Common use of Protection of Title of the Purchaser Clause in Contracts

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming STB or Registrar General of Canada filings (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, Indenture Trustee as “Total Assignee”, assignee and describing the Sale Portfolio Railcars, Leases and Related Assets Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of Texas (in the jurisdiction case of organization TRLT-II Seller) or Delaware (in the case of TILC Seller) and in such other locations as the SellerPurchaser or the Indenture Trustee shall have required. Without limiting the foregoing, Seller hereby authorizes the Purchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties Indenture Trustee under the Loan and Servicing AgreementIndenture, in the Sale Portfolio acquired by the Purchaser hereunderRailcars, as the case may be, Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Purchaser and the Administrative Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingfiling in accordance herewith. The In the event that Seller agrees that it will from time fails to timeperform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at its expensethe expense of Seller, take all actions, that and Seller hereby authorizes the Purchaser, the Collateral Agent Purchaser or the Administrative Agent may reasonably request Indenture Trustee and grants to the Purchaser and the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perfectperform such obligations in Seller’s or in its own name, protect as applicable, and on behalf of Seller, as are necessary or more fully evidence the Purchases hereunder and the security and/or interest granted desirable, in the Sale Portfolio, determination of the Purchaser or to enable the Purchaser, the Collateral Agent, the Administrative Agent Indenture Trustee or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentassignee thereof.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state applicable Governmental Authority of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the ServicerCollateral Manager, the Lenders, the Lender Agents and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentthe Loan and Servicing Agreement.

Protection of Title of the Purchaser. (a) On or prior to the Closing Restatement Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral AgentTrustee, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties under the Loan and Servicing Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral AgentTrustee, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Servicer and the Administrative Agent (who will provide each Lender with a copy promptly upon receipt thereof) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent Trustee or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral AgentTrustee, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the Existing Manager on behalf of the Seller shall have filed or caused to be filed UCC-1 UCC financing statements, naming STB or Registrar General of Canada filings (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, Indenture Trustee as “Total Assignee”, assignee and describing the Sale Portfolio Railcars, related Leases and Related Assets Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of Delaware and the jurisdiction STB and Registrar General of organization of Canada filing offices. Without limiting the Sellerforegoing, the Seller hereby authorizes the Purchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the Seller (or the Existing Manager on behalf of the Seller) shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties Indenture Trustee under the Loan and Servicing AgreementMaster Indenture, in the Sale Portfolio acquired by the Purchaser hereunderRailcars, as the case may be, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. The Existing Manager on behalf of the Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Purchaser and the Administrative Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingfiling in accordance herewith. The In the event that the Existing Manager on behalf of the Seller agrees that it will from time fails to timeperform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at its expensethe expense of the Existing Manager, take all actions, that and the Purchaser, Existing Manager hereby authorizes the Collateral Agent Purchaser or the Administrative Agent may reasonably request Indenture Trustee and grants to the Purchaser and the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted perform such obligations in the Sale PortfolioSeller’s or in its own name, as applicable, and on behalf of the Seller, as are necessary or desirable, in the determination of the Purchaser or Indenture Trustee or any assignee thereof, with respect to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentperforming such obligations.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the Seller each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall have filed or caused to be filed UCC-1 financing statements, naming STB or Registrar General of Canada filings (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, Indenture Trustee as “Total Assignee”, assignee and describing the Sale Portfolio Railcars, related Leases and Related Assets Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of Delaware and in such other locations as the jurisdiction Purchaser or the Indenture Trustee shall have required. Without limiting the foregoing, each Seller, or TRLWT Manager on behalf of organization of TRLWT Seller, hereby authorizes the SellerPurchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the Seller each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall authorize and file such financing statements and or cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties Indenture Trustee under the Loan and Servicing AgreementMaster Indenture, in the Sale Portfolio acquired by the Purchaser hereunderRailcars, as the case may be, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. The Seller Each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Purchaser and the Administrative Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingfiling in accordance herewith. The Seller agrees In the event that it will from time a Seller, or TRLWT Manager on behalf of TRLWT Seller, fails to timeperform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at its expensethe expense of such Seller, take all actionsor TRLWT Manager on behalf of TRLWT Seller, that and each Seller, or TRLWT Manager on behalf of TRLWT Seller, hereby authorizes the Purchaser, the Collateral Agent Purchaser or the Administrative Agent may reasonably request Indenture Trustee and grants to the Purchaser and the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perfectperform such obligations in such Seller's or in its own name, protect as applicable, and on behalf of such Seller, or more fully evidence the Purchases hereunder and the security and/or interest granted TRLWT Manager on behalf of TRLWT Seller,, as are necessary or desirable, in the Sale Portfoliodetermination of the Purchaser or Indenture Trustee or any assignee thereof, or with respect to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentperforming such obligations.

