions to tax with

respect thereto, along with other costs (including attorneys' fees) incurred in

connection with such claim.

Section 7.2 General Indemnification.

(a) Claims Defined. For the purposes of Sections 7.2, 7.3

and 7.4, "Claims" shall mean any and all costs, expenses, liabilities,

obligations, losses, damages, penalties, actions or suits or claims of

whatsoever kind or nature (whether or not on the basis of negligence, strict or

absolute liability or liability in tort) which may be imposed on, incurred by,

suffered by, or asserted against an Indemnified Person, any Unit or any Pledged

Unit and, except as otherwise expressly provided in Section 7.2, 7.3 and 7.4,

shall include, but not be limited to, all reasonable out-of-pocket costs,

disbursements and expenses (including legal fees and expenses) paid or incurred

by an Indemnified Person in connection therewith or related thereto.

(b) Indemnified Person Defined. For the purposes of Sections

7.2, 7.3 and 7.4, "Indemnified Person" means the Owner Participant, the Owner

Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee, each of

their Affiliates and each of their respective directors, officers, employees,

successors and permitted assigns, agents and servants, the Trust Estate and the

Indenture Estate (the respective directors, officers, employees, successors and

permitted assigns, agents and servants of the Owner Participant, the Owner

Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and each

of their Affiliates, as applicable, together with the Owner Participant, the

Owner Trustee, Trust Company,

Participation Agreement (TRLI 2001-1B)

the Indenture Trustee, the Pass Through Trustee and each of their Affiliates, as

the case may be, being referred to herein collectively as the "Related

Indemnitee Group" of the Owner Participant, the Indenture Trustee, the Owner

Trustee, the Pass Through Trustee and the Trust Company, respectively).

under the Lease, or the Closing occurs, and subject to the exclusions stated in

Section 7.2(d) below, Lessee agrees to indemnify, protect, defend and hold

harmless each Indemnified Person on an After-Tax Basis against Claims directly

or indirectly resulting from or arising out of or alleged to result from or

arise out of (whether or not such Indemnified Person shall be indemnified as to

such Claim by any other Person but subject to Section 7.2(g)):

(i) this Agreement or any other Operative

Agreement or any of the transactions contemplated hereby and thereby or any Unit

or Pledged Unit or the ownership, lease, operation, possession, modification,

improvement, abandonment, use, non-use, maintenance, lease, sublease,

substitution, control, repair, storage, alteration, transfer or other

application or disposition, return, overhaul, testing, servicing, replacement or

registration of any Unit or Pledged Unit (including, without limitation, injury,

death or property damage of passengers, shippers or others, and environmental

control, noise and pollution regulations, or the presence, discharge, treatment,

storage, handling, generation, disposal, spillage, release, escape of or

exposure of any Person or thing to (directly or indirectly) Hazardous Sub

stances or damage to the environment (including, without limitation, costs of

investigations or assessments, clean-up costs, response costs, remediation

costs, removal costs, restoration costs, monitoring costs, costs of corrective

actions and natural resource damages)) whether or not in compliance with the

terms of the Lease or the Collateral Agency Agreement, as applicable, or by any

of the commodities, items or materials from time to time contained in any Unit

or Pledged Unit, whether or not in compliance with the terms of the Lease or the

Collateral Agency Agreement, as applicable, or by the inadequacy of any Unit or

Pledged Unit or deficiency or defect in any Unit or Pledged Unit or by any other

circumstances in connection with any Unit or Pledged Unit or by the performance

of any Unit or Pledged Unit or any risks relating thereto;

(ii) the construction, manufacture, financing,

refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or

condition of any Unit or any Pledged Unit (including, without limitation, latent

and other defects, whether or not discoverable, and any claim for patent,

trademark or copyright infringement);

(iii) any act or omission (whether negligent or

other wise) or any breach of or failure to perform or observe, or any other

non-

Participation Agreement (TRLI 2001-1B)

compliance with, any covenant, condition or agreement to be performed by, or

other obligation of, the Lessee or any Affiliate of the Lessee under any of the

Operative Agreements, or the falsity of any representation or warranty of the

Lessee or any Affiliate of the Lessee in any of the Operative Agreements to

which it is a party or in any document or certificate delivered by the Lessee or

any Affiliate of the Lessee in connection therewith other than representations

and warranties in the Tax Indemnity Agreement;

(iv) the offer, sale or delivery of any

Equipment Notes or Pass Through Certificates or any interest in the Trust Estate

or in connection with a refinancing in accordance with the terms hereof; and

(v) any violation of law, rule, regulation or

order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged

Equipment Lessee or their respective directors, officers, employees, agents or

servants.

(d) Claims Excluded. The following are excluded from the

Lessee's agreement to indemnify under this Section 7.2:

(i) Claims with respect to any Unit to the

extent attributable to acts or events occurring after (except (A) in any case

where remedies are being exercised under Section 15 of the Lease for so long as

the Lessor shall be entitled to exercise remedies under such Section 15, or (B)

the Lessee has assumed any of the obligations with respect to the Equipment

Notes under Section 3.6 of the Indenture and the Equipment Notes remain

outstanding under the Indenture) the later to occur of (x) with respect to such

Unit, the earlier to occur of the termination of the Lease or the expiration of

the Lease Term in accordance with the terms thereof, and (y) with respect to

such Unit, the return of such Unit to the Lessor in accordance with the terms of

the Lease (it being understood that, so long as any such Unit is in storage as

provided in Section 6.1(c) of the Lease, the date of return thereof for the

purpose of this clause (i) shall be the last day of the Storage Period);

(ii) Claims which are Taxes, whether or not the

Lessee is required to indemnify therefor under Section 7.1 hereof or under the

Tax Indemnity Agreement or any loss of tax benefits or increases in tax

liability whether or not the Lessee is required to indemnify a Indemnified

Person elsewhere in the Operative Agreements; provided that this clause (ii)

shall not apply to Taxes necessary to pay Claims on an After-Tax Basis;

(iii) with respect to any particular

Indemnified Person, Claims to the extent resulting from (x) the gross negligence

or willful misconduct of such Indemnified Person or a Related Party, or (y) any

breach of any covenant to be performed by such Indemnified Person or a Related

Party under any of the Operative Agreements, or the falsity of any

representation or warranty of such Indemnified

Participation Agreement (TRLI 2001-1B)

Person or a Related Party in any of the Operative Agreements or in a document or

certificate delivered in connection therewith;

(iv) Claims to the extent attributable to any

transfer by the Lessor of the Equipment or any portion thereof or any transfer

by the Owner Participant of all or any portion of its interest in the Trust

Estate other than (A) any transfer after a Lease Event of Default, (B) the

transfer of all or any portion of the Equipment or any Owner Participant's

interest in the Equipment to the Lessee, (C) the transfer of all or any portion

of the Equipment to a third party pursuant to Lessee's election to terminate the

Lease or (D) any transfer of all or any portion of the Equipment pursuant to

Section 6.9;

(v) with respect to any particular Indemnified

Person, unless such transfer is required by the terms of the Operative

Agreements or occurs during the continuance of a Lease Event of Default, Claims

relating to any offer, sale, assignment, transfer or other disposition

(voluntary or involuntary) (a) in the case of the Owner Participant, of any of

its interest in the Beneficial Interest (other than pursuant to Section 6.9) or

(b) with respect to the Loan Participant, of all or any portion of the Loan

Participant's interest in the Equipment Notes or the collateral therefor;

(vi) with respect to any particular Indemnified

Person, Claims resulting from the imposition of (x) any Lessor's Lien

attributable to such Indemnified Person or a Related Party or (y) any Lien

attributable to such Indemnified Person or a Related Party not expressly

permitted under the Operative Agreements or which such Indemnified Person is

required to remove pursuant to the terms of the Operative Agreements;

(vii) with respect to any particular

Indemnified Person, Claims to the extent the risk thereof has been expressly

assumed by such Indemnified Person in connection with the exercise by such

Indemnified Person of the right of inspection granted under Section 6.2 of the

Lease, inspection or restenciling under Section 6.1(c) of the Lease or

inspection under Section 13.2 of the Lease;

