Common use of Conveyance of the Railcars and Leases Clause in Contracts

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, the Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the Seller in accordance with this Agreement and (B) all Related Assets with respect thereto. (b) The Purchaser hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the Seller in and to such Railcars, related Leases and Related Assets. The Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the Seller. (c) The Sales of Railcars, related Leases and Related Assets by the Seller to the Purchaser and the Sales of Railcars, related Leases and Related Assets by the Seller to the Purchaser pursuant to this Agreement are, and are intended to be, absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. Neither the Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the Seller to the Purchaser to secure a debt or other obligation of the Seller (except in the limited circumstance contemplated in subsection (e) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the Seller shall be deemed hereunder to have granted to the Purchaser, and the Seller does hereby grant to the Purchaser, a security interest in all of the Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The Seller shall on each Delivery Date deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid by means of (x) the Purchaser’s immediate cash payment of the Purchase Price to the Seller by wire transfer on the Closing Date (or other Delivery Date) in respect of which the Seller has delivered a Delivery Schedule, to the extent that the Seller has cash available to make such payment, with such wire transfer in each case to be made to an account designated by the Seller to the Purchaser on or before the applicable Delivery Date, and (y) the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase Price. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager pursuant to the terms of the Management Agreement, TILC, as Manager, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Agreement. (j) On each Delivery Date, the Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the Purchaser) each item required on such date to be delivered by the Seller and any Chattel Paper representing or evidencing the Leases being Conveyed on such Delivery Date.

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, the Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the Seller in accordance with this Agreement and (B) all Related Assets with respect thereto. (b) The Purchaser hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the Seller in and to such Railcars, related Leases and Related Assets. The Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the Seller. (c) The Sales of Railcars, related Leases and Related Assets by the Seller to the Purchaser and the Sales of Railcars, related Leases and Related Assets by the Seller to the Purchaser pursuant to this Agreement are, and are intended to be, absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. Neither the Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the Seller to the Purchaser to secure a debt or other obligation of the Seller (except in the limited circumstance contemplated in subsection (e) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the Seller shall be deemed hereunder to have granted to the Purchaser, and the Seller does hereby grant to the Purchaser, a security interest in all of the Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The Seller shall on each the Closing Date and on any other relevant Delivery Date Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid by means of (xA) the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available for such purpose (including from net proceeds derived from its issuance of the Equipment Notes on the Closing Date or other applicable Delivery Date (if any)) to the Seller by wire transfer and (B) if applicable, the Purchaser’s issuance of Subordinated Notes to Tribute Holdings, in each case, on the Closing Date (or other applicable Delivery Date) in respect of which the Seller has delivered a Delivery Schedule, with the remainder of such Purchase Price to be reflected by means of proper accounting entries being entered upon the extent that accounts and records of TRIP Holdings, Tribute Holdings, the Seller has cash available to make such paymentand the Purchaser, with such wire transfer transfers in each case to be made to an account designated by the Seller to the Purchaser on or before the applicable Delivery Date. On the Closing Date (or other Delivery Date), (i) TRIP Holdings shall make a capital contribution to Tribute Holdings for a portion of the Purchase Price for the Purchaser’s acquisition of the initial Railcars from the Seller (the “Contribution Amount”), (ii) Tribute Holdings shall make a capital contribution to the Purchaser in an amount equal to the Contribution Amount, (iii) the Seller shall have directed that a portion of the Purchase Price received by it from the Purchaser (the “Dividend Amount”) will be paid to TRIP Holdings as a distribution in respect of its equity interest in the Seller and (yiv) any Dividend Amount may be netted from the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase PriceContribution Amount. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager pursuant to the terms of the Management Agreement, TILC, as Manager, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Agreement. (j) On each Delivery Date, the Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the PurchaserServicer on behalf of the Purchaser in accordance with Section 4.6(a) below) each item required on such date to be delivered by the Seller and any Chattel Paper representing or evidencing the Leases being Conveyed on such Delivery Date.

