Common use of Manufacturing Warranties Clause in Contracts

Manufacturing Warranties. 13.1.1. Seller warrants solely to Buyer that the assembly, construction and manufacture of the Railcars by Seller, Seller’s employees and Seller’s subcontractors will be in accordance with the Specification and Regulations (as defined in Section 13.1.8) for a period of [*****] after Delivery of the applicable Railcars, and that the material and workmanship of the Railcars furnished by Seller, Seller’s employees and Seller’s subcontractors will be free from defects under normal use and service for the [*****] warranty period. This warranty shall not apply to, and Seller shall not be responsible for, any failure of any Railcar purchased hereunder which has been subjected to misuse, negligence, alteration, accident, misloading, mishandling, improper or deficient maintenance, or physical abuse. Further, this warranty by Seller shall not apply to, and Seller shall not be responsible for, the deterioration of any Railcar purchased hereunder which results from normal wear and tear during the [*****] warranty period. Seller’s only obligation to Buyer under this Section 13.1.1 is limited to promptly repairing or replacing, at Seller’s exclusive option, the material and workmanship of the Railcar that is not in conformity with this warranty. Transportation charges and charges associated with the removal of any commodity shall be prepaid by Buyer. Seller shall determine, in its sole discretion, the place where any defective Railcar will be replaced or repaired. Seller shall not be required to repair or replace any defective Railcar, however, unless Buyer first provides the defective Railcar to Seller for an examination by Seller within sixty (60) days of Buyer’s written notice of a potential defect and Seller’s examination of the part or parts confirms the existence of a warranted defect. [*****]. 13.1.2. With respect to interior and exterior primers, paints, coatings, linings, and/or sealants (the “Coatings”), Seller warrants that it will apply the Coatings selected by Buyer in accordance with the Coating manufacturer’s specifications and recommendations, and, except as set forth in this Section 13.1.2, Seller makes no other warranty, express or implied, with respect to the Coatings or the adequacy of such Coating manufacturer’s specifications and recommendations. Seller may offer various choices of Coatings at various prices and of various qualities. The Coatings actually applied by Seller shall be chosen by Buyer at Buyer’s sole discretion, subject to Seller’s agreement to apply such Coatings, based on, but not limited to, Seller’s ability to obtain and apply such Coatings. Buyer’s choice of Coatings is made at Buyer’s sole risk and, except as set forth below in this Section 13.1.2, Seller makes no warranty, express or implied, regarding the suitability or effectiveness of any Coatings. With respect to the Coatings, Seller’s sole obligation under this Section 13.1.2 is limited to repair or replacement, at the election of Seller, at Seller’s railcar repair shop or at a shop selected by Seller, of the Coatings installed by Seller in any Railcar that shall, within [*****]10 after Delivery be returned to Seller with transportation charges and charges associated with the removal of any commodity prepaid by Buyer; provided, however, that Buyer provides such Railcar for an examination by Seller within sixty (60) days of written notification by Buyer of a potential defective installation of Coatings and such an examination confirms that the Coatings were defectively installed by Seller. [*****]. 13.1.3. In the event that Buyer sells, leases, or otherwise assigns the Railcars, any such transaction shall not otherwise modify or terminate Seller’s warranty. 