(viii) Claims relating to any amount that

constitutes principal of, or interest or premium on the Equipment Notes or the

Pass Through Certificates;

(ix) Claims relating to the payment of any

amount which constitutes Transaction Costs which the Owner Trustee is obligated

to pay pursuant to Section 2.5(a) (other than those that the Lessee may be

required to pay under Section 2.5(c) or Section 2.5(e)) or any other amount to

the extent such Indemnified Person or a Related Party has expressly agreed to

pay such amount

Participation Agreement (TRLI 2001-1B)

without a right of reimbursement, or any Claim payable by any Indemnified Person

pursuant to any provision of any Operative Agreement that expressly states that

such Claim is not subject to indemnification or reimbursement by the Lessee, or

any Claim arising out of obligations expressly assumed by the Indemnified Person

seeking indemnification or a Related Party;

(x) Claims relating to any amount that is an

ordinary and usual operating or overhead expense of any Indemnified Person (it

being understood out-of-pocket expenses payable to third parties do not

constitute "ordinary and usual operating or overhead expenses");

(xi) Claims relating to an Indenture Event of

Default that is not attributable to a Lease Event of Default;

(xii) with respect to the Owner Trustee in its

individual and trust capacities, and its Related Indemnitee Group, Claims

relating to a failure on the part of the Owner Trustee to distribute in

accordance with the Trust Agreement any amounts distributable by it thereunder;

(xiii) with respect to the Indenture Trustee in

its individual and trust capacities, Claims relating to failure on the part of

the Indenture Trustee to distribute in accordance with the Indenture any amounts

distributable by it thereunder;

(xiv) with respect to the Pass Through Trustee

in its individual and trust capacities, Claims relating to failure on the part

of the Pass Through Trustee to distribute in accordance with the Pass Through

Trust Agreement any amounts distributable by it thereunder;

(xv) Claims relating to the offer, sale or

delivery of any Equipment Note or any interest in the Trust Estate;

(xvi) Claims relating to any sale, transfer or

holding of the Equipment Notes or Pass Through Certificates being deemed to

result in a "prohibited transaction" under ERISA; or

(xvii) without affecting Lessee's obligations

under Section 2.5(b), Claims relating to the authorization or giving or

withholding of any future amendments, supplements, waivers or consents with

respect to any of the Operative Agreements which amendments, supplements,

waivers or consents are not requested by Lessee or are not specifically required

by the Operative Agreements.

(e) Insured Claims. In the case of any Claim indemnified by

the Lessee hereunder which is covered by a policy of insurance maintained by the

Participation Agreement (TRLI 2001-1B)

Lessee pursuant to Section 12 of the Lease or otherwise, each Indemnified Person

agrees to provide reasonable cooperation to the insurers in the exercise of

their rights to investigate, defend, settle or compromise such Claim as may be

required to retain the benefits of such insurance with respect to such Claim.

(f) Claims Procedure. An Indemnified Person shall, after

obtaining knowledge thereof, promptly notify the Lessee of any Claim as to which

indemnification is sought; provided, however, that the failure to give such

notice shall not release the Lessee from any of its obligations under this

Section 7.2, except (but only if neither the Lessee nor TILC shall have actual

knowledge of such Claim) to the extent that failure to give notice of any

action, suit or proceeding against such Indemnified Person shall have a material

adverse effect on Lessee's ability to defend such Claim or recover proceeds

under any insurance policies maintained by the Lessee or to the extent Lessee's

indemnification obligations are increased as a result of such failure. The

Lessee shall, after obtaining knowledge thereof, promptly notify each

Indemnified Person of any indemnified Claim affecting such Indemnified Person.

Subject to the provisions of the following paragraph, the Lessee shall at its

sole cost and expense be entitled to control, and shall assume full

responsibility for, the defense of such claim or liability; provided that the

Lessee shall confirm to such Indemnified Person Lessee's obligations to

indemnify hereunder for such Claim, shall keep the Indemnified Person which is

the subject of such proceeding fully apprised of the status of such proceeding

and shall provide such Indemnified Person with all information with respect to

such proceeding as such Indemnified Person shall reasonably request. To the

extent that a Claim is made against Lessee pursuant to this Section 7.2 at a

time when an identical claim for indemnification arising from substantially

similar facts and circumstances is being asserted against TILC, TRMI and/or

Trinity pursuant to this Section 7 or Section 4 of the Trinity Guaranty, if

Lessee is entitled to control the defense of such Claim pursuant to this Section

7.2 and at the same time TILC, TRMI and/or Trinity, as the case may be, is

entitled to control the defense of such claim or liability pursuant to this

Section 7 or Section 4 of the Trinity Guaranty, Lessee's indemnification

obligations under this Section 7.2 shall not be reduced as a result of the

inability of Lessee to control the defense of such Claim where such inability to

control the defense of such Claim is caused by the exercise by TILC, TRMI and/or

Trinity, as applicable, of such Person's right to control the defense of such

indemnified claim as provided by this Section 7 or Section 4 of the Trinity

Guaranty.

Notwithstanding any of the foregoing to the contrary, the

Lessee shall not be entitled to control and assume responsibility for the

defense of any Claim if (1) a Lease Event of Default shall have occurred and be

continuing, (2) such proceeding will involve any material danger of the sale,

forfeiture or loss of, or the creation of any Lien (other than any Lien

permitted under the Operative Agreements or a Lien which is adequately bonded to

the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3)

in the good faith opinion of such Indemnified Person, there exists an actual or

potential conflict of interest such that it is advisable

Participation Agreement (TRLI 2001-1B)

for such Indemnified Person to retain control of such proceeding, (4) such Claim

involves the possibility of criminal sanctions or liability to such Indemnified

Person or (5) an Equity Insufficiency Circumstance shall exist. In the

circumstances described in clauses (1) - (5), the Indemnified Person shall be

entitled to control and assume responsibility for the defense of such claim or

liability at the expense of the Lessee. In addition, any Indemnified Person may

participate in any proceeding controlled by the Lessee pursuant to this Section

7.2, but only to the extent that such Person's participation does not in the

reasonable opinion of counsel to the Lessee materially interfere with such

control, at its own expense, in respect of any such proceeding as to which the

Lessee shall have acknowledged in writing its obligation to indemnify the

Indemnified Person pursuant to this Section 7.2, and at the expense of the

Lessee in respect of any such proceeding as to which the Lessee shall not have

so acknowledged its obligation to the Indemnified Person pursuant to this

Section 7.2. The Lessee may in any event participate in all such proceedings at

its own cost. Nothing contained in this Section 7.2(f) shall be deemed to

require an Indemnified Person to contest any Claim or to assume responsibility

for or control of any judicial proceeding with respect thereto. No Indemnified

Person shall enter into any settlement or other compromise with respect to any

Claim without the prior written consent of the Lessee unless the Indemnified

Person waives its rights to indemnification hereunder.

(g) Subrogation. If a Claim indemnified by the Lessee under

this Section 7.2 is paid in full by the Lessee and/or an insurer under a policy

of insurance maintained by the Lessee, the Lessee and/or such insurer, as the

case may be, shall be subrogated to the extent of such payment to the rights and

remedies of the Indemnified Person (other than under insurance policies

maintained by such Indemnified Person) on whose behalf such Claim was paid with

respect to the transaction or event giving rise to such Claim. Should an

Indemnified Person receive any refund, in whole or in part, with respect to any

Claim paid by the Lessee hereunder, it shall promptly pay over the amount

refunded (but not in excess of the amount the Lessee or any of its insurers has

paid) to the Lessee; provided, however, so long as a Lease Event of Default

shall have occurred and be continuing, such amount may be held by the Collateral

Agent as security for the Lessee's obligations under the Lease and the other

Operative Agreements; provided, further, only with respect to the Owner

Participant and its Related Indemnitee Group, so long as an event referred to in

clause (5) of Section 7.2(f) hereof shall have occurred and be continuing, such

amount may be held by the Owner Trustee as security for the Lessee's obligations

with respect to the Equity Insufficiency Circumstance.