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, : (i) the TRLWT Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TRLWT Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the TRLWT Seller in accordance with this Agreement and (B) all Related Assets with respect thereto, and (ii) the TILC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TILC Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the TILC Seller in accordance with this Agreement and (B) all Related Assets with respect thereto; provided, that if the TILC Seller is the sole equity Member of the Purchaser at the time of such sale, and to the extent that (x) the portion of the Purchase Price for such sale paid by the Purchaser to the TILC Seller in cash plus the total dollar amount of Subordinated Notes issued to the TILC Seller at the time of such sale is less than (y) the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “Contribution”) by the TILC Seller as capital to the Purchaser (such transaction in the aggregate, a “Sale/Contribution”). (b) The Purchaser in each case hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the each such Seller in and to such Railcars, related Leases and Related Assets. The Each Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the such Seller. (c) The Sales of Railcars, related Leases and Related Assets by the TRLWT Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, related Leases and Related Assets by the TILC Seller to the Purchaser pursuant to this Agreement are, and are intended to be, absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the applicable Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the each Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the applicable Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against the such Seller under any bankruptcy or similar law. Neither None of the Seller nor Sellers or the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the applicable Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the any Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the such Seller to the Purchaser to secure a debt or other obligation of the such Seller (except in the limited circumstance contemplated in subsection (e) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the applicable Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the applicable Seller shall be deemed hereunder to have granted to the Purchaser, and the such Seller does hereby grant to the Purchaser, a security interest in all of the such Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The Seller Sellers shall on each the Closing Date and on any other relevant Delivery Date Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the such Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid paid: (i) in the case of the TRLWT Seller, by means of (x) the Purchaser’s immediate cash payment in the full amount of the Purchase Price to the TRLWT Seller by wire transfer on the Closing Date (or other applicable Delivery Date) in respect of which the TRLWT Seller has delivered a Delivery Schedule, and (ii) in the case of the TILC Seller, by means of (A) the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose (including from net proceeds derived from its issuance of the Equipment Notes on such Delivery Date, or from Net Disposition Proceeds held in the Optional Reinvestment Account), to the extent that TILC Seller by wire transfer and (B) if applicable, the Purchaser’s issuance of Subordinated Notes to the TILC Seller, in each case on the Closing Date (or other applicable Delivery Date) in respect of which the TILC Seller has cash available delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to make such paymentbe reflected by means of proper accounting entries being entered upon the accounts and records of the TILC Seller and the Purchaser, with such wire transfer transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date. On the Closing Date (or other Delivery Date), and (yi) the Purchaser delivering shall have received a Demand Note to cash contribution from TILC for a portion of the Seller to Purchase Price for the extent Purchaser’s acquisition of the initial Railcars from TRLWT (the “TILC Contribution”), (ii) TRLWT shall have directed that a portion of the Purchase Price received by it from the Purchaser does not have sufficient cash available will be paid to make such payment TILC as a distribution in full respect of such Purchase Priceits equity interest in TRLWT (the “Dividend Amount”) and (iii) any Dividend Amount may be netted from the TILC Contribution. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager Servicer pursuant to the terms of the Management Servicing Agreement, TILC, as ManagerServicer, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Servicing Agreement. (j) On each Delivery Date, the applicable Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the PurchaserServicer on behalf of the Purchaser in accordance with Section 2.1(i) above) each item required on such date to be delivered by the such Seller and any Chattel Paper representing or evidencing the Leases being Conveyed on such Delivery Date.

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, the , (i) TRLWT Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TRLWT Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the TRLWT Seller in accordance with this Agreement and (B) all Related Assets with respect thereto., and (ii) TILC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of TILC Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by TILC Seller in accordance with this Agreement and (B) all Related Assets with respect thereto, provided, that to the extent that the portion of the Purchase Price for such sale paid by the Purchaser to TILC Seller in cash is less than the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “Contribution”) by TILC Seller as capital to the Purchaser (such transaction in the aggregate, a “Sale/Contribution”), (b) The Purchaser in each case hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the each such Seller in and to such Railcars, related Leases and Related Assets. The Each Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the such Seller. (c) The Sales of Railcars, related Leases and Related Assets by the TRLWT Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, related Leases and Related Assets by the TILC Seller to the Purchaser pursuant to this Agreement are, and are intended to be, be absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the applicable Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the each Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the applicable Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against the such Seller under any bankruptcy or similar law. Neither the any Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the applicable Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the any Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the such Seller to the Purchaser to secure a debt or other obligation of the such Seller (except in the limited circumstance contemplated in subsection (e) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the applicable Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the applicable Seller shall be deemed hereunder to have granted to the Purchaser, and the such Seller does hereby grant to the Purchaser, a security interest in all of the such Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The Seller Sellers shall on each the Closing Date, and either or both the TRLWT Seller and/or the TILC Seller shall, as the case may be, on any other Delivery Date Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the such Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid paid (i) in the case of TRLWT Seller, by means of (x) the Purchaser’s immediate cash payment in the full amount of the Purchase Price to the TRLWT Seller by wire transfer on the Closing Date (or other Delivery Date) in respect of which the TRLWT Seller has delivered a Delivery Schedule, to and (ii) in the extent case of TILC Seller, by means of the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose (including from net proceeds derived from its issuance of the Equipment Notes on such Delivery Date, or from Net Disposition Proceeds held in the Mandatory Replacement Account or the Optional Reinvestment Account), to TILC Seller by wire transfer on the Closing Date (or other applicable Delivery Date) in respect of which TILC Seller has cash available delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to make such paymentbe reflected by means of proper accounting entries being entered upon the accounts and records of TILC Seller and Purchaser, with such wire transfer transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date, and (y) the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase Price. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the applicable Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager pursuant to the terms of the Management Agreement, TILC, as Manager, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Agreement. (j) On each Delivery Date, the applicable Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the Purchaser) each item required on such date to be delivered by the such Seller and any Chattel Paper representing or evidencing the Leases being Conveyed on such Delivery Date.