13.1.4. In no event and under no circumstances shall Seller ever be liable to Buyer for a breach of the warranty set forth herein in any amount greater than Seller’s actual cost of repairing or replacing the defective Railcar that Buyer purchased from Seller. Under no circumstances shall Seller ever have liability to any Third Party who asserts any claim by or through Buyer alleging a breach of the warranty expressly set forth herein, which Seller makes solely and exclusively to Buyer. Any repair or replacement by Seller pursuant to this warranty will not serve to extend the warranty in any way beyond [*****] from the date the Railcar is Delivered to Buyer. 13.1.5. SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY THAT ANY PARTS, MATERIAL, EQUIPMENT OR COMPONENTS PURCHASED FROM THIRD PARTY SUPPLIERS OR MANUFACTURERS (HEREINAFTER, EACH A “SUPPLIER OR MANUFACTURER”) AND INSTALLED IN OR ON THE RAILCARS ARE FREE FROM DEFECTS. ANY PARTS, MATERIAL, EQUIPMENT OR COMPONENTS PURCHASED FROM SUPPLIERS OR MANUFACTURERS AND INSTALLED IN OR ON THE RAILCARS WILL BE COVERED UNDER THE WARRANTY GIVEN BY THE SPECIFIC SUPPLIER OR MANUFACTURER AND THE TERMS SET FORTH THEREIN. SELLER AGREES TO COOPERATE WITH BUYER TO ENFORCE ANY SUCH SUPPLIER OR MANUFACTURER WARRANTIES, BUT WILL NOT FILE ANY LAWSUIT OR INSTITUTE OTHER LEGAL PROCEEDING ON BUYER’S BEHALF AND/OR INCUR OTHER LEGAL FEES, COSTS OR EXPENSES. TO THE EXTENT EXPRESSLY PERMITTED BY ANY SUCH SUPPLIER OR MANUFACTURER, SELLER AGREES TO TRANSFER AND ASSIGN TO BUYER, WITHOUT WARRANTY OR ASSUMPTION BY SELLER WITH RESPECT THEREOF, SUCH SUPPLIER’S OR MANUFACTURER’S WARRANTIES COVERING PARTS, MATERIAL, EQUIPMENT OR COMPONENTS FURNISHED BY SUCH SUPPLIER OR MANUFACTURER. AS TO SELLER’S INSTALLATION OF PARTS, COMPONENTS OR EQUIPMENT 10 [*****] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. MANUFACTURED BY SUPPLIERS OR MANUFACTURERS, IF SUCH SUPPLIER OR MANUFACTURER HAS A REPRESENTATIVE AT THE JOB SITE DURING SUCH INSTALLATION, AND IF THE INSTALLATION IS COMPLETED TO THE SATISFACTION OF SUCH REPRESENTATIVE, IT SHALL BE PRESUMED, SUBJECT TO REBUTTAL BY BUYER, THAT SELLER’S INSTALLATION HAS BEEN COMPLETED BY SELLER IN ACCORDANCE WITH SUCH SUPPLIER’S OR MANUFACTURER’S RECOMMENDATIONS IN A GOOD AND WORKMANLIKE MANNER AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. 13.1.6. SELLER DOES NOT WARRANT ANY COMPONENTS, EQUIPMENT, ENGINEERING, DESIGNS, PLANS OR WORKMANSHIP SPECIFIED OR FURNISHED BY BUYER, BUYER’S SUBCONTRACTORS, EMPLOYEES, ARCHITECTS OR ENGINEERS, OR ANY LABOR PERFORMED BY OTHERS AT THE DIRECTION OR REQUEST OF BUYER OR BUYER’S REPRESENTATIVE(S) AND SELLER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION THEREWITH. 13.1.7. THE WARRANTIES STATED HEREIN ARE EXCLUSIVE AND ARE MADE BY SELLER SOLELY TO BUYER EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES AND REMEDIES: (1) EXPRESS OR IMPLIED; (2) WRITTEN OR ORAL; (3) AT LAW, IN EQUITY OR UNDER CONTRACT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (4) NOTWITHSTANDING ANY COURSE OF DEALING BETWEEN THE PARTIES OR CUSTOM AND USAGE IN THE TRADE TO THE CONTRARY. OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 13.1.1, SELLER SHALL HAVE NO LIABILITY TO BUYER AND BUYER SHALL NOT MAKE ANY CLAIM AGAINST SELLER OR RECOVER ANY AMOUNT WHATSOEVER FROM SELLER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, COVER, OR PUNITIVE DAMAGES THAT ARISE OUT OF OR RESULT FROM ANY BREACH BY SELLER OF THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. 13.1.8. For purposes of this Agreement, “Regulations” shall mean all industry standards for new railcar equipment, including without limitation, all rules, statutes, regulations, directives and requirements of the United States of America (including without limitation those of the United States Department of Transportation) and the specifications and standards of the Association of American Railroads applicable to new railroad equipment, in each case as may be in effect on the date of construction of the applicable Railcars.