Section 7.3 Indemnification by TILC.

(a) Claims Indemnified. Whether or not any Unit is accepted

under the Lease, or the Closing occurs, and subject to the exclusions stated in

Section 7.3(b) below, TILC agrees to indemnify, protect, defend and hold

harmless

Participation Agreement (TRLI 2001-1B)

each Indemnified Person on an After-Tax Basis against Claims directly or

indirectly resulting from or arising out of or alleged to result from or arise

out of (whether or not such Indemnified Person shall be indemnified as to such

Claim by any other Person but subject to Section 7.3(d)):

(i) any breach of or any inaccuracy in any

representation or warranty made by TILC in this Agreement or any of the other

Operative Agreements or in any certificate delivered by TILC pursuant hereto or

thereto;

(ii) any breach of or failure by TILC to

perform any covenant or obligation of TILC set out in or contemplated by this

Agreement or any of the other Operative Agreements; and

(iii) any violation of law, rule, regulation or

order by TILC or its directors, officers, employees, agents or servants.

(b) Claims Excluded. The following are excluded from TILC's

agreement to indemnify under this Section 7.3:

(i) Claims with respect to any Unit to the

extent attributable to acts or events occurring after (except (A) in any case

where remedies are being exercised under Section 15 of the Lease for so long as

the Lessor shall be entitled to exercise remedies under such Section 15, or (B)

the Lessee has assumed any of the obligations with respect to the Equipment

Notes under Section 3.6 of the Indenture and the Equipment Notes remain

outstanding under the Indenture) the later to occur of (x) with respect to such

Unit, the earlier to occur of the termination of the Lease or the expiration of

the Lease Term in accordance with the terms thereof, and (y) with respect to

such Unit, the return of such Unit to the Lessor in accordance with the terms of

the Lease (it being understood that, so long as any Unit is in storage as

provided in Section 6.1(c) of the Lease, the date of return thereof for the

purpose of this clause (i) shall be the last day of the Storage Period);

(ii) Claims which are Taxes or any loss of tax

benefits or increases in tax liability; provided that this clause (ii) shall not

apply to Taxes necessary to pay Claims on an After-Tax Basis;

(iii) with respect to any particular

Indemnified Person, Claims to the extent resulting from (x) the gross negligence

or willful misconduct of such Indemnified Person or a Related Party, or (y) any

breach of any covenant to be performed by such Indemnified Person or a Related

Party under any of the Operative Agreements, or the falsity of any

representation or warranty of such Indemnified Person or a Related Party in any

of the Operative Agreements or in a document or certificate delivered in

connection therewith;

Participation Agreement (TRLI 2001-1B)

(iv) Claims to the extent attributable to any

transfer by the Lessor of the Equipment or any portion thereof or any transfer

by the Owner Participant of all or any portion of its interest in the Trust

Estate other than (A) any transfer after a Lease Event of Default, (B) the

transfer of all or any portion of the Equipment or any Owner Participant's

interest in the Equipment to the Lessee, (C) the transfer of all or any portion

of the Equipment to a third party pursuant to Lessee's election to terminate the

Lease or (D) any transfer of all or any portion of the Equipment pursuant to

Section 6.9;

(v) with respect to any particular Indemnified

Person, unless such transfer is required by the terms of the Operative

Agreements or occurs during the continuance of a Lease Event of Default, Claims

relating to any offer, sale, assignment, transfer or other disposition

(voluntary or involuntary) (a) in the case of the Owner Participant, of any of

its interest in the Beneficial Interest (other than pursuant to Section 6.9), or

(b) with respect to the Loan Participant, of all or any portion of its interest

in the Equipment Notes or the collateral therefor;

(vi) with respect to any particular Indemnified

Person, Claims resulting from the imposition of (x) any Lessor's Lien

attributable to such Indemnified Person or a Related Party or (y) any Lien

attributable to such Indemnified Person or a Related Party not expressly

permitted under the Operative Agreements or which such Indemnified Person is

required to remove pursuant to the terms of the Operative Agreements;

(vii) with respect to any particular

Indemnified Person, Claims to the extent the risk thereof has been expressly

assumed by such Indemnified Person in connection with the exercise by such

Indemnified Person of the right of inspection granted under Section 6.2 of the

Lease, inspection or restenciling under Section 6.1(c) of the Lease or

inspection under Section 13.2 of the Lease;

(viii) Claims relating to any amount that

constitutes principal of, or interest or premium on the Equipment Notes or the

Pass Through Certificates;

(ix) Claims relating to the payment of any

amount which constitutes Transaction Costs which the Owner Trustee is obligated

to pay pursuant to Section 2.5(a) (other than those that the Lessee may be

required to pay under Section 2.5(c) or Section 2.5(e)) or any other amount to

the extent such Indemnified Person or a Related Party has expressly agreed to

pay such amount without a right of reimbursement, or any Claim payable by any

Indemnified Person pursuant to any provision of any Operative Agreement that

expressly states that such Claim is not subject to indemnification or

reimbursement by the Lessee, or any

Participation Agreement (TRLI 2001-1B)

Claim arising out of obligations expressly assumed by the Indemnified Person

seeking indemnification or a Related Party;

(x) Claims relating to any amount that is an

ordinary and usual operating or overhead expense of any Indemnified Person (it

being understood out-of-pocket expenses payable to third parties do not

constitute "ordinary and usual operating or overhead expenses");

(xi) Claims relating to an Indenture Event of

Default that is not attributable to a Manager Default;

(xii) with respect to the Owner Trustee in its

individual and trust capacities, and its Related Indemnitee Group, Claims

relating to a failure on the part of the Owner Trustee to distribute in

accordance with the Trust Agreement any amounts distributable by it thereunder;

(xiii) with respect to the Indenture Trustee in

its individual and trust capacities, Claims relating to failure on the part of

the Indenture Trustee to distribute in accordance with the Indenture any amounts

distributable by it thereunder;

(xiv) with respect to the Pass Through Trustee

in its individual and trust capacities, Claims relating to failure on the part

of the Pass Through Trustee to distribute in accordance with the Pass Through

Trust Agreement any amounts distributable by it thereunder;

(xv) Claims relating to the offer, sale or

delivery of any Equipment Note or any interest in the Trust Estate;

(xvi) Claims relating to any sale, transfer or

holding of the Equipment Notes or Pass Through Certificates being deemed to

result in a "prohibited transaction" under ERISA; or

(xvii) Claims relating to the authorization or

giving or withholding of any future amendments, supplements, waivers or consents

with respect to any of the Operative Agreements which amendments, supplements,

waivers or consents are not requested by TILC or are not specifically required

by the Operative Agreements.

obtaining knowledge thereof, promptly notify TILC of any Claim as to which

indemnification is sought; provided, however, that the failure to give such

notice shall not release TILC from any of its obligations under this Section

7.3, except (but only if TILC shall not have actual knowledge of such Claim) to

the extent that

Participation Agreement (TRLI 2001-1B)

failure to give notice of any action, suit or proceeding against such

Indemnified Person shall have a material adverse effect on TILC's ability to

defend such Claim or recover proceeds under any insurance policies maintained by

TILC or to the extent TILC's indemnification obligations are increased as a

result of such failure. TILC shall, after obtaining knowledge thereof, promptly

notify each Indemnified Person of any indemnified Claim affecting such

Indemnified Person. Subject to the provisions of the following paragraph, TILC

shall at its sole cost and expense be entitled to control, and shall assume full

responsibility for, the defense of such claim or liability; provided that TILC

shall confirm to such Indemnified Person TILC's obligations to indemnify

hereunder for such Claim, shall keep the Indemnified Person which is the subject

of such proceeding fully apprised of the status of such proceeding and shall

provide such Indemnified Person with all information with respect to such

proceeding as such Indemnified Person shall reasonably request. To the extent

that a Claim is made against TILC pursuant to this Section 7.3 at a time when an

identical claim for indemnification arising from substantially similar facts and

circumstances is being asserted against Lessee, TRMI and/or Trinity pursuant to

this Section 7 or Section 4 of the Trinity Guaranty, if TILC is entitled to

control the defense of such Claim pursuant to this Section 7.3 and at the same

time Lessee, TRMI and/or Trinity, as the case may be, is entitled to control the

defense of such claim or liability pursuant to this Section 7 or Section 4 of

the Trinity Guaranty, TILC's indemnification obligations under this Section 7.3

shall not be reduced as a result of the inability of TILC to control the defense

of such Claim where such inability to control the defense of such Claim is

caused by the exercise by Lessee, TRMI and/or Trinity, as applicable, of such

Person's right to control the defense of such indemnified claim as provided by

this Section 7 or Section 4 of the Trinity Guaranty.