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, the Agreement 4 (i)TRLWT Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TRLWT Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the TRLWT Seller in accordance with this Agreement and (B) all Related Assets with respect thereto. , (b) The Purchaser ii)TILC Seller hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the Seller in and to such Railcars, related Leases and Related Assets. The Seller hereby acknowledges that each Conveyance by it Sell to the Purchaser hereunder is absolute and irrevocablePurchaser, without reservation or retention of any interest whatsoever by the Seller. recourse (c) The Sales of Railcars, related Leases and Related Assets by the Seller to the Purchaser and the Sales of Railcars, related Leases and Related Assets by the Seller to the Purchaser pursuant to this Agreement are, and are intended to be, absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), without recourse. (d) It is the intention of the Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. Neither the Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the Seller to the Purchaser to secure a debt or other obligation of the Seller (except in the limited circumstance contemplated in subsection (e) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the Seller’s right, title and interest in, of TILC Seller in and to (A) certain Railcars and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the Seller shall be deemed hereunder as identified from time to have granted to the Purchaser, and the Seller does hereby grant to the Purchaser, a security interest in all of the Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The Seller shall time on each Delivery Date deliver to the Purchaser a Delivery Schedule identifying the Railcars delivered by TILC Seller in accordance with this Agreement and Leases to be Conveyed by the Seller to the Purchaser on such date. (gB) The price paid for Railcars, related Leases and all Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid by means of (x) , provided, that if TILC Seller is the Purchaser’s immediate cash payment sole equity Member of the Purchase Price to Purchaser at the Seller by wire transfer on the Closing Date (or other Delivery Date) in respect time of which the Seller has delivered a Delivery Schedulesuch sale, and to the extent that the Seller has cash available to make portion of the Purchase Price for such payment, with such wire transfer in each case to be made to an account designated sale paid by the Purchaser to TILC Seller to in cash is less than the Purchaser on or before total dollar amount of the applicable Delivery Date, and (y) the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase Price. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser balance shall own the Railcars, related Leases and Related Assets Conveyed be deemed to the Purchaser on such date, and the have been contributed (a “Contribution”) by TILC Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager pursuant to the terms of the Management Agreement, TILC, as Manager, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Agreement. (j) On each Delivery Date, the Seller shall deliver or cause to be delivered capital to the Purchaser (or to an assignee thereofsuch transaction in the aggregate, as directed by the Purchaser) each item required on such date to be delivered by the Seller and any Chattel Paper representing or evidencing the Leases being Conveyed on such Delivery Datea “Sale/Contribution”).

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, the , (i) TRLT-II Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TRLT-II Seller in and to (A) certain Railcars and related Leases (and Related Assets) held by TRLT-II Seller as identified from time to time on a Delivery Schedule delivered by the TRLT-II Seller in accordance with this Agreement Agreement, and (ii) TILC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of TILC Seller in and to certain Railcars and Leases (Band Related Assets) all Related Assets held by TILC Seller as identified from time to time on a Delivery Schedule delivered by TILC Seller in accordance with respect thereto.this Agreement, provided , that to the extent that the portion of the Purchase Price for such sale paid by the Purchaser to TILC Seller in cash is less than the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “Contribution”) by TILC Seller as capital (through the Purchaser’s sole general partner and sole limited partner, which are each 100% directly owned by TILC Seller) to the Purchaser (such transaction in the aggregate, a “Sale/Contribution”), (b) The and the Purchaser in each case hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the each such Seller in and to such Railcars, related Leases and Related Assets. The Each Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the such Seller. (c) The Sales of Railcars, related Leases and Related Assets by the TRLT-II Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, related Leases and Related Assets by the TILC Seller to the Purchaser pursuant to this Agreement are, and are intended to be, be absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the applicable Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the each Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the applicable Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against the such Seller under any bankruptcy or similar law. Neither the any Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the applicable Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the any Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the such Seller to the Purchaser to secure a debt or other obligation of the such Seller (except in the limited circumstance contemplated in subsection (ed) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the applicable Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the applicable Seller shall be deemed hereunder to have granted to the Purchaser, and the such Seller does hereby grant to the Purchaser, a security interest in all of the such Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The TRLT-II Seller shall on each the Initial Closing Date, and either or both the TRLT-II Seller and/or the TILC Seller shall, as the case may be, on any Series Supplement Closing Date or other Delivery Date Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the such Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid paid (i) in the case of TRLT-II Seller, by means of the Purchaser’s immediate cash payment in the full amount of the Purchase Price to TRLT-II Seller by wire transfer on the Initial Closing Date (xor any later Series Supplement Closing Date or other Delivery Date, as applicable) in respect of which TRLT-II Seller has delivered a Delivery Schedule, and (ii) in the case of TILC Seller, by means of the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose (including from net proceeds derived from its issuance of a Series of Equipment Notes on such Delivery Date, or from Disposition Proceeds held in the Mandatory Replacement Account or the Optional Reinvestment Account), to TILC Seller by wire transfer on the Closing applicable Deliver Date (or other Delivery Date) in respect of which the TILC Seller has delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to be reflected by means of proper accounting entries being entered upon the extent that the accounts and records of TILC Seller has cash available to make such paymentand Purchaser, with such wire transfer transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date, and (y) the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase Price. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the applicable Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager pursuant to the terms of the Management Agreement, TILC, as Manager, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Agreement. (j) On each Delivery Date, the applicable Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the Purchaser) each item required on such date to be delivered by the such Seller and any Chattel Paper chattel paper (as defined in the UCC) representing or evidencing evidencing, the Leases being Conveyed on such Delivery Date.