Manufacturing Warranties. 13.1.1. Seller warrants solely to Buyer that that, for a period of [*****] after Delivery of the applicable Railcars (the “Warranty Period”), (i) the assembly, construction and manufacture of the Railcars by Seller, Seller’s employees and Seller’s subcontractors will be in accordance with the Specification and Regulations (as defined in Section 13.1.8) for a period of [*****] after Delivery of the applicable Railcars), and that (ii) the material and workmanship of the Railcars furnished by Seller, Seller’s employees and Seller’s subcontractors will be free from defects under normal use and service for the [*****] warranty periodWarranty Period. This warranty Seller’s warranties in this Agreement shall not apply to, and Seller shall not be responsible for, any failure of any Railcar purchased hereunder which has been subjected to misuse, negligence, alteration, accident, misloading, mishandling, improper or deficient maintenance, or physical abuse[*****]. Further, Seller’s warranties in this warranty by Seller Agreement shall not apply to, and Seller shall not be responsible for, the deterioration of any Railcar purchased hereunder which results to the extent resulting from normal wear and tear during the [*****] warranty period]. Seller’s only obligation to Buyer under this Section 13.1.1 and Buyer’s sole and exclusive remedy for any warranty claims related to or arising from the Railcars is limited to promptly repairing repairing, modifying or replacing, at Seller’s exclusive option, the material and workmanship of the Railcar that is not in conformity with Seller’s warranties in this warrantyAgreement. Transportation charges and charges associated with the removal of any commodity shall be prepaid by Buyer[*****]. Seller and Buyer shall determine, in its sole discretion, jointly determine the place where any defective Railcar will be replaced or repaired. Seller shall not be required to repair or replace any defective Railcar, however, unless Buyer first provides the defective Railcar to Seller for an examination by Seller within sixty (60) days of Buyer’s written notice of a potential defect and Upon Seller’s examination of the part or parts confirms the existence of a warranted defect. [*****]. 13.1.2. With respect to interior and exterior primersreasonable request, paints, coatings, linings, and/or sealants (the “Coatings”), Seller warrants that it Buyer will apply the Coatings selected by Buyer in accordance with the Coating manufacturer’s specifications and recommendations, and, except as set forth in this Section 13.1.2, Seller makes no other warranty, express or implied, with respect to the Coatings or the adequacy of such Coating manufacturer’s specifications and recommendations. Seller may offer various choices of Coatings at various prices and of various qualities. The Coatings actually applied by Seller shall be chosen by Buyer at Buyer’s sole discretion, subject to Seller’s agreement to apply such Coatings, based on, but not limited to, Seller’s ability to obtain and apply such Coatings. Buyer’s choice of Coatings is made at Buyer’s sole risk and, except as set forth below in this Section 13.1.2, Seller makes no warranty, express or implied, regarding the suitability or effectiveness of any Coatings. With respect to the Coatings, Seller’s sole obligation under this Section 13.1.2 is limited to repair or replacement, at the election of Seller, at Seller’s railcar repair shop or at a shop selected by Seller, of the Coatings installed by Seller in any Railcar that shall, within [*****]10 after Delivery be returned to Seller with transportation charges and charges associated with the removal of any commodity prepaid by Buyer; provided, however, that Buyer provides such Railcar for an examination by Seller within sixty (60) days of written notification by Buyer of a potential defective installation of Coatings and such an examination confirms that the Coatings were defectively installed by Seller. [*****]. 