Notwithstanding any of the foregoing to the contrary, TILC

shall not be entitled to control and assume responsibility for the defense of

any Claim if (1) a Lease Event of Default shall have occurred and be continuing,

(2) such proceeding will involve any material danger of the sale, forfeiture or

loss of, or the creation of any Lien (other than any Lien permitted under the

Operative Agreements or a Lien which is adequately bonded to the satisfaction of

such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith

opinion of such Indemnified Person, there exists an actual or potential conflict

of interest such that it is advisable for such Indemnified Person to retain

control of such proceeding, (4) such Claim involves the possibility of criminal

sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency

Circumstance shall exist. In the circumstances described in clauses (1) - (5),

the Indemnified Person shall be entitled to control and assume responsibility

for the defense of such claim or liability at the expense of TILC. In addition,

any Indemnified Person may participate in any proceeding controlled by TILC

pursuant to this Section 7.3, but only to the extent that such Person's

participation does not in the reasonable opinion of counsel to TILC materially

interfere with such control, at its own expense, in respect of any such

Participation Agreement (TRLI 2001-1B)

proceeding as to which TILC shall have acknowledged in writing its obligation to

indemnify the Indemnified Person pursuant to this Section 7.3, and at the

expense of TILC in respect of any such proceeding as to which TILC shall not

have so acknowledged its obligation to the Indemnified Person pursuant to this

Section 7.3. TILC may in any event participate in all such proceedings at its

own cost. Nothing contained in this Section 7.3(c) shall be deemed to require an

Indemnified Person to contest any Claim or to assume responsibility for or

control of any judicial proceeding with respect thereto. No Indemnified Person

shall enter into any settlement or other compromise with respect to any Claim

without the prior written consent of TILC unless the Indemnified Person waives

its rights to indemnification hereunder.

(d) Subrogation. If a Claim indemnified by TILC under this

Section 7.3 is paid in full by TILC and/or an insurer under a policy of

insurance maintained by TILC, TILC and/or such insurer, as the case may be,

shall be subrogated to the extent of such payment to the rights and remedies of

the Indemnified Person (other than under insurance policies maintained by such

Indemnified Person) on whose behalf such Claim was paid with respect to the

transaction or event giving rise to such Claim. Should an Indemnified Person

receive any refund, in whole or in part, with respect to any Claim paid by TILC

hereunder, it shall promptly pay over the amount refunded (but not in excess of

the amount TILC or any of its insurers has paid) to TILC; provided, however, so

long as a Lease Event of Default shall have occurred and be continuing, such

amount may be held by the Collateral Agent as security for TILC's obligations

under the Management Agreement and the other Operative Agreements; provided,

further, only with respect to the Owner Participant and its Related Indemnitee

Group, so long as an event referred to in clause (5) of Section 7.3(c) hereof

shall have occurred and be continuing, such amount may be held by the Owner

Trustee as security for the Lessee's obligations with respect to the Equity

Insufficiency Circumstance.

Section 7.4 Indemnification by TRMI.

(a) Claims Indemnified. Whether or not any Unit is accepted

under the Lease, or the Closing occurs, and subject to the exclusions stated in

Section 7.4(b) below, TRMI agrees to indemnify, protect, defend and hold

harmless each Indemnified Person on an After-Tax Basis against Claims directly

or indirectly resulting from or arising out of or alleged to result from or

arise out of (whether or not such Indemnified Person shall be indemnified as to

such Claim by any other Person but subject to Section 7.4(d)):

(i) any breach of or any inaccuracy in any

representation or warranty made by TRMI in this Agreement or any of the other

Operative Agreements or in any certificate delivered by TRMI pursuant hereto or

thereto;

Participation Agreement (TRLI 2001-1B)

(ii) any breach of or failure by TRMI to

perform any covenant or obligation of TRMI set out in or contemplated by this

Agreement or any of the other Operative Agreements; and

(iii) any violation of law, rule, regulation or

order by TRMI or its directors, officers, employees, agents or servants.

(b) Claims Excluded. The following are excluded from TRMI's

agreement to indemnify under this Section 7.4:

(i) Claims with respect to any Unit to the

extent attributable to acts or events occurring after (except (A) in any case

where remedies are being exercised under Section 15 of the Lease for so long as

the Lessor shall be entitled to exercise remedies under such Section 15, or (B)

the Lessee has assumed any of the obligations with respect to the Equipment

Notes under Section 3.6 of the Indenture and the Equipment Notes remain

outstanding under the Indenture) the later to occur of (x) with respect to such

Unit, the earlier to occur of the termination of the Lease or the expiration of

the Lease Term in accordance with the terms thereof, and (y) with respect to

each Unit, the return of such Unit to the Lessor in accordance with the terms of

the Lease (it being understood that, so long as any Unit is in storage as

provided in Section 6.1(c) of the Lease, the date of return thereof for the

purpose of this clause (i) shall be the last day of the Storage Period);

(ii) Claims which are Taxes or any loss of tax

benefits or increases in tax liability; provided that this clause (ii) shall not

apply to Taxes necessary to pay Claims on an After-Tax Basis;

(iii) with respect to any particular

Indemnified Person, Claims to the extent resulting from (x) the gross negligence

or willful misconduct of such Indemnified Person or a Related Party, or (y) any

breach of any covenant to be performed by such Indemnified Person or a Related

Party under any of the Operative Agreements, or the falsity of any

representation or warranty of such Indemnified Person or a Related Party in any

of the Operative Agreements or in a document or certificate delivered in

connection therewith;

(iv) Claims to the extent attributable to any

transfer by the Lessor of the Equipment or any portion thereof or any transfer

by the Owner Participant of all or any portion of its interest in the Trust

Estate other than (A) any transfer after a Lease Event of Default, (B) the

transfer of all or any portion of the Equipment or any Owner Participant's

interest in the Equipment to the Lessee, (C) the transfer of all or any portion

of the Equipment to a third party pursuant to Lessee's election to terminate the

Lease or (D) any transfer of all or any portion of the Equipment pursuant to

Section 6.9;

Participation Agreement (TRLI 2001-1B)

(v) with respect to any particular Indemnified

Person, unless such transfer is required by the terms of the Operative

Agreements or occurs during the continuance of a Lease Event of Default, Claim

relating to any offer, sale, assignment, transfer or other disposition

(voluntary or involuntary) (a) in the case of the Owner Participant, of any of

its interest in the Beneficial Interest (other than pursuant to Section 6.9), or

(b) with respect to the Loan Participant, of all or any portion of its interest

in the Equipment Notes or the collateral therefor;

(vi) with respect to any particular Indemnified

Person, Claims resulting from the imposition of (x) any Lessor's Lien

attributable to such Indemnified Person or a Related Party or (y) any Lien

attributable to such Indemnified Person or a Related Party not expressly

permitted under the Operative Agreements or which such Indemnified Person is

required to remove pursuant to the terms of the Operative Agreements;

(vii) with respect to any particular

Indemnified Person, Claims to the extent the risk thereof has been expressly

assumed by such Indemnified Person in connection with the exercise by such

Indemnified Person of the right of inspection granted under Section 6.2 of the

Lease, inspection or restenciling under Section 6.1(c) of the Lease or

inspection under Section 13.2 of the Lease;