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, : (i) the TRLWT Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TRLWT Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the TRLWT Seller in accordance with this Agreement and (B) all Related Assets with respect thereto, (ii) the TILC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TILC Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the TILC Seller in accordance with this Agreement and (B) all Related Assets with respect thereto; provided, that if the TILC Seller is the sole equity Member of the Purchaser at the time of such sale, and to the extent that (x) the portion of the Purchase Price for such sale paid by the Purchaser to the TILC Seller in cash plus the total dollar amount of Subordinated Notes issued to the TILC Seller at the time of such sale is less than (y) the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “Contribution”) by the TILC Seller as capital to the Purchaser (such transaction in the aggregate, a “Sale/Contribution”), and (iii) the TRIHC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TRIHC Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the TRIHC Seller in accordance with this Agreement and (B) all Related Assets with respect thereto. (b) The Purchaser in each case hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the each such Seller in and to such Railcars, related Leases and Related Assets. The Each Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the such Seller. (c) The Sales of Railcars, related Leases and Related Assets by the TRLWT Seller or the TRIHC Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, related Leases and Related Assets by the TILC Seller to the Purchaser pursuant to this Agreement are, and are intended to be, absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the applicable Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the each Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the applicable Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against the such Seller under any bankruptcy or similar law. Neither None of the Seller nor Sellers or the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the applicable Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the any Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the such Seller to the Purchaser to secure a debt or other obligation of the such Seller (except in the limited circumstance contemplated in subsection (e) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the applicable Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the applicable Seller shall be deemed hereunder to have granted to the Purchaser, and the such Seller does hereby grant to the Purchaser, a security interest in all of the such Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The Seller Sellers shall on each the Closing Date and on any other relevant Delivery Date Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the such Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid paid: (i) in the case of the TRLWT Seller, by means of (x) the Purchaser’s immediate cash payment in the full amount of the Purchase Price to the TRLWT Seller by wire transfer on the Closing Date (or other applicable Delivery Date) in respect of which the TRLWT Seller has delivered a Delivery Schedule, (ii) in the case of the TRIHC Seller, by means of the Purchaser’s immediate cash payment in the full amount of the Purchase Price to the extent TRIHC Seller by wire transfer on the Closing Date (or other applicable Delivery Date) in respect of which the TRIHC Seller has delivered a Delivery Schedule, and (iii) in the case of the TILC Seller, by means of (A) the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose (including from net proceeds derived from its issuance of the Equipment Notes on such Delivery Date, or from Net Disposition Proceeds held in the Mandatory Replacement Account or the Optional Reinvestment Account), to the TILC Seller by wire transfer and (B) if applicable, the Purchaser’s issuance of Subordinated Notes to the TILC Seller, in each case on the Closing Date (or other applicable Delivery Date) in respect of which the TILC Seller has cash available delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to make such paymentbe reflected by means of proper accounting entries being entered upon the accounts and records of the TILC Seller and the Purchaser, with such wire transfer transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date, and (y) the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase Price. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager Servicer pursuant to the terms of the Management Servicing Agreement, TILC, as ManagerServicer, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Servicing Agreement. (j) On each Delivery Date, the applicable Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the PurchaserServicer on behalf of the Purchaser in accordance with Section 2.1(i) above) each item required on such date to be delivered by the such Seller and any Chattel Paper representing or evidencing the Leases being Conveyed on such Delivery Date.

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, the , (i) TRLT-II Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TRLT-II Seller in and to (A) certain Railcars and related Leases (and Related Assets) held by TRLT-II Seller as identified from time to time on a Delivery Schedule delivered by the TRLT-II Seller in accordance with this Agreement Agreement, and (ii) TILC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of TILC Seller in and to certain Railcars and Leases (Band Related Assets) all Related Assets held by TILC Seller as identified from time to time on a Delivery Schedule delivered by TILC Seller in accordance with respect thereto.this Agreement, provided , that to the extent that the portion of the Purchase Price for such sale paid by the Purchaser to TILC Seller in cash is less than the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “ Contribution ”) by TILC Seller as capital (through the Purchaser’s sole general partner and sole limited partner, which are each 100% directly owned by TILC Seller) to the Purchaser (such transaction in the aggregate, a “ Sale/Contribution ”), (b) The and the Purchaser in each case hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the each such Seller in and to such Railcars, related Leases and Related Assets. The Each Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the such Seller. (c) The Sales of Railcars, related Leases and Related Assets by the TRLT-II Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, related Leases and Related Assets by the TILC Seller to the Purchaser pursuant to this Agreement are, and are intended to be, be absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the applicable Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the each Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the applicable Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against the such Seller under any bankruptcy or similar law. Neither the any Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the applicable Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the any Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the such Seller to the Purchaser to secure a debt or other obligation of the such Seller (except in the limited circumstance contemplated in subsection (ed) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the applicable Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the applicable Seller shall be deemed hereunder to have granted to the Purchaser, and the such Seller does hereby grant to the Purchaser, a security interest in all of the such Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law.such (f) The TRLT-II Seller shall on each the Initial Closing Date, and either or both the TRLT-II Seller and/or the TILC Seller shall, as the case may be, on any Series Supplement Closing Date or other Delivery Date Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the such Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid paid (i) in the case of TRLT-II Seller, by means of the Purchaser’s immediate cash payment in the full amount of the Purchase Price to TRLT-II Seller by wire transfer on the Initial Closing Date (xor any later Series Supplement Closing Date or other Delivery Date, as applicable) in respect of which TRLT-II Seller has delivered a Delivery Schedule, and (ii) in the case of TILC Seller, by means of the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose (including from net proceeds derived from its issuance of a Series of Equipment Notes on such Delivery Date, or from Disposition Proceeds held in the Mandatory Replacement Account or the Optional Reinvestment Account), to TILC Seller by wire transfer on the Closing applicable Deliver Date (or other Delivery Date) in respect of which the TILC Seller has delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to be reflected by means of proper accounting entries being entered upon the extent that the accounts and records of TILC Seller has cash available to make such paymentand Purchaser, with such wire transfer transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date, and (y) the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase Price. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the applicable Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager pursuant to the terms of the Management Agreement, TILC, as Manager, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Agreement. (j) On each Delivery Date, the applicable Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the Purchaser) each item required on such date to be delivered by the such Seller and any Chattel Paper chattel paper (as defined in the UCC) representing or evidencing evidencing, the Leases being Conveyed on such Delivery Date.