13.1.3. In the event that Buyer sells, leases, or otherwise assigns the Railcars, any such transaction shall not otherwise modify or terminate Seller’s warranty. 13.1.4. In no event and under no circumstances shall Seller ever be liable to Buyer for a breach of the warranty set forth herein in any amount greater than Seller’s actual cost of repairing or replacing the defective Railcar that Buyer purchased from Seller. Under no circumstances shall Seller ever have liability to any Third Party who asserts any claim by or through Buyer alleging a breach of the warranty expressly set forth herein, which Seller makes solely and exclusively to Buyer. Any repair or replacement by Seller pursuant to this warranty will not serve to extend the warranty in any way beyond ship [*****] from any defective Railcar to such location. Buyer will not repair (except running repairs), replace or discard any defective Railcar until Seller has first been given a reasonable opportunity to inspect the date the Railcar is Delivered to Buyer. 13.1.5. SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY THAT ANY PARTSalleged defect, MATERIAL, EQUIPMENT OR COMPONENTS PURCHASED FROM THIRD PARTY SUPPLIERS OR MANUFACTURERS (HEREINAFTER, EACH A “SUPPLIER OR MANUFACTURER”) AND INSTALLED IN OR ON THE RAILCARS ARE FREE FROM DEFECTS. ANY PARTS, MATERIAL, EQUIPMENT OR COMPONENTS PURCHASED FROM SUPPLIERS OR MANUFACTURERS AND INSTALLED IN OR ON THE RAILCARS WILL BE COVERED UNDER THE WARRANTY GIVEN BY THE SPECIFIC SUPPLIER OR MANUFACTURER AND THE TERMS SET FORTH THEREIN. SELLER AGREES TO COOPERATE WITH BUYER TO ENFORCE ANY SUCH SUPPLIER OR MANUFACTURER WARRANTIES, BUT WILL NOT FILE ANY LAWSUIT OR INSTITUTE OTHER LEGAL PROCEEDING ON BUYER’S BEHALF AND/OR INCUR OTHER LEGAL FEES, COSTS OR EXPENSES. TO THE EXTENT EXPRESSLY PERMITTED BY ANY SUCH SUPPLIER OR MANUFACTURER, SELLER AGREES TO TRANSFER AND ASSIGN TO BUYER, WITHOUT WARRANTY OR ASSUMPTION BY SELLER WITH RESPECT THEREOF, SUCH SUPPLIER’S OR MANUFACTURER’S WARRANTIES COVERING PARTS, MATERIAL, EQUIPMENT OR COMPONENTS FURNISHED BY SUCH SUPPLIER OR MANUFACTURER. AS TO SELLER’S INSTALLATION OF PARTS, COMPONENTS OR EQUIPMENT 10 which inspection shall occur no later than [*****] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. MANUFACTURED BY SUPPLIERS OR MANUFACTURERS, IF SUCH SUPPLIER OR MANUFACTURER HAS A REPRESENTATIVE AT THE JOB SITE DURING SUCH INSTALLATION, AND IF THE INSTALLATION IS COMPLETED TO THE SATISFACTION OF SUCH REPRESENTATIVE, IT SHALL BE PRESUMED, SUBJECT TO REBUTTAL BY BUYER, THAT SELLER’S INSTALLATION HAS BEEN COMPLETED BY SELLER IN ACCORDANCE WITH SUCH SUPPLIER’S OR MANUFACTURER’S RECOMMENDATIONS IN A GOOD AND WORKMANLIKE MANNER AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. 13.1.6. SELLER DOES NOT WARRANT ANY COMPONENTS, EQUIPMENT, ENGINEERING, DESIGNS, PLANS OR WORKMANSHIP SPECIFIED OR FURNISHED BY BUYER, BUYER’S SUBCONTRACTORS, EMPLOYEES, ARCHITECTS OR ENGINEERS, OR ANY LABOR PERFORMED BY OTHERS AT THE DIRECTION OR REQUEST OF BUYER OR BUYER’S REPRESENTATIVE(S) AND SELLER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION THEREWITH. 13.1.7. THE WARRANTIES STATED HEREIN ARE EXCLUSIVE AND ARE MADE BY SELLER SOLELY TO BUYER EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES AND REMEDIES: (1) EXPRESS OR IMPLIED; (2) WRITTEN OR ORAL; (3) AT LAW, IN EQUITY OR UNDER CONTRACT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (4) NOTWITHSTANDING ANY COURSE OF DEALING BETWEEN THE PARTIES OR CUSTOM AND USAGE IN THE TRADE TO THE CONTRARY. OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 13.1.1, SELLER SHALL HAVE NO LIABILITY TO BUYER AND BUYER SHALL NOT MAKE ANY CLAIM AGAINST SELLER OR RECOVER ANY AMOUNT WHATSOEVER FROM SELLER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, COVER, OR PUNITIVE DAMAGES THAT ARISE OUT OF OR RESULT FROM ANY BREACH BY SELLER OF THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. 13.1.8. For purposes of this Agreement, “Regulations” shall mean all industry standards for new railcar equipment, including without limitation, all rules, statutes, regulations, directives and requirements after Buyer notified Seller of the United States of America (including without limitation those of the United States Department of Transportation) and the specifications and standards of the Association of American Railroads applicable to new railroad equipmentdefective Railcar; provided, in that each case as may Party shall be in effect on the date of construction of the applicable Railcars.responsible for their own 14