(viii) Claims relating to any amount that

constitutes principal of, or interest or premium on the Equipment Notes or the

Pass Through Certificates;

(ix) Claims relating to the payment of any

amount which constitutes Transaction Costs which the Owner Trustee is obligated

to pay pursuant to Section 2.5(a) (other than those that the Lessee may be

required to pay under Section 2.5(c) or Section 2.5(e)) or any other amount to

the extent such Indemnified Person or a Related Party has expressly agreed to

pay such amount without a right of reimbursement, or any Claim payable by any

Indemnified Person pursuant to any provision of any Operative Agreement that

expressly states that such Claim is not subject to indemnification or

reimbursement by the Lessee, or any Claim arising out of obligations expressly

assumed by the Indemnified Person seeking indemnification or a Related Party;

(x) Claims relating to any amount that is an

ordinary and usual operating or overhead expense of any Indemnified Person (it

being understood out-of-pocket expenses payable to third parties do not

constitute "ordinary and usual operating or overhead expenses");

(xi) Claims relating to an Indenture Event of

Default that is not attributable to a Manager Default;

Participation Agreement (TRLI 2001-1B)

(xii) with respect to the Owner Trustee in its

individual and trust capacities, and its Related Indemnitee Group, any Claims

relating to a failure on the part of the Owner Trustee to distribute in

accordance with the Trust Agreement any amounts distributable by it thereunder;

(xiii) with respect to the Indenture Trustee in

its individual and trust capacities, any Claims relating to failure on the part

of the Indenture Trustee to distribute in accordance with the Indenture any

amounts distributable by it thereunder;

(xiv) with respect to the Pass Through Trustee

in its individual and trust capacities, any Claims relating to failure on the

part of the Pass Through Trustee to distribute in accordance with the Pass

Through Trust Agreement or Pass Through Trust Supplement any amounts

distributable by it thereunder;

(xv) Claims relating to the offer, sale or

delivery of any Equipment Note or any interest in the Trust Estate;

(xvi) Claims relating to any sale, transfer or

holding of the Equipment Notes or Pass Through Certificates being deemed to

result in a "prohibited transaction" under ERISA; or

(xvii) any Claims relating to the authorization

or giving or withholding of any future amendments, supplements, waivers or

consents with respect to any of the Operative Agreements which amendments,

supplements, waivers or consents are not requested by TRMI or are not

specifically required by the Operative Agreements.

obtaining knowledge thereof, promptly notify TRMI of any Claim as to which

indemnification is sought; provided, however, that the failure to give such

notice shall not release TRMI from any of its obligations under this Section

7.4, except (but only if TRMI shall not have actual knowledge of such Claim) to

the extent that failure to give notice of any action, suit or proceeding against

such Indemnified Person shall have a material adverse effect on TRMI's ability

to defend such Claim or recover proceeds under any insurance policies maintained

by TRMI or to the extent TRMI's indemnification obligations are increased as a

result of such failure. TRMI shall, after obtaining knowledge thereof, promptly

notify each Indemnified Person of any indemnified Claim affecting such

Indemnified Person. Subject to the provisions of the following paragraph, TRMI

shall at its sole cost and expense be entitled to control, and shall assume full

responsibility for, the defense of such claim or liability; provided that TRMI

shall confirm to such Indemnified Person TRMI's obligations to indemnify

hereunder for such Claim, shall keep the Indemnified Person which is the subject

of such proceeding fully apprised of the status of such

Participation Agreement (TRLI 2001-1B)

proceeding and shall provide such Indemnified Person with all information with

respect to such proceeding as such Indemnified Person shall reasonably request.

To the extent that a Claim is made against TRMI pursuant to this Section 7.4 at

a time when an identical claim for indemnification arising from substantially

similar facts and circumstances is being asserted against Lessee, TILC and/or

Trinity pursuant to this Section 7 or Section 4 of the Trinity Guaranty, if TRMI

is entitled to control the defense of such Claim pursuant to this Section 7.4

and at the same time Lessee, TILC and/or Trinity, as the case may be, is

entitled to control the defense of such claim or liability pursuant to this

Section 7 or Section 4 of the Trinity Guaranty, TRMI's indemnification

obligations under this Section 7.4 shall not be reduced as a result of the

inability of TRMI to control the defense of such Claim where such inability to

control the defense of such Claim is caused by the exercise by Lessee, TILC

and/or Trinity, as applicable, of such Person's right to control the defense of

such indemnified claim as provided by this Section 7 or Section 4 of the Trinity

Guaranty.

Notwithstanding any of the foregoing to the contrary, TRMI

shall not be entitled to control and assume responsibility for the defense of

any Claim if (1) a Lease Event of Default shall have occurred and be continuing,

(2) such proceeding will involve any material danger of the sale, forfeiture or

loss of, or the creation of any Lien (other than any Lien permitted under the

Operative Agreements or a Lien which is adequately bonded to the satisfaction of

such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith

opinion of such Indemnified Person, there exists an actual or potential conflict

of interest such that it is advisable for such Indemnified Person to retain

control of such proceeding, (4) such Claim involves the possibility of criminal

sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency

Circumstance shall exist. In the circumstances described in clauses (1) - (5),

the Indemnified Person shall be entitled to control and assume responsibility

for the defense of such claim or liability at the expense of TRMI. In addition,

any Indemnified Person may participate in any proceeding controlled by TRMI

pursuant to this Section 7.4, but only to the extent that such Person's

participation does not in the reasonable opinion of counsel to TRMI materially

interfere with such control, at its own expense, in respect of any such

proceeding as to which TRMI shall have acknowledged in writing its obligation to

indemnify the Indemnified Person pursuant to this Section 7.4, and at the

expense of TRMI in respect of any such proceeding as to which TRMI shall not

have so acknowledged its obligation to the Indemnified Person pursuant to this

Section 7.4. TRMI may in any event participate in all such proceedings at its

own cost. Nothing contained in this Section 7.4(c) shall be deemed to require an

Indemnified Person to contest any Claim or to assume responsibility for or

control of any judicial proceeding with respect thereto. No Indemnified Person

shall enter into any settlement or other compromise with respect to any Claim

without the prior written consent of TRMI unless the Indemnified Person waives

its rights to indemnification hereunder.

Participation Agreement (TRLI 2001-1B)

(d) Subrogation. If a Claim indemnified by TRMI under this

Section 7.4 is paid in full by TRMI and/or an insurer under a policy of

insurance maintained by TRMI, TRMI and/or such insurer, as the case may be,

shall be subrogated to the extent of such payment to the rights and remedies of

the Indemnified Person (other than under insurance policies maintained by such

Indemnified Person) on whose behalf such Claim was paid with respect to the

transaction or event giving rise to such Claim. Should an Indemnified Person

receive any refund, in whole or in part, with respect to any Claim paid by TRMI

hereunder, it shall promptly pay over the amount refunded (but not in excess of

the amount TRMI or any of its insurers has paid) to TRMI; provided, however, so

long as a Lease Event of Default shall have occurred and be continuing, such

amount may be held by the Collateral Agent as security for TRMI's obligations

under the Administrative Services Agreement and the other Operative Agreements;

provided, further, only with respect to the Owner Participant and its Related

Indemnitee Group, so long as an event referred to in clause (5) of Section

7.4(c) hereof shall have occurred and be continuing, such amount may be held by

the Owner Trustee as security for the Lessee's obligations with respect to the

Equity Insufficiency Circumstance.

SECTION 8. LESSEE'S RIGHT OF QUIET ENJOYMENT.

Each party to this Agreement acknowledges notice of, and consents in

all respects to, the terms of the Lease, and expressly, severally and as to its

own actions only, agrees that, so long as no Lease Event of Default has occurred

and is continuing, it shall not take or cause to be taken any action contrary

to the Lessee's rights under the Lease, including, without limitation, the right

to possession, use and quiet enjoyment by the Lessee of the Equipment, or by any

Sublessee of the Equipment or by any Pledged Equipment Lessee of the Pledged

Equipment.