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, the , (i) TRLWT Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TRLWT Seller in and to (A) certain Railcars and Railcars, related Leases and Related Assets as identified from time to time on a Delivery Schedule delivered by the TRLWT Seller in accordance with this Agreement Agreement, and (ii) TILC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and (B) Assignment and Assumption), all right, title and interest of TILC Seller in and to certain Railcars, related Leases and Related Assets as identified from time to time on a Delivery Schedule delivered by TILC Seller in accordance with respect thereto.this Agreement, provided, that to the extent that the portion of the Purchase Price for such sale paid by the Purchaser to TILC Seller in cash is less than the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “Contribution”) by TILC Seller as capital (through the Purchaser’s sole member, which is 100% directly owned by TILC Seller) to the Purchaser (such transaction in the aggregate, a “Sale/Contribution”), (b) The Purchaser in each case hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the each such Seller in and to such Railcars, related Leases and Related Assets. The Each Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the such Seller. (c) The Sales of Railcars, related Leases and Related Assets by the TRLWT Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, related Leases and Related Assets by the TILC Seller to the Purchaser pursuant to this Agreement are, and are intended to be, be absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the applicable Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the each Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the applicable Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against the such Seller under any bankruptcy or similar law. Neither the any Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the applicable Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the any Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the such Seller to the Purchaser to secure a debt or other obligation of the such Seller (except in the limited circumstance contemplated in subsection (e) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the applicable Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the applicable Seller shall be deemed hereunder to have granted to the Purchaser, and the such Seller does hereby grant to the Purchaser, a security interest in all of the such Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The Seller Sellers shall on each the Closing Date, and either or both the TRLWT Seller and/or the TILC Seller shall, as the case may be, on any other Delivery Date Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the such Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid paid (i) in the case of TRLWT Seller, by means of (x) the Purchaser’s immediate cash payment in the full amount of the Purchase Price to the TRLWT Seller by wire transfer on the Closing Date (or other Delivery Date) in respect of which the TRLWT Seller has delivered a Delivery Schedule, to and (ii) in the extent case of TILC Seller, by means of the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose (including from net proceeds derived from its issuance of the Equipment Notes on such Delivery Date, or from Disposition Proceeds held in the Mandatory Replacement Account or the Optional Reinvestment Account), to TILC Seller by wire transfer on the Closing Date (or other applicable Delivery Date) in respect of which TILC Seller has cash available delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to make such paymentbe reflected by means of proper accounting entries being entered upon the accounts and records of TILC Seller and Purchaser, with such wire transfer transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date, and (y) the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase Price. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the applicable Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager pursuant to the terms of the Management Agreement, TILC, as Manager, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Agreement. (j) On each Delivery Date, the applicable Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the Purchaser) each item required on such date to be delivered by the such Seller and any Chattel Paper representing or evidencing evidencing, the Leases being Conveyed on such Delivery Date.