Protection of Title of the Purchaser. The Seller hereby covenants and agrees with the Purchaser that, from the date hereof, and until the Obligations have been Paid in Full: (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 and/or UCC-3 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio Transferred Assets to be acquired by the Purchaser, with the office of the Secretary Maryland Department of State of the state of the jurisdiction of organization of the SellerAssessments and Taxation. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law Law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, preserve and maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing AgreementParties, in the Sale Portfolio each Transferred Asset acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Custodian and the Administrative Agent (who will provide each Lender with a copy promptly upon receipt thereof) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases Conveyances hereunder and the security and/or interest granted in the Sale Portfolioeach Transferred Asset, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentthe Credit Agreement.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Assignor Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total AssigneeAssignee Secured Party”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization incorporation of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan Revolving Credit and Servicing Security Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Lenders and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent Agent, the Custodian or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral Agent, the Custodian, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Facility Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming STB or Registrar General of Canada filings (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, Indenture Trustee as “Total Assignee”, assignee and describing the Sale Portfolio Railcars, related Leases and Related Assets Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of Delaware and in such other locations as the jurisdiction of organization of Purchaser or the SellerIndenture Trustee shall have required. Without limiting the foregoing, Seller hereby authorizes the Purchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties Indenture Trustee under the Loan and Servicing AgreementIndenture, in the Sale Portfolio acquired by the Purchaser hereunderRailcars, as the case may be, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Purchaser and the Administrative Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingfiling in accordance herewith. The In the event that Seller agrees that it will from time fails to timeperform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at its expensethe expense of Seller, take all actions, that and Seller hereby authorizes the Purchaser, the Collateral Agent Purchaser or the Administrative Agent may reasonably request Indenture Trustee and grants to the Purchaser and the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perfectperform such obligations in Seller’s or in its own name, protect as applicable, and on behalf of Seller, as are necessary or more fully evidence the Purchases hereunder and the security and/or interest granted desirable, in the Sale Portfolio, determination of the Purchaser or to enable the Purchaser, the Collateral Agent, the Administrative Agent Indenture Trustee or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentassignee thereof.

Protection of Title of the Purchaser. (a) On or prior to the Closing Restatement Date, the Seller shall have filed or caused to be filed UCC-1 financing statementsstatements (or, if applicable, amendments thereto), naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral AgentTrustee, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement, the ownership interest of the Borrower in the Loan Assets acquired under the Original Purchase and Sale Agreement (and Portfolio Assets relating thereto), the ownership interest of the Borrower under the Second Tier Purchase and Sale Agreement, and the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties under the Loan and Servicing Agreement, in the Sale Portfolio acquired by the Purchaser hereunderPortfolio, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral AgentTrustee, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Servicer and the Administrative Agent (who will provide each Lender with a copy promptly upon receipt thereof) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent Trustee or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder (including the transfers by the Seller to the Borrower effected pursuant to the Original Purchase and Sale Agreement) and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral AgentTrustee, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Restatement Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral AgentTrustee, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties under the Loan Amended and Restated Sale and Servicing Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral AgentTrustee, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Note Purchaser and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent Trustee or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral AgentTrustee, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the Seller on behalf of the Purchaser shall have filed or caused to be filed UCC-1 UCC financing statements, naming STB and RGC filings (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as “Total Assignee”, assignee and describing the Sale Portfolio Equipment, related Lease Agreements and Related Assets Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of North Dakota and the jurisdiction of organization of STB and RGC filing offices. Without limiting the Sellerforegoing, the Seller hereby authorizes the Purchaser and/or any assignee thereof (including, without limitation, the Administrative Agent and its counsel) to prepare and file any such UCC-1 financing statements. From time to time thereafter, the Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties under the Loan Credit Agreement and Servicing the Security