SECTION 9. SUCCESSOR INDENTURE TRUSTEE.

In the event that the Indenture Trustee gives notice of its resignation

pursuant to Section 8.2 of the Indenture, the Owner Trustee shall promptly

appoint a successor Indenture Trustee reasonably acceptable to the Lessee.

SECTION 10. MISCELLANEOUS.

Section 10.1 Consents. Each Participant covenants and agrees (subject,

in the case of the Loan Participant, to all of the terms and provisions of the

Indenture) that it shall not unreasonably withhold its consent to any consent

requested by the Lessee, TILC, TRMI, the Owner Trustee, the Pass Through Trustee

or the Indenture Trustee, as the case may be, under the terms of the Operative

Agreements that by its terms is not to be unreasonably withheld by the Owner

Trustee or the Indenture Trustee.

Participation Agreement (TRLI 2001-1B)

Section 10.2 Refinancing. So long as no Lease Event of Default shall

have occurred and be continuing, the Lessee shall have the right, at any time

following the fifth anniversary of the Closing Date, and provided that Lessee is

simultaneously exercising the refinancing option provided by Section 10.2 of the

Other Participation Agreement, to request the Owner Participant and the Owner

Trustee to effect an optional prepayment of all, but not less than all, of the

Equipment Notes pursuant to Section 2.10(d) of the Indenture as part of a

refunding or refinancing operation, provided that the Lessee shall obtain the

prior consent of the Owner Participant to be granted in the sole discretion of

the Owner Participant acting in good faith if such refinancing imposes any

increased risk or liability on or otherwise adversely affects, the Owner

Participant; provided further, that the Owner Participant shall not with hold

such consent if in its sole judgment (i) any increased risk, or liability is

both remote and not material, (ii) the Lessee is at the time at least as

creditworthy as on the Closing Date and (iii) Lessee provides an indemnity, in

form and substance satisfactory to the Owner Participant, for such increased

risk or liability. As soon as practicable after receipt of such request and

consent, if required, the Owner Participant and the Lessee will enter into an

agreement, in form and substance satisfactory to the parties thereto, as to the

terms of such refunding or refinancing as follows:

(a) the Lessee, the Owner Participant, the Indenture

Trustee, the Owner Trustee, and any other appropriate parties will enter into a

financing or loan agreement (which may involve an underwriting agreement in

connection with a public offering), in form and substance reasonably

satisfactory to the parties thereto, providing for (i) the issuance and sale by

the Owner Trustee or such other party as may be appropriate on the date

specified in such agreement (for the purposes of this Section 10.2, the

"Refunding Date") of debt securities in an aggregate principal amount (in the

lawful currency of the United States) equal to the principal amount of the

Equipment Notes outstanding on the Refunding Date, having the same maturity date

as said Equipment Notes and having a weighted average life which is not less

than or greater than (in either case, by more than three months) the Remaining

Weighted Average Life of said Equipment Notes, (ii) the application of the

proceeds of the sale of such debt securities to the prepayment of all such

Equipment Notes on the Refunding Date, and (iii) payment by Lessee to the Person

or Persons entitled thereto of all other amounts, in respect of accrued

interest, any Make Whole Amount or other premium, if any, payable on such

Refunding Date;

(b) the Lessee and the Owner Trustee will amend the Lease in

a manner such that (i) if the Refunding Date is not a Rent Payment Date and the

accrued and unpaid interest on the Equipment Notes is not otherwise paid

pursuant to Section 10.2(a), the Lessee shall on the Refunding Date prepay that

portion of the next succeeding installment of Basic Rent as shall equal the

aggregate interest accrued on the Equipment Notes outstanding to the Refunding

Date, (ii) Basic Rent payable in respect of the period from and after the

Refunding Date shall be

Participation Agreement (TRLI 2001-1B)

recalculated to preserve the Net Economic Return which the Owner Participant

would have realized had such refunding not occurred, provided that the net

present value of Basic Rent shall be minimized to the extent consistent

therewith, and (iii) amounts payable in respect of Stipulated Loss Value,

Stipulated Loss Amount, Early Purchase Price, Termination Value and Termination

Amount from and after the Refunding Date shall be appropriately recalculated to

preserve the Net Economic Return which the Owner Participant would have realized

had such refunding not occurred (it being agreed that any recalculations

pursuant to subclauses (ii) and (iii) of this clause (b) shall be performed in

accordance with the requirements of Section 2.6 hereof);

provide for the securing thereunder of the debt securities issued by the Owner

Trustee pursuant to clause (a) of this Section 10.2 in like manner as the

Equipment Notes and/or will enter into such amendments and supplements to the

Indenture as may be necessary to effect such refunding or refinancing, which

agreements, amendments and/or supplements shall be reasonably satisfactory in

form and substance to the Owner Participant; provided that, no such agreement

or amendment shall provide for any increase in the security for the new debt

securities; and provided further that, notwithstanding the foregoing (but

subject to the provisions of clauses (a) and (b) and the lead in paragraph of

this Section 10.2 above), the Lessee reserves the right to set the economic

terms and other terms not customarily negotiated between an owner participant

and a lender of the refunding or refinancing transaction except to the extent

adversely affecting cash flow, coverage ratios and reserve accounts as to the

Owner Participant to be so offered to the extent that they are passed through to

the Lessee in, or define rights or obligations of the Lessee under, the

Operative Agreements; provided, further, that no such amendment or supplement

will in the sole judgment of the Owner Participant increase its obligations or

impair its rights under the Operative Agreements or otherwise adversely affect

it without the consent of the Owner Participant;

(d) (i) in the case of a refunding or refinancing involving

a public offering of debt securities, neither the Owner Trustee nor the Owner

Participant shall be an "issuer" for securities law purposes or an "obligor"

within the meaning of the Trust Indenture Act of 1939, as amended, the offering

materials (including any registration statement) for the refunding or

refinancing transaction shall be reason ably satisfactory to the Owner

Participant and (ii) the Lessee shall provide satisfactory indemnity to the

Owner Trustee and Owner Participant with respect to the refunding or

refinancing;

(e) unless otherwise agreed by the Owner Participant, the

Lessee shall pay to the Owner Trustee as Supplemental Rent an amount, on an

After-Tax Basis, equal to any Make-Whole Amount, Late Payment Premium, if any,

payable in respect of Equipment Notes outstanding on the Refunding Date pursuant

to the Indenture, all interest which is accrued and unpaid in respect of late

payments of

Participation Agreement (TRLI 2001-1B)

Basic Rent or any part thereof, all reasonable fees, costs, expenses of such

refunding or refinancing and of the parties hereto incurred in connection with

such refunding or refinancing (including all reasonable out-of-pocket legal fees

and expenses and the reasonable fees of any financial advisors);

(f) the Lessee shall give the Indenture Trustee, the Pass

Through Trustee and the Owner Participant not less than 25 days prior written

notice of the Refunding Date;

(g) the Owner Participant, the Owner Trustee, the Pass

Through Trustee and the Indenture Trustee shall have received (i) such opinions

of counsel as they may reasonably request concerning compliance with the

Securities Act of 1933, as amended, and any other applicable law relating to the

sale of securities and (ii) such other opinions of counsel and such certificates

and other documents, each in form and substance reasonably satisfactory to them,

as they may reasonably request in connection with compliance with the terms and

conditions of this Section 10.2; and

(h) all necessary authorizations, approvals and consents

shall have been obtained and shall be in full force and effect.

The Lessee shall pay to or reimburse the Participants, the

Owner Trustee and the Indenture Trustee for all costs and expenses (including

reasonable attorneys' and accountants' fees) paid or incurred by them in

connection with such refunding or refinancing.

Section 10.3 Amendments and Waivers. Except as otherwise provided in

the Indenture, no term, covenant, agreement or condition of this Agreement 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 against which enforcement of the

termination, amendment or waiver is sought.