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, the , (i) TRLWT Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TRLWT Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the TRLWT Seller in accordance with this Agreement and (B) all Related Assets with respect thereto., and (ii) TILC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of TILC Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by TILC Seller in accordance with this Agreement and (B) all Related Assets with respect thereto, provided, that if TILC Seller is the sole equity Member of the Purchaser at the time of such sale, and to the extent that the portion of the Purchase Price for such sale paid by the Purchaser to TILC Seller in cash is less than the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “Contribution”) by TILC Seller as capital to the Purchaser (such transaction in the aggregate, a “Sale/Contribution”), (b) The Purchaser in each case hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the each such Seller in and to such Railcars, related Leases and Related Assets. The Each Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the such Seller. (c) The Sales of Railcars, related Leases and Related Assets by the TRLWT Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, related Leases and Related Assets by the TILC Seller to the Purchaser pursuant to this Agreement are, and are intended to be, absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the applicable Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the each Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the applicable Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against the such Seller under any bankruptcy or similar law. Neither the any Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the applicable Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the any Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the such Seller to the Purchaser to secure a debt or other obligation of the such Seller (except in the limited circumstance contemplated in subsection (e) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the applicable Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the applicable Seller shall be deemed hereunder to have granted to the Purchaser, and the such Seller does hereby grant to the Purchaser, a security interest in all of the such Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The Seller Sellers shall on each the Closing Date, and either or both the TRLWT Seller and/or the TILC Seller shall, as the case may be, on any other Delivery Date Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the such Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid paid (i) in the case of TRLWT Seller, by means of (x) the Purchaser’s immediate cash payment in the full amount of the Purchase Price to the TRLWT Seller by wire transfer on the Closing Date (or other Delivery Date) in respect of which the TRLWT Seller has delivered a Delivery Schedule, to and (ii) in the extent case of TILC Seller, by means of the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose to TILC Seller by wire transfer on the Closing Date (or other applicable Delivery Date) in respect of which TILC Seller has cash available delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to make such paymentbe reflected by means of proper accounting entries being entered upon the accounts and records of TILC Seller and Purchaser, with such wire transfer transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date, and (y) the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase Price. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the applicable Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager Servicer pursuant to the terms of the Management Servicing Agreement, TILC, as ManagerServicer, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Servicing Agreement. (j) On each Delivery Date, the Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the Purchaser) each item required on such date to be delivered by the Seller and any Chattel Paper representing or evidencing the Leases being Conveyed on such Delivery Date.

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, the Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the Seller in accordance with this Agreement and (B) all Related Assets with respect thereto., provided, that if the Seller is the sole equity Member of the Purchaser at the time of such sale, and to the extent that the portion of the Purchase Price for such sale paid by the Purchaser to the Seller in cash is less than the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “Contribution”) by the Seller as capital to the Purchaser (such transaction in the aggregate, a “Sale/Contribution”), (b) The Purchaser hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the Seller in and to such Railcars, related Leases and Related Assets. The Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the Seller. (c) The Sales of Railcars, related Leases and Related Assets by or Sales/Contributions (as the Seller to the Purchaser and the Sales case may be) of Railcars, related Leases and Related Assets by the Seller to the Purchaser pursuant to this Agreement are, and are intended to be, absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. Neither the Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the Seller to the Purchaser to secure a debt or other obligation of the Seller (except in the limited circumstance contemplated in subsection (e) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the Seller shall be deemed hereunder to have granted to the Purchaser, and the Seller does hereby grant to the Purchaser, a security interest in all of the Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The Seller shall on each the Closing Date, and on any other Delivery Date Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid by means of (x) the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose (including from net proceeds derived from its issuance of the Equipment Notes on such Delivery Date, or from Net Disposition Proceeds held in the Mandatory Replacement Account or the Optional Reinvestment Account), to the Seller by wire transfer on the Closing Date (or other applicable Delivery Date) in respect of which the Seller has delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to be reflected by means of proper accounting entries being entered upon the extent that accounts and records of the Seller has cash available to make such paymentand the Purchaser, with such wire transfer transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date, and (y) the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase Price. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager Servicer pursuant to the terms of the Management Servicing Agreement, TILC, as ManagerServicer, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Servicing Agreement. (j) On each Delivery Date, the Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the Purchaser) each item required on such date to be delivered by the Seller and any Chattel Paper representing or evidencing the Leases being Conveyed on such Delivery Date.

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, : (i) the TRLWT Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TRLWT Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the TRLWT Seller in accordance with this Agreement and (B) all Related Assets with respect thereto, and (ii) the TILC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TILC Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the TILC Seller in accordance with this Agreement and (B) all Related Assets with respect thereto; provided, that if the TILC Seller is the sole equity Member of the Purchaser at the time of such sale, and to the extent that (x) the portion of the Purchase Price for such sale paid by the Purchaser to the TILC Seller in cash plus the total dollar amount of Subordinated Notes issued to the TILC Seller at the time of such sale is less than (y) the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “Contribution”) by the TILC Seller as capital to the Purchaser (such transaction in the aggregate, a “Sale/Contribution”). (b) The Purchaser in each case hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the each such Seller in and to such Railcars, related Leases and Related Assets. The Each Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the such Seller. (c) The Sales of Railcars, related Leases and Related Assets by the TRLWT Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, related Leases and Related Assets by the TILC Seller to the Purchaser pursuant to this Agreement are, and are intended to be, absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the applicable Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the each Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the applicable Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against the such Seller under any bankruptcy or similar law. Neither None of the Seller nor Sellers or the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the applicable Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the any Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the such Seller to the Purchaser to secure a debt or other obligation of the such Seller (except in the limited circumstance contemplated in subsection (e) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the applicable Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the applicable Seller shall be deemed hereunder to have granted to the Purchaser, and the such Seller does hereby grant to the Purchaser, a security interest in all of the such Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The Seller Sellers shall on each the Closing Date and on any other relevant Delivery Date Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the such Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid paid: (i) in the case of the TRLWT Seller, by means of (x) the Purchaser’s immediate cash payment in the full amount of the Purchase Price to the TRLWT Seller by wire transfer on the Closing Date (or other applicable Delivery Date) in respect of which the TRLWT Seller has delivered a Delivery Schedule, and (ii) in the case of the TILC Seller, by means of (A) the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose (including from net proceeds derived from its issuance of the Equipment Notes on such Delivery Date, or from Net Disposition Proceeds held in the Optional Reinvestment Account), to the extent that TILC Seller by wire transfer and (B) if applicable, the Purchaser’s issuance of Subordinated Notes to the TILC Seller, in each case on the Closing Date (or other applicable Delivery Date) in respect of which the TILC Seller has cash available delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to make such paymentbe reflected by means of proper accounting entries being entered upon the accounts and records of the TILC Seller and the Purchaser, with such wire transfer transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date, and (y) the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase Price. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager Servicer pursuant to the terms of the Management Servicing Agreement, TILC, as ManagerServicer, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Servicing Agreement. (j) On each Delivery Date, the applicable Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the PurchaserServicer on behalf of the Purchaser in accordance with Section 2.1(i) above) each item required on such date to be delivered by the such Seller and any Chattel Paper representing or evidencing the Leases being Conveyed on such Delivery Date.