Agreement, in the Sale Portfolio acquired by the Purchaser hereunderEquipment, as the case may be, related Lease Agreements and Related Assets that are Conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Purchaser and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingfiling in accordance herewith. The Seller agrees that it will from time to time, at its expense, take all actions, In the event that the PurchaserSeller fails to perform its obligations under this subsection, the Collateral Agent Purchaser or the Administrative Agent (and its counsel) may reasonably request perform such obligations, at the expense of the Seller, and the Seller hereby authorizes the Purchaser or the Administrative Agent (and its counsel) and grants to the Purchaser and the Administrative Agent (and its counsel) an irrevocable power of attorney to take any and all steps in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted perform such obligations in the Sale PortfolioSeller’s or in its own name, as applicable, and on behalf of the Seller, as are necessary or to enable desirable, in the Purchaser, determination of the Collateral Agent, the Purchaser or Administrative Agent or the Secured Parties any assignee thereof, with respect to exercise and enforce their rights and remedies hereunder or under any Transaction Documentperforming such obligations.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization incorporation of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the Seller shall have filed or caused made arrangements satisfactory to be filed the Purchaser for filing of UCC-1 financing statements, naming statements (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, purchaser or secured party and describing the Sale Portfolio Refinanced Receivables, Related Security and the Other Sold Property being Sold by such Seller to be acquired by the Purchaser, with the office of the Secretary of State of the state State of Delaware or the Secretary of State of the jurisdiction State of organization of Texas, as applicable, and in such other locations as the SellerPurchaser shall have required. Without limiting the foregoing, each Seller hereby authorizes the Purchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the each Seller shall authorize, execute (if applicable) and file such financing statements and cause to be executed (if applicable) and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of any Person financing the Collateral Agent for the benefit Refinanced Receivables on behalf of the Secured Parties under the Loan and Servicing AgreementPurchaser, in the Sale Portfolio acquired by Refinanced Receivables, Related Security and the Purchaser Other Sold Property related thereto which are Sold hereunder, as the case may be, and in the proceeds thereof. The Each Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Purchaser and the Administrative Agent Custodian file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The In the event that either Seller agrees that it will from time fails to timeperform its obligations under this subsection, the Purchaser may perform such obligations, at its expensethe joint and several expense of the Sellers, take all actionsand each of the Sellers, that as applicable, hereby authorizes the PurchaserPurchaser to file any such financing statements as are necessary or desirable, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, determination of the Purchaser or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentassignee thereof.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Assignor Secured Party/Buyer”, and naming the Collateral Administrative Agent, for the benefit of the Secured Parties, as “Total AssigneeAssignee Secured Party”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization incorporation of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties under the Loan Revolving Credit and Servicing Security Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Administrative Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Lenders and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Facility Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral AgentTrustee, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, the ownership interest of the Borrower under the Second Tier Purchase and Sale Agreement, and the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties under the Loan and Servicing Note Purchase Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral AgentTrustee, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Note Purchaser and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent Trustee or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral AgentTrustee, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming STB or Registrar General of Canada filings (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, Indenture Trustee as “Total Assignee”, assignee and describing the Sale Portfolio Railcars, related Leases and Related Assets Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of Delaware and in such other locations as the jurisdiction of organization of Purchaser or the SellerIndenture Trustee shall have required. Without limiting the foregoing, the Seller hereby authorizes the Purchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the Seller shall authorize and file such financing statements and or cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties Indenture Trustee under the Loan and Servicing AgreementMaster Indenture, in the Sale Portfolio acquired by the Purchaser hereunderRailcars, as the case may be, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Purchaser and the Administrative Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingfiling in accordance herewith. The In the event that the Seller agrees that it will from time fails to timeperform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at its expense, take all actions, that the Purchaser, expense of the Collateral Agent Seller and the Seller hereby authorizes the Purchaser or the Administrative Agent may reasonably request Indenture Trustee and grants to the Purchaser and the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted perform such obligations in the Sale PortfolioSeller’s or in its own name, as applicable, and on behalf of the Seller as are necessary or desirable, in the determination of the Purchaser or Indenture Trustee or any assignee thereof, with respect to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentperforming such obligations.