Section 10.4 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, and any such notice shall become effective (i) upon

personal delivery thereof, including, without limitation, by reputable overnight

courier, or (ii) in the case of notice by facsimile, upon confirmation of

receipt thereof, provided such transmission is promptly further confirmed by any

of the methods set forth in clause (i) above, in each case addressed to each

party hereto at its address set forth below or, in the case of any such party

hereto, at such other address as such party may from time to time designate by

written notice to the other parties hereto:

If to the Lessee:

Participation Agreement (TRLI 2001-1B)

Trinity Rail Leasing I L.P.

0000 Xxxxxxxx Xxxxxxx

Xxxxxx, XX 00000

Attention: Vice President Leasing

Operations

Re: (TRLI 2001-1B)

Fax No.: (000) 000-0000

Confirmation No.: (000) 000-0000

If to TILC:

Trinity Industries Leasing Company

0000 Xxxxxxxx Xxxxxxx

Xxxxxx, XX 00000

Attention: Vice President Leasing

Operations

Re: (TRLI 2001-1B)

Fax No.: (000) 000-0000

Confirmation No.: (000) 000-0000

If to TRMI:

Trinity Rail Management, Inc.

0000 Xxxxxxxx Xxxxxxx

Xxxxxx, XX 00000

Attention: Vice President Leasing

Operations

Re: (TRLI 2001-1B)

Fax No.: (000) 000-0000

Confirmation No.: (000) 000-0000

If to the Owner Trustee:

TRLI 2001-1B 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

Facsimile No.: (000) 000-0000

Confirmation No.: (000) 000-0000

with a copy to:

the Owner Participant at the

address set forth below

Participation Agreement (TRLI 2001-1B)

If to the 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 Xxxxx XxXxxxx Xxxxxx

Xxxxx 0000

Xxxxxxx, XX 00000

Attention: Xxxxxxxx Xxxxxxxx,

Corporate Trust Services Division

Facsimile No.: (000) 000-0000

Confirmation No.: (000) 000-0000

If to the Pass Through Trustee:

LaSalle Bank National Association

000 Xxxxx XxXxxxx Xxxxxx

Xxxxx 0000

Xxxxxxx, XX 00000

Attention: Xxxxxxxx Xxxxxxxx,

Corporate Trust Services Division

Facsimile No.: (000) 000-0000

Confirmation No.: (000) 000-0000

If to the Rating Agency:

Standard & Poor's Corporation

00 Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxx X. Xxxxxx

Facsimile No.: (000) 000-0000

Confirmation No.: (000) 000-0000

Section 10.5 Survival. All warranties, representations, indemnities and

covenants made by any party hereto, herein or in any certificate or other

instrument delivered by any such party or on the behalf of any such party under

this Agreement,

Participation Agreement (TRLI 2001-1B)

shall be considered to have been relied upon by each other party hereto and

shall survive the consummation of the transactions contemplated hereby on the

Closing Date regardless of any investigation made by any such party or on behalf

of any such party.

Section 10.6 No Guarantee of Residual Value or Debt. Nothing contained

herein or in the Lease, the Indenture, the Trust Agreement or the Tax Indemnity

Agreement or in any certificate or other statement delivered by the Lessee in

connection with the transactions contemplated hereby shall be deemed to be (i) a

guarantee by the Lessee, TILC or TRMI to the Owner Trustee, the Owner

Participant, the Indenture Trustee, the Pass Through Trustee or the Loan

Participant that the Equipment will have any residual value or useful life, or

(ii) a guarantee by the Indenture Trustee, the Owner Trustee, the Owner

Participant, the Lessee, TILC or TRMI of payment of the principal of, premium,

if any, or interest on the Equipment Notes.

Section 10.7 Successors and Assigns. This Agreement shall be binding

upon and shall inure to the benefit of, and shall be enforceable by, the parties

hereto and their respective successors and assigns as permitted by and in

accordance with the terms hereof, including each successive holder of the

Beneficial Interest permitted under Section 6.1 hereof and each successive

holder of any Equipment Note permitted under the Indenture issued and delivered

pursuant to this Agreement or the Indenture. The parties hereto agree that the

Collateral Agent shall be a third party beneficiary of this Agreement. Except as

expressly provided herein or in the other Operative Agreements, no party hereto

may assign their interests herein without the consent of the parties hereto.

Section 10.8 Business Day. Notwithstanding anything herein or in any

other Operative Agreement to the contrary, if the date on which any payment is

to be made pursuant to this Agreement or any other Operative Agreement is not a

Business Day, the payment otherwise payable on such date shall be payable on

the next succeeding Business Day with the same force and effect as if made on

such succeeding Business Day and (provided 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.

SECTION 10.9 GOVERNING LAW. THIS AGREEMENT 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).

Participation Agreement (TRLI 2001-1B)

Section 10.10 Severability. Whenever possible, each provision of this

Agreement shall be interpreted in such manner as to be effective and valid under

applicable law, but if any provision of this Agreement shall be prohibited by or

invalid under applicable law, such provision shall be ineffective to the extent

of such prohibition or invalidity, without invalidating the remainder of such

provision or the remaining provisions of this Agreement.

Section 10.11 Counterparts. This Agreement may be executed in any

number of counterparts, each executed counterpart constituting an original but

all together only one Agreement.

Section 10.12 Headings and Table of Contents. The headings of the

Sections of this Agreement 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.

Section 10.13 Limitations of Liability; Extent of Interest.

(a) Liabilities of Participants. Neither the Indenture

Trustee, the Owner Trustee nor any Participant shall have any obligation or duty

to the Lessee, to TILC, TRMI, to any other Participant or to others with respect

to the transactions contemplated hereby, except those obligations or duties of

such Participant expressly set forth in this Agreement and the other Operative

Agreements, and neither the Indenture Trustee nor any Participant shall be

liable for performance by any other party hereto of such other party's

obligations or duties hereunder. Without limitation of the generality of the

foregoing, under no circumstances whatsoever shall the Indenture Trustee or any

Participant be liable to the Lessee, TILC or TRMI for any action or inaction on

the part of the Owner Trustee in connection with the transactions contemplated

herein, whether or not such action or inaction is caused by willful misconduct

or gross negligence of the Owner Trustee, unless such action or inaction is at

the direction of the Indenture Trustee or any Participant, as the case may be,

and such action or inaction is expressly prohibited hereby.

(b) No Recourse to the Owner Trustee. It is expressly

understood and agreed by and between Trust Company, the Owner Trustee, the

Lessee, the Owner Participant, the Indenture Trustee, and the Loan Participant,

and their respective successors and permitted assigns that, subject to the

proviso contained in this Section 10.13(b), all representations, warranties and

undertakings of the Owner Trustee hereunder shall be binding upon the Owner

Trustee only in its capacity as Owner Trustee under the Trust Agreement, and

(except as expressly provided herein) Trust Company shall not be liable for any

breach thereof, except for its gross negligence or willful misconduct, or for

breach of its covenants, representations and warranties contained herein, except

to the extent covenanted or made in its individual capacity; provided, however,

that nothing in this Section 10.13(b) shall be

Participation Agreement (TRLI 2001-1B)

construed to limit in scope or substance those representations and warranties of

Trust Company made expressly in its individual capacity set forth herein. The

term "Owner Trustee" as used in this Agreement shall include any successor

trustee under the Trust Agreement, or the Owner Participant if the trust created

thereby is revoked.

holder of an Equipment Note shall have any further interest in, or other right

with respect to, the mortgage and security interests created by the Indenture

when and if the principal of and interest on all Equipment Notes held by such

holder and all other sums payable to such holder hereunder, under the Indenture

and under such Equipment Notes shall have been paid in full. Each holder of the

Equipment Notes by its acceptance of an Equipment Note, agrees that it will look

solely to the income and proceeds from the Indenture Estate to the extent

available for distribution to such holder as provided in Article III of the

Indenture and that neither TILC, TRMI, the Lessee, the Owner Participant, the

Indenture Trustee nor the Owner Trustee shall be personally liable to any holder

of the Equipment Notes for any amounts payable under the Equipment Notes, the

Indenture or hereunder, except as expressly provided in the Operative

Agreements.