Manufacturing Warranties. 13.1.1. Seller warrants solely to Buyer that the assembly, construction and manufacture of the Railcars by Seller, Seller’s employees and Seller’s subcontractors will be in accordance with the Specification and Regulations (as defined in Section 13.1.8) for a period of [*****] after Delivery of the applicable Railcars, and that the material and workmanship of the Railcars furnished by Seller, Seller’s employees and Seller’s subcontractors will be free from defects under normal use and service for the [*****] warranty period. This warranty shall not apply to, and Seller shall not be responsible for, any failure of any Railcar purchased hereunder which has been subjected to misuse, negligence, alteration, accident, misloading, mishandling, improper or deficient maintenance, or physical abuse. Further, this warranty by Seller shall not apply to, and Seller shall not be responsible for, the deterioration of any Railcar purchased hereunder which results from normal wear and tear during the [*****] warranty period. Seller’s only obligation to Buyer under this Section 13.1.1 is limited to promptly repairing or replacing, at Seller’s exclusive option, the material and workmanship of the Railcar that is not in conformity with this warranty. Transportation charges and charges associated with the removal of any commodity shall be prepaid by Buyer. Seller shall determine, in its sole discretion, the place where any defective Railcar will be replaced or repaired. Seller shall not be required to repair or replace any defective Railcar, however, unless Buyer first provides the defective Railcar to Seller for an examination by Seller within sixty (60) days of Buyer’s written notice of a potential defect and Seller’s examination of the part or parts confirms the existence of a warranted defect. [*****]. 13.1.2. With respect to interior and exterior primers, paints, coatings, linings, and/or sealants (the “Coatings”), Seller warrants that it will apply the Coatings selected by Buyer in accordance with the Coating manufacturer’s specifications and recommendations, and, except as set forth in this Section 13.1.2, Seller makes no other warranty, express or implied, with respect to the Coatings or the adequacy of such Coating manufacturer’s specifications and recommendations. Seller may offer various choices of Coatings at various prices and of various qualities. The Coatings actually applied by Seller shall be chosen by Buyer at Buyer’s sole discretion, subject to Seller’s agreement to apply such Coatings, based on, but not limited to, Seller’s ability to obtain and apply such Coatings. Buyer’s choice of Coatings is made at Buyer’s sole risk and, except as set forth below in this Section 13.1.2, Seller makes no warranty, express or implied, regarding the suitability or effectiveness of any Coatings. With respect to the Coatings, Seller’s sole obligation under this Section 13.1.2 is limited to repair or replacement, at the election of Seller, at Seller’s railcar repair shop or at a shop selected by Seller, of the Coatings installed by Seller in any Railcar that shall, within [*****]10 after Delivery be returned to Seller with transportation charges and charges associated with the removal of any commodity prepaid by Buyer; provided, however, that Buyer provides such Railcar for an examination by Seller within sixty (60) days of written notification by Buyer of a potential defective installation of Coatings and such an examination confirms that the Coatings were defectively installed by Seller. [*****]. 13.1.3. In the event that Buyer sells, leases, or otherwise assigns the Railcars, any such transaction shall not otherwise modify or terminate Seller’s warranty. 