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, the , (i) TRLT-II Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx Bxxx of Sale and Assignment and Assumption), all right, title and interest of the TRLT-II Seller in and to (A) certain Railcars and related Leases (and Related Assets) held by TRLT-II Seller as identified from time to time on a Delivery Schedule delivered by the TRLT-II Seller in accordance with this Agreement Agreement, and (ii) TILC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Bxxx of Sale and Assignment and Assumption), all right, title and interest of TILC Seller in and to certain Railcars and Leases (Band Related Assets) all Related Assets held by TILC Seller as identified from time to time on a Delivery Schedule delivered by TILC Seller in accordance with respect thereto.this Agreement, provided, that to the extent that the portion of the Purchase Price for such sale paid by the Purchaser to TILC Seller in cash is less than the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “Contribution”) by TILC Seller as capital (through the Purchaser’s sole general partner and sole limited partner, which are each 100% directly owned by TILC Seller) to the Purchaser (such transaction in the aggregate, a “Sale/Contribution”), (b) The and the Purchaser in each case hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the each such Seller in and to such Railcars, related Leases and Related Assets. The Each Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the such Seller. (c) The Sales of Railcars, related Leases and Related Assets by the TRLT-II Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, related Leases and Related Assets by the TILC Seller to the Purchaser pursuant to this Agreement are, and are intended to be, be absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the applicable Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx Bxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the each Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the applicable Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against the such Seller under any bankruptcy or similar law. Neither the any Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the applicable Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the any Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the such Seller to the Purchaser to secure a debt or other obligation of the such Seller (except in the limited circumstance contemplated in subsection (ed) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the applicable Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the applicable Seller shall be deemed hereunder to have granted to the Purchaser, and the such Seller does hereby grant to the Purchaser, a security interest in all of the such Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The TRLT-II Seller shall on each the Initial Closing Date, and either or both the TRLT-II Seller and/or the TILC Seller shall, as the case may be, on any Series Supplement Closing Date or other Delivery Date Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the such Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid paid (i) in the case of TRLT-II Seller, by means of the Purchaser’s immediate cash payment in the full amount of the Purchase Price to TRLT-II Seller by wire transfer on the Initial Closing Date (xor any later Series Supplement Closing Date or other Delivery Date, as applicable) in respect of which TRLT-II Seller has delivered a Delivery Schedule, and (ii) in the case of TILC Seller, by means of the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose (including from net proceeds derived from its issuance of a Series of Equipment Notes on such Delivery Date, or from Disposition Proceeds held in the Mandatory Replacement Account or the Optional Reinvestment Account), to TILC Seller by wire transfer on the Closing applicable Deliver Date (or other Delivery Date) in respect of which the TILC Seller has delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to be reflected by means of proper accounting entries being entered upon the extent that the accounts and records of TILC Seller has cash available to make such paymentand Purchaser, with such wire transfer transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date, and (y) the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase Price. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the applicable Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager pursuant to the terms of the Management Agreement, TILC, as Manager, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Agreement. (j) On each Delivery Date, the applicable Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the Purchaser) each item required on such date to be delivered by the such Seller and any Chattel Paper chattel paper (as defined in the UCC) representing or evidencing evidencing, the Leases being Conveyed on such Delivery Date.