(d) Loan Participant's Source of Funds. It is expressly

understood and agreed by and between the Owner Trustee, the Lessee, the Owner

Participant, the Indenture Trustee and the Loan Participant, and their

respective successors and permitted assigns that, subject to the proviso

contained in this Section 10.13(d), the undertakings of the Loan Participant

hereunder are limited to the application of the proceeds of the sale of the Pass

Through Certificates to the purchase by the Pass Through Trustee of the

Equipment Notes; provided, however, that nothing in this Section 10.13(d) shall

be construed to limit in scope or substance those representations and

warranties of the Loan Participant made expressly in its individual capacity set

forth herein.

Section 10.14 Maintenance of Non-Recourse Debt. The parties hereto

agree that if the Owner Trustee becomes a debtor subject to the reorganization

provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq. (the

"Bankruptcy Code") or any successor provision, the parties hereto will make an

election under 1111(b)(1)(A)(i) of the Bankruptcy Code. If (a) the Owner Trustee

becomes a debtor subject to the reorganization provisions of the Bankruptcy Code

or any successor provision, (b) pursuant to such reorganization provisions the

Owner Trustee is required, by reason of the Owner Trustee being held to have

recourse liability to the Pass Through Trustee or the Indenture Trustee,

directly or indirectly, to make payment on account of any amount payable under

the Equipment Notes or any of the other Operative Agreements and (c) the

Indenture Trustee and/or the Pass Through Trustee actually receives any Excess

Amount (as hereinafter defined) which reflects any payment by the Owner Trustee

on account of (b) above, then the Indenture Trustee and/or the Pass Through

Trustee, as the case may be, shall promptly refund to the Owner Trustee such

Excess Amount. For purposes of this Section 10.14, "Excess Amount"

Participation Agreement (TRLI 2001-1B)

means the amount by which such payment exceeds the amount which would have been

received by the Indenture Trustee or the Pass Through Trustee if the Owner

Trustee had not become subject to the recourse liability referred to in (b)

above.

Section 10.15 Ownership of and Rights in Units. The sale of the Units

described on Schedule 1 hereto and the Existing Equipment Subleases by TILC

contemplated hereby is intended for all purposes to be a true sale of all of

TILC's right, title and interest in and to such Units, the Existing Equipment

Subleases to the Lessee, which shall be the legal owner thereof upon such sale.

Upon consummation of the sale and leaseback transactions contemplated hereby,

the Lessee's interest in such Units is intended to be that of a lessee only. It

is intended that for federal and state income tax purposes the Owner Participant

will be the owner of such Units. The rights of the Indenture Trustee in and to

such Units pursuant to the Indenture is intended to be that of a secured party

holding a security interest, subject to the Lease and the rights of the Lessee

thereunder. No holder of an Equipment Note is intended to have any right, title

or interest in or to such Units except as a beneficiary of the Lien granted by

the Owner Trustee to the Indenture Trustee pursuant to the Indenture in trust

for the equal and ratable benefit of the holders from time to time of the

Equipment Notes.

Section 10.16 No Petition. Each party hereto agrees that, prior to the

date which is one year and one day after payment in full of all outstanding

Equipment Notes and all obligations of the Lessee under the Operative Agreements

and release of all Collateral held under the Collateral Agency Agreement (i) no

party hereto shall authorize the Lessee to commence a voluntary winding-up or

other voluntary case or other proceeding seeking liquidation, reorganization or

other relief with respect to the Lessee or its debts under any bankruptcy,

insolvency or other similar law now or hereafter in effect in any jurisdiction

or seeking the appointment of an administrator, a trustee, receiver, liquidator,

custodian or other similar official of the Lessee or any substantial part of its

property or to consent to any such relief or to the appointment of or taking

possession by any such official in an involuntary case or other proceeding

commenced against the Lessee, or to make a general assignment for the benefit of

any party hereto or any other creditor of the Lessee, and (ii) none of the

parties hereto shall commence or join with any other Person in commencing any

proceeding against the Lessee under any bankruptcy, reorganization, liquidation

or insolvency law or statute now or hereafter in effect in any jurisdiction.

Each of the parties hereto agrees that, prior to the date which is one year and

one day after the payment in full of all outstanding Equipment Notes and all

obligations of the Lessee under the Operative Agreements and release of all

Collateral held under the Collateral Agency Agreement, it will not institute

against, or join any other Person in instituting against, Lessee an action in

bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings

or similar proceeding under the laws of the United States or any state of the

United States.

Participation Agreement (TRLI 2001-1B)

Section 10.17 Consent To Jurisdiction. Each of the parties hereto

hereby irrevocably and unconditionally:

(i) submits for itself and its property in any

legal action or proceeding relating to this Agreement or any other Operative

Agreement or for recognition and enforcement of any judgment in respect hereof

or thereof, to the nonexclusive general jurisdiction of the courts of the State

of New York, the courts of the United States of America for the Southern

District of New York, and the appellate courts from any thereof;

(ii) consents that any such action or

proceeding may be brought in such courts, and waives any objection that it may

now or hereafter have to the venue of any such action or proceeding in any such

court or that such action or proceeding was brought in an inconvenient court and

agrees not to plead or claim the same;

(iii) agrees that service of process in any

such action or proceeding may be effected by mailing a copy thereof by

registered or certified mail (or any substantially similar form and mail),

postage prepaid, to each party hereto at its address set forth in Section 10.4

hereof, or at such other address of which the other parties shall have been

notified pursuant thereto; and

(iv) agrees that nothing herein shall affect

the right to effect service of process in any other manner permitted by law or

shall limit the right to xxx in any other jurisdiction.

SECTION 10.18 WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY

IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY

ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH THIS AGREEMENT.

* * *

Participation Agreement (TRLI 2001-1B)

IN WITNESS WHEREOF, the parties hereto have caused this Participation

Agreement to be executed and delivered, all as of the date first above written.

Lessee:

TRINITY RAIL LEASING I L.P.

By TILX GP I, LLC

its General Partner

By:

-----------------------------

Name: Xxxx Xxxxxxxxx

Title: Vice President

TILC:

TRINITY INDUSTRIES LEASING

COMPANY

By:

-----------------------------------

Name: Xxxx Xxxxxxxxx

Title: Vice President

TRMI:

TRINITY RAIL MANAGEMENT, INC.

By:

-----------------------------------

Name: Xxxx Xxxxxxxxx

Title: Vice President

Owner Trustee:

TRLI 2001-1B 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

By:

------------------------------------

Name:

----------------------------------

Title:

---------------------------------

Participation Agreement (TRLI 2001-1B)

Owner Participant:

TRIMARAN LEASING, L.P.

By: Trimaran Leasing Investors,

L.L.C.-I, its General Partner

By: Grant Holdings, Inc.,

its sole member

By:

------------------------------------

Name:

----------------------------------

Title:

---------------------------------

Indenture Trustee:

LASALLE BANK NATIONAL ASSOCIATION, not

in its individual capacity except as

expressly provided herein but solely

as Indenture Trustee

By:

------------------------------------

Name: Xxxxx X. Xxxx

Title: Senior Vice President

Pass Through Trustee:

LASALLE BANK NATIONAL ASSOCIATION,

not in its individual capacity except

as expressly provided herein but

solely as Pass Through Trustee

By:

------------------------------------

Name: Xxxxx X. Xxxx

Title: Senior Vice President

Participation Agreement (TRLI 2001-1B)

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PARTICIPATION AGREEMENT (TRLI 2001-1B) Dated as of May 17, 2001 among TRINITY RAIL LEASING I L.P., as Lessee, TRINITY RAIL MANAGEMENT, INC., TRINITY INDUSTRIES LEASING COMPANY, as Manager, TRLI 2001-1B RAILCAR STATUTORY TRUST, BY STATE STREET BANK AND...

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