13.1.4. In no event and under no circumstances shall Seller ever be liable to Buyer for a breach of the warranty set forth herein in any amount greater than Seller’s actual cost of repairing or replacing the defective Railcar that Buyer purchased from Seller. Under no circumstances shall Seller ever have liability to any Third Party who asserts any claim by or through Buyer alleging a breach of the warranty expressly set forth herein, which Seller makes solely and exclusively to Buyer. Any repair or replacement by Seller pursuant to this warranty will not serve to extend the warranty in any way beyond [*****] from the date the Railcar is Delivered to Buyer. 13.1.5. SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY THAT ANY PARTS, MATERIAL, EQUIPMENT OR COMPONENTS PURCHASED FROM THIRD PARTY SUPPLIERS OR MANUFACTURERS (HEREINAFTER, EACH A “SUPPLIER OR MANUFACTURER”) AND INSTALLED IN OR ON THE RAILCARS ARE FREE FROM DEFECTS. ANY PARTS, MATERIAL, EQUIPMENT OR COMPONENTS PURCHASED FROM SUPPLIERS OR MANUFACTURERS AND INSTALLED IN OR ON THE RAILCARS WILL BE COVERED UNDER THE WARRANTY GIVEN BY THE SPECIFIC SUPPLIER OR MANUFACTURER AND THE TERMS SET FORTH THEREIN. SELLER AGREES TO COOPERATE WITH BUYER TO ENFORCE ANY SUCH SUPPLIER OR MANUFACTURER WARRANTIES, BUT WILL NOT FILE ANY LAWSUIT OR INSTITUTE OTHER LEGAL PROCEEDING ON BUYER’S BEHALF AND/OR INCUR OTHER LEGAL FEES, COSTS OR EXPENSES. TO THE EXTENT EXPRESSLY PERMITTED BY ANY SUCH SUPPLIER OR MANUFACTURER, SELLER AGREES TO TRANSFER AND ASSIGN TO BUYER, WITHOUT WARRANTY OR ASSUMPTION BY SELLER WITH RESPECT THEREOF, SUCH SUPPLIER’S OR MANUFACTURER’S WARRANTIES COVERING PARTS, MATERIAL, EQUIPMENT OR COMPONENTS FURNISHED BY SUCH SUPPLIER OR MANUFACTURER. AS TO SELLER’S INSTALLATION OF PARTS, COMPONENTS OR EQUIPMENT 10 [*****] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. MANUFACTURED BY SUPPLIERS OR MANUFACTURERS, IF SUCH SUPPLIER OR MANUFACTURER HAS A REPRESENTATIVE AT THE JOB SITE DURING SUCH INSTALLATION, AND IF THE INSTALLATION IS COMPLETED TO THE SATISFACTION OF SUCH REPRESENTATIVE, IT SHALL BE PRESUMED, SUBJECT TO REBUTTAL BY BUYER, THAT SELLER’S INSTALLATION HAS BEEN COMPLETED BY SELLER IN ACCORDANCE WITH SUCH SUPPLIER’S OR MANUFACTURER’S RECOMMENDATIONS IN A GOOD AND WORKMANLIKE MANNER AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. 13.1.6. SELLER DOES NOT WARRANT ANY COMPONENTS, EQUIPMENT, ENGINEERING, DESIGNS, PLANS OR WORKMANSHIP SPECIFIED OR FURNISHED BY BUYER, BUYER’S SUBCONTRACTORS, EMPLOYEES, ARCHITECTS OR ENGINEERS, OR ANY LABOR PERFORMED BY OTHERS AT THE DIRECTION OR REQUEST OF BUYER OR BUYER’S REPRESENTATIVE(S) AND SELLER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION THEREWITH. 13.1.7. THE WARRANTIES STATED HEREIN ARE EXCLUSIVE AND ARE MADE BY SELLER SOLELY TO BUYER EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES AND REMEDIES: (1) EXPRESS OR IMPLIED; (2) WRITTEN OR ORAL; (3) AT LAW, IN EQUITY OR UNDER CONTRACT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (4) NOTWITHSTANDING ANY COURSE OF DEALING BETWEEN THE PARTIES OR CUSTOM AND USAGE IN THE TRADE TO THE CONTRARY. OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 13.1.1, SELLER SHALL HAVE NO LIABILITY TO BUYER AND BUYER SHALL NOT MAKE ANY CLAIM AGAINST SELLER OR RECOVER ANY AMOUNT WHATSOEVER FROM SELLER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, COVER, OR PUNITIVE DAMAGES THAT ARISE OUT OF OR RESULT FROM ANY BREACH BY SELLER OF THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. 13.1.8. For purposes of this Agreement, “Regulations” shall mean all industry standards for new railcar equipment, including without limitation, all rules, statutes, regulations, directives and requirements of the United States of America (including without limitation those of the United States Department of Transportation) and the specifications and standards of the Association of American Railroads applicable to new railroad equipment, in each case as may be in effect on the date of construction of the applicable Railcars.