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the Seller LEAF shall have filed or caused to be filed UCC-1 financing statements, naming the Seller executed by LEAF as “Debtor/Seller”seller or debtor, naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, Agent as “Total Assignee”, assignee and describing the Sale Portfolio Receivables, Related Security and the Other Conveyed Property being Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of Delaware and in such other locations as the jurisdiction of organization of Purchaser or the SellerCollateral Agent shall have required. Without limiting the foregoing, LEAF hereby authorizes the Purchaser and /or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the Seller LEAF shall authorize, execute (as applicable) and file such financing statements and cause to be executed (if applicable) and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing AgreementRLSA, in the Sale Portfolio acquired by Receivables, Related Security and the Purchaser Other Conveyed Property related thereto which are Conveyed hereunder, as the case may be, and in the proceeds thereof. The Seller LEAF shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Backup Servicer and the Administrative Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees In the event that it will from time LEAF fails to timeperform its obligations under this subsection, the Purchaser or the Lender may perform such obligations, at its expensethe expense of LEAF, take all actions, that and LEAF hereby authorizes the Purchaser, the Collateral Agent Purchaser or the Administrative Agent may reasonably request Lender and grants to the Purchaser and the Lender an irrevocable power of attorney to take any and all steps in order to perfectperform such obligations in LEAF’s or in its own name, protect as applicable, and on behalf of LEAF, as are necessary or more fully evidence the Purchases hereunder and the security and/or interest granted desirable, in the Sale Portfolio, determination of the Purchaser or to enable the Purchaser, the Collateral Agent, the Administrative Agent Lender or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentassignee thereof.

Protection of Title of the Purchaser. (a1) On or prior to the Closing Datedate hereof, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming executed by the Seller as “Debtor/Seller”seller or debtor, naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured PartiesLender, as “Total Assignee”, assignee and describing the Sale Portfolio Receivables Purchased hereunder and the Other Conveyed Property being sold by it to be acquired by the PurchaserPurchaser as collateral, with in such locations as the office of Purchaser or the Secretary of State of the state of the jurisdiction of organization of the SellerAgent shall have reasonably required. From time to time thereafter, the Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties Lender under the Loan and Servicing AgreementRLSA, in the Sale Portfolio acquired by Receivables Purchased hereunder and the Purchaser hereunderOther Conveyed Property related thereto, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The In the event that the Seller agrees that it will from time fails to timeperform its obligations under this subsection, the Purchaser or the Agent may perform such obligations, at its expensethe expense of the Seller, and the Seller hereby grants to the Purchaser and the Agent an irrevocable power of attorney and license to take any and all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request steps in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted perform such obligations in the Sale PortfolioSeller's or in its own name, as applicable, and on behalf of the Seller, as are necessary or to enable desirable, in the Purchaser, determination of the Collateral Agent, the Administrative Purchaser or Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentassignee thereof.

Protection of Title of the Purchaser. The Seller hereby covenants and agrees with the Purchaser that, from the date hereof, and until the Obligations have been paid in full: (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 and/or UCC‑3 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio Transferred Assets to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the SellerDelaware. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, preserve and maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing AgreementParties, in the Sale Portfolio each Transferred Asset acquired by the Purchaser hereunder, as the case may be, and in the proceeds Proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Custodian and the Administrative Agent (who will provide each Lender with a copy promptly upon receipt thereof) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases Conveyances hereunder and the security and/or interest granted in the Sale Portfolioeach Transferred Asset, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentthe Credit Agreement.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the TILC Seller or the TRLWT Manager on behalf of the TRLWT Seller, as applicable, shall have filed or caused to be filed UCC-1 financing statements, naming STB or Registrar General of Canada filings (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, Indenture Trustee as “Total Assignee”, assignee and describing the Sale Portfolio Railcars, related Leases and Related Assets Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of Delaware and in such other locations as the Purchaser or the Indenture Trustee shall have required. Without limiting the foregoing, the TILC Seller or the TRLWT Manager on behalf of the jurisdiction of organization of TRLWT Seller, hereby authorizes the SellerPurchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the TILC Seller or the TRLWT Manager on behalf of the TRLWT Seller, shall authorize and file such financing statements and or cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties Indenture Trustee under the Loan and Servicing AgreementMaster Indenture, in the Sale Portfolio acquired by the Purchaser hereunderRailcars, as the case may be, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. The TILC Seller or the TRLWT Manager on behalf of the TRLWT Seller, shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Purchaser and the Administrative Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingfiling in accordance herewith. The In the event that the TILC Seller agrees that it will from time or the TRLWT Manager on behalf of the TRLWT Seller, fails to timeperform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at its expense, take all actions, that the Purchaser, expense of the Collateral Agent TILC Seller or the Administrative Agent may reasonably request TRLWT Manager on behalf of the TRLWT Seller, and each of the TILC Seller or the TRLWT Manager on behalf of the TRLWT Seller, hereby authorizes the Purchaser or the Indenture Trustee and grants to the Purchaser and the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perfectperform such obligations in such Seller’s or in its own name, protect as applicable, and on behalf of the TILC Seller or more fully evidence the Purchases hereunder and TRLWT Manager on behalf of the security and/or interest granted TRLWT Seller, as are necessary or desirable, in the Sale Portfoliodetermination of the Purchaser or Indenture Trustee or any assignee thereof, or with respect to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentperforming such obligations.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming STB or Registrar General of Canada filings (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, Indenture Trustee as “Total Assignee”, assignee and describing the Sale Portfolio Railcars, related Leases and Related Assets Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of Delaware and in such other locations as the jurisdiction of organization of Purchaser or the SellerIndenture Trustee shall have required. Without limiting the foregoing, the Seller hereby authorizes the Purchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the Seller shall authorize and file such financing statements and or cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties Indenture Trustee under the Loan and Servicing AgreementMaster Indenture, in the Sale Portfolio acquired by the Purchaser hereunderRailcars, as the case may be, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Purchaser and the Administrative Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingfiling in accordance herewith. The In the event that the Seller agrees that it will from time fails to timeperform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at its expense, take all actions, that the Purchaser, expense of the Collateral Agent Seller or TRIP Holdings and each of the Seller or TRIP Holdings hereby authorizes the Purchaser or the Administrative Agent may reasonably request Indenture Trustee and grants to the Purchaser and the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted perform such obligations in the Sale PortfolioSeller’s or in its own name, as applicable, and on behalf of the Seller as are necessary or desirable, in the determination of the Purchaser or Indenture Trustee or any assignee thereof, with respect to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentperforming such obligations.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 and/or UCC-3 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio Transferred Assets to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the SellerMaryland. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) ), to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Credit Agreement, in the Sale Portfolio each Transferred Asset acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Custodian and the Administrative Agent (who will provide each Lender with a copy promptly upon request therefor) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases Conveyances hereunder and the security and/or interest granted in the Sale Portfolioeach Transferred Asset, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Facility Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Agreement and the Custody Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Lenders and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming executed by the Seller as “Debtor/Seller”seller or debtor, naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, assignee and describing the Sale Portfolio sold Contracts and the other Collateral being sold by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state each of the jurisdiction Commonwealth of organization Virginia and the State of Delaware and in such other locations as the SellerPurchaser or the Lender shall have required. From time to time thereafter, the Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent Agent, for the benefit of the Secured Parties Lender the Hedge Counterparty and the Insurer, under the Loan and Servicing Agreement, in the Sale Portfolio acquired by sold Contracts and the Purchaser hereunderother Collateral related thereto, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, Backup Servicer and the Lender Agents and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The In the event that the Seller agrees that it will from time fails to timeperform its obligations under this subsection, the Purchaser or the Collateral Agent may perform such obligations, at the expense of the Seller, and the Seller hereby grants to the Purchaser and the Collateral Agent an irrevocable power of attorney and license to take any and all steps in order to perform such obligations in the Seller's or in its expenseown name, take all actionsas applicable, that and on behalf of the PurchaserSeller, as are necessary or desirable, in the determination of the Purchaser or the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentassignee thereof.