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, the , (i) TRLWT Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TRLWT Seller in and to (A) certain Railcars and Railcars, related Leases and Related Assets as identified from time to time on a Delivery Schedule delivered by the TRLWT Seller in accordance with this Agreement Agreement, and (ii) TILC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and (B) Assignment and Assumption), all right, title and interest of TILC Seller in and to certain Railcars, related Leases and Related Assets as identified from time to time on a Delivery Schedule delivered by TILC Seller in accordance with respect thereto.this Agreement, provided , that to the extent that the portion of the Purchase Price for such sale paid by the Purchaser to TILC Seller in cash is less than the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “ Contribution ”) by TILC Seller as capital (through the Purchaser’s sole member, which is 100% directly owned by TILC Seller) to the Purchaser (such transaction in the aggregate, a “ Sale/Contribution ”), (b) The Purchaser in each case hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the each such Seller in and to such Railcars, related Leases and Related Assets. The Each Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the such Seller. (c) The Sales of Railcars, related Leases and Related Assets by the TRLWT Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, related Leases and Related Assets by the TILC Seller to the Purchaser pursuant to this Agreement are, and are intended to be, be absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the applicable Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the each Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the applicable Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against the such Seller under any bankruptcy or similar law. Neither the any Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the applicable Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the any Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the such Seller to the Purchaser to secure a debt or other obligation of the such Seller (except in the limited circumstance contemplated in subsection (e) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the applicable Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the applicable Seller shall be deemed hereunder to have granted to the Purchaser, and the such Seller does hereby grant to the Purchaser, a security interest in all of the such Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The Seller Sellers shall on each the Closing Date, and either or both the TRLWT Seller and/or the TILC Seller shall, as the case may be, on any other Delivery Date Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the such Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid paid (i) in the case of TRLWT Seller, by means of (x) the Purchaser’s immediate cash payment in the full amount of the Purchase Price to the TRLWT Seller by wire transfer on the Closing Date (or other Delivery Date) in respect of which the TRLWT Seller has delivered a Delivery Schedule, to and (ii) in the extent case of TILC Seller, by means of the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose (including from net proceeds derived from its issuance of the Equipment Notes on such Delivery Date, or from Disposition Proceeds held in the Mandatory Replacement Account or the Optional Reinvestment Account), to TILC Seller by wire transfer on the Closing Date (or other applicable Delivery Date) in respect of which TILC Seller has cash available delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to make such paymentbe reflected by means of proper accounting entries being entered upon the accounts and records of TILC Seller and Purchaser, with such wire transfer transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date, and (y) the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase Price. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the applicable Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager pursuant to the terms of the Management Agreement, TILC, as Manager, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Agreement. (j) On each Delivery Date, the applicable Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the Purchaser) each item required on such date to be delivered by the such Seller and any Chattel Paper representing or evidencing evidencing, the Leases being Conveyed on such Delivery Date.

Conveyance of the Railcars and Leases. (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, the (i) TRLWT Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of the TRLWT Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by the TRLWT Seller in accordance with this Agreement and (B) all Related Assets with respect thereto, (ii) TILC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption), all right, title and interest of TILC Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by TILC Seller in accordance with this Agreement and (B) all Related Assets with respect thereto, provided, that if TILC Seller is the sole equity Member of the Purchaser at the time of such sale, and to the extent that the portion of the Purchase Price for such sale paid by the Purchaser to TILC Seller in cash is less than the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “Contribution”) by TILC Seller as capital to the Purchaser (such transaction in the aggregate, a “Sale/Contribution”). (b) The Purchaser in each case hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of the each such Seller in and to such Railcars, related Leases and Related Assets. The Each Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the such Seller. (c) The Sales of Railcars, related Leases and Related Assets by the TRLWT Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, related Leases and Related Assets by the TILC Seller to the Purchaser pursuant to this Agreement are, and are intended to be, absolute and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the applicable Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Xxxx of Sale and Assignment and Assumption, without recourse. (d) It is the intention of the each Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the applicable Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against the such Seller under any bankruptcy or similar law. Neither the any Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the applicable Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by the any Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by the such Seller to the Purchaser to secure a debt or other obligation of the such Seller (except in the limited circumstance contemplated in subsection (e) immediately below). (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the applicable Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the applicable Seller shall be deemed hereunder to have granted to the Purchaser, and the such Seller does hereby grant to the Purchaser, a security interest in all of the such Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law. (f) The Seller Sellers shall on each the Closing Date, and either or both the TRLWT Seller and/or the TILC Seller shall, as the case may be, on any other Delivery Date Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by the such Seller to the Purchaser on such date. (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid paid (i) in the case of TRLWT Seller, by means of (x) the Purchaser’s immediate cash payment in the full amount of the Purchase Price to the TRLWT Seller by wire transfer on the Closing Date (or other Delivery Date) in respect of which the TRLWT Seller has delivered a Delivery Schedule, to and (ii) in the extent case of TILC Seller, by means of the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose (including from net proceeds derived from its issuance of the Equipment Notes on such Delivery Date, or from Net Disposition Proceeds held in the Mandatory Replacement Account or the Optional Reinvestment Account), to TILC Seller by wire transfer on the Closing Date (or other applicable Delivery Date) in respect of which TILC Seller has cash available delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to make such paymentbe reflected by means of proper accounting entries being entered upon the accounts and records of TILC Seller and Purchaser, with such wire transfer transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date, and (y) the Purchaser delivering a Demand Note to the Seller to the extent that the Purchaser does not have sufficient cash available to make such payment in full of such Purchase Price. (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets. (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager Servicer pursuant to the terms of the Management Servicing Agreement, TILC, as ManagerServicer, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Servicing Agreement. (j) On each Delivery Date, the applicable Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the PurchaserServicer on behalf of the Purchaser in accordance with Section 2.1(i) above) each item required on such date to be delivered by the such Seller and any Chattel Paper representing or evidencing the Leases being Conveyed on such Delivery Date.