Manufacturing Warranties. 13.1.1. Seller warrants solely to Buyer that the assembly, construction and manufacture of the Railcars by Seller, Seller’s employees and Seller’s subcontractors will be in accordance with the Specification and Regulations (as defined in Section 13.1.8) for a period of [*****] after Delivery of the applicable Railcars, and that the material and workmanship of the Railcars furnished by Seller, Seller’s employees and Seller’s subcontractors will be free from defects under normal use and service for the [*****] warranty period. This warranty shall not apply to, and Seller shall not be responsible for, any failure of any Railcar purchased hereunder which has been subjected to misuse, negligence, alteration, accident, misloading, mishandling, improper or deficient maintenance, or physical abuse. Further, this warranty by Seller shall not apply to, and Seller shall not be responsible for, the deterioration of any Railcar purchased hereunder which results from normal wear and tear during the [*****] warranty period. Seller’s only obligation to Buyer under this Section 13.1.1 is limited to promptly repairing or replacing, at Seller’s exclusive option, the material and workmanship of the Railcar that is not in conformity with this warranty. Transportation charges and charges associated with the removal of any commodity shall be prepaid by Buyer. Seller shall determine, in its sole discretion, the place where any defective Railcar will be replaced or repaired. Seller shall not be required to repair or replace any defective Railcar, however, unless Buyer first provides the defective Railcar to Seller for an examination by Seller within sixty (60) days of Buyer’s written notice of a potential defect and Seller’s examination of the part or parts confirms the existence of a warranted defect. [*****]. 13.1.2. With respect to interior and exterior primers, paints, coatings, linings, and/or sealants (the “Coatings”), Seller warrants that it will apply the Coatings selected by Buyer in accordance with the Coating manufacturer’s specifications and recommendations, and, except as set forth in this Section 13.1.2, Seller makes no other warranty, express or implied, with respect to the Coatings or the adequacy of such Coating manufacturer’s specifications and recommendations. Seller may offer various choices of Coatings at various prices and of various qualities. The Coatings actually applied by Seller shall be chosen by Buyer at Buyer’s sole discretion, subject to Seller’s agreement to apply such Coatings, based on, but not limited to, Seller’s ability to obtain and apply such Coatings. Buyer’s choice of Coatings is made at Buyer’s sole risk and, except as set forth below in this Section 13.1.2, Seller makes no warranty, express or implied, regarding the suitability or effectiveness of any Coatings. With respect to the Coatings, Seller’s sole obligation under this Section 13.1.2 is limited to repair or replacement, at the election of Seller, at Seller’s railcar repair shop or at a shop selected by Seller, of the Coatings installed by Seller in any Railcar that shall, within [*****]10 after Delivery be returned to Seller with transportation charges and charges associated with the removal of any commodity prepaid by Buyer; provided, however, that Buyer provides such Railcar for an examination by Seller within sixty (60) days of written notification by Buyer of a potential defective installation of Coatings and such an examination confirms that the Coatings were defectively installed by Seller. [*****].14 US-DOCS\118388455.1 13.1.3. In the event that Buyer sells, leases, or otherwise assigns the Railcars, any such transaction shall not otherwise modify or terminate Seller’s warranty. 