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the Seller each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall have filed or caused to be filed UCC-1 financing statements, naming STB or Registrar General of Canada filings (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, Indenture Trustee as “Total Assignee”, assignee and describing the Sale Portfolio Railcars, related Leases and Related Assets Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of Delaware and in such other locations as the jurisdiction Purchaser or the Indenture Trustee shall have required. Without limiting the foregoing, each Seller, or TRLWT Manager on behalf of organization of TRLWT Seller, hereby authorizes the SellerPurchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the Seller each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall authorize and file such financing statements and or cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties Indenture Trustee under the Loan and Servicing AgreementMaster Indenture, in the Sale Portfolio acquired by the Purchaser hereunderRailcars, as the case may be, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. The Seller Each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Purchaser and the Administrative Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingfiling in accordance herewith. The Seller agrees In the event that it will from time a Seller, or TRLWT Manager on behalf of TRLWT Seller, fails to timeperform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at its expensethe expense of such Seller, take all actionsor TRLWT Manager on behalf of TRLWT Seller, that and each of TILC Seller and TRLWT Manager on behalf of TRLWT Seller, hereby authorizes the Purchaser, the Collateral Agent Purchaser or the Administrative Agent may reasonably request Indenture Trustee and grants to the Purchaser and the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perfectperform such obligations in such Seller’s or in its own name, protect as applicable, and on behalf of such Seller, or more fully evidence the Purchases hereunder and the security and/or interest granted TRLWT Manager on behalf of TRLWT Seller, as are necessary or desirable, in the Sale Portfoliodetermination of the Purchaser or Indenture Trustee or any assignee thereof, or with respect to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentperforming such obligations.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state applicable Governmental Authority of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Security Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the ServicerCollateral Manager, the Lenders, the Lender Agents and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentthe Loan and Security Agreement.

Protection of Title of the Purchaser. (a) On or prior to the Closing Effective Date, the Seller shall have filed or caused to be filed UCC-1 financing statementsstatements in Delaware, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Assignor Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total AssigneeAssignee Secured Party/Buyer”, and describing the Sale Portfolio Transferred Assets to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the Sellerapplicable filing offices. From time to time thereafter, to the extent not filed by the Purchaser under the Loan and Servicing Agreement, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Agreement, in the Sale Portfolio Transferred Assets acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, to the extent not delivered by the Purchaser under the Loan and Servicing Agreement, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Lenders and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent Purchaser may reasonably request in order to perfect, protect or more fully evidence the Purchases Conveyances hereunder and the security and/or interest granted in the Sale PortfolioTransferred Assets, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the TILC Seller or the TRLWT Manager on behalf of the TRLWT Seller, as applicable, shall have filed or caused to be filed UCC-1 financing statements, naming STB or Registrar General of Canada filings (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, Indenture Trustee as “Total Assignee”, assignee and describing the Sale Portfolio Railcars, related Leases and Related Assets Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of Delaware and in such other locations 18 as the Purchaser or the Indenture Trustee shall have required. Without limiting the foregoing, the TILC Seller or the TRLWT Manager on behalf of the jurisdiction of organization of TRLWT Seller, hereby authorizes the SellerPurchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the TILC Seller or the TRLWT Manager on behalf of the TRLWT Seller, shall authorize and file such financing statements and or cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties Indenture Trustee under the Loan and Servicing AgreementMaster Indenture, in the Sale Portfolio acquired by the Purchaser hereunderRailcars, as the case may be, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. The TILC Seller or the TRLWT Manager on behalf of the TRLWT Seller, shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Purchaser and the Administrative Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingfiling in accordance herewith. The In the event that the TILC Seller agrees that it will from time or the TRLWT Manager on behalf of the TRLWT Seller, fails to timeperform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at its expense, take all actions, that the Purchaser, expense of the Collateral Agent TILC Seller or the Administrative Agent may reasonably request TRLWT Manager on behalf of the TRLWT Seller, and each of the TILC Seller or the TRLWT Manager on behalf of the TRLWT Seller, hereby authorizes the Purchaser or the Indenture Trustee and grants to the Purchaser and the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perfectperform such obligations in such Seller’s or in its own name, protect as applicable, and on behalf of the TILC Seller or more fully evidence the Purchases hereunder and TRLWT Manager on behalf of the security and/or interest granted TRLWT Seller, as are necessary or desirable, in the Sale Portfoliodetermination of the Purchaser or Indenture Trustee or any assignee thereof, or with respect to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentperforming such obligations.

Protection of Title of the Purchaser. The Seller hereby