13.1.4. In no event and under no circumstances shall Seller ever be liable to Buyer for a breach of the warranty set forth herein in any amount greater than Seller’s actual cost of repairing or replacing the defective Railcar that Buyer purchased from Seller. Under no circumstances shall Seller ever have liability to any Third Party who asserts any claim by or through Buyer alleging a breach of the warranty expressly set forth herein, which Seller makes solely and exclusively to Buyer. Any repair or replacement by Seller pursuant to this warranty will not serve to extend the warranty in any way beyond [*****] from the date the Railcar is Delivered to Buyer. . 13.1.5. SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY THAT ANY PARTS, MATERIAL, EQUIPMENT OR COMPONENTS PURCHASED FROM THIRD PARTY SUPPLIERS OR MANUFACTURERS (HEREINAFTER, EACH A “SUPPLIER OR MANUFACTURER”) AND INSTALLED IN OR ON THE RAILCARS ARE FREE FROM DEFECTS. ANY PARTS, MATERIAL, EQUIPMENT OR COMPONENTS PURCHASED FROM SUPPLIERS OR MANUFACTURERS AND INSTALLED IN OR ON THE RAILCARS WILL BE COVERED UNDER THE WARRANTY GIVEN BY THE SPECIFIC SUPPLIER OR MANUFACTURER AND THE TERMS SET FORTH THEREIN. SELLER AGREES TO COOPERATE WITH BUYER TO ENFORCE ANY SUCH SUPPLIER OR MANUFACTURER WARRANTIES, BUT WILL NOT FILE ANY LAWSUIT OR INSTITUTE OTHER LEGAL PROCEEDING ON BUYER’S BEHALF AND/OR INCUR OTHER LEGAL FEES, COSTS OR EXPENSES. TO THE EXTENT EXPRESSLY PERMITTED BY ANY SUCH SUPPLIER OR MANUFACTURER, SELLER AGREES TO TRANSFER AND ASSIGN TO BUYER, WITHOUT WARRANTY OR ASSUMPTION BY SELLER WITH RESPECT THEREOF, SUCH SUPPLIER’S OR MANUFACTURER’S WARRANTIES COVERING PARTS, MATERIAL, EQUIPMENT OR COMPONENTS FURNISHED BY SUCH SUPPLIER OR MANUFACTURER. AS TO SELLER’S INSTALLATION OF PARTS, COMPONENTS OR EQUIPMENT 10 [*****] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. MANUFACTURED BY SUPPLIERS OR MANUFACTURERS, IF SUCH SUPPLIER OR MANUFACTURER HAS A REPRESENTATIVE AT THE JOB SITE DURING SUCH INSTALLATION, AND IF THE INSTALLATION IS COMPLETED TO THE SATISFACTION OF SUCH REPRESENTATIVE, IT SHALL BE PRESUMED, SUBJECT TO REBUTTAL BY BUYER, THAT SELLER’S INSTALLATION HAS BEEN COMPLETED BY SELLER IN ACCORDANCE WITH SUCH SUPPLIER’S OR MANUFACTURER’S RECOMMENDATIONS IN A GOOD AND WORKMANLIKE MANNER AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. 13.1.6. SELLER DOES NOT WARRANT ANY COMPONENTS, EQUIPMENT, ENGINEERING, DESIGNS, PLANS OR WORKMANSHIP SPECIFIED OR FURNISHED BY BUYER, BUYER’S SUBCONTRACTORS, EMPLOYEES, ARCHITECTS OR ENGINEERS, OR ANY LABOR PERFORMED BY OTHERS AT THE DIRECTION OR REQUEST OF BUYER OR BUYER’S REPRESENTATIVE(S) AND SELLER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION THEREWITH. 13.1.7. THE WARRANTIES STATED HEREIN ARE EXCLUSIVE AND ARE MADE BY SELLER SOLELY TO BUYER EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES AND REMEDIES: (1) EXPRESS OR IMPLIED; (2) WRITTEN OR ORAL; (3) AT LAW, IN EQUITY OR UNDER CONTRACT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (4) NOTWITHSTANDING ANY COURSE OF DEALING BETWEEN THE PARTIES OR CUSTOM AND USAGE IN THE TRADE TO THE CONTRARY. OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 13.1.1, SELLER SHALL HAVE NO LIABILITY TO BUYER AND BUYER SHALL NOT MAKE ANY CLAIM AGAINST SELLER OR RECOVER ANY AMOUNT WHATSOEVER FROM SELLER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, COVER, OR PUNITIVE DAMAGES THAT ARISE OUT OF OR RESULT FROM ANY BREACH BY SELLER OF THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. 13.1.8. For purposes of this Agreement, “Regulations” shall mean all industry standards for new railcar equipment, including without limitation, all rules, statutes, regulations, directives and requirements of the United States of America (including without limitation those of the United States Department of Transportation) and the specifications and standards of the Association of American Railroads applicable to new railroad equipment, in each case as may be in effect on the date of construction of the applicable Railcars.15 US-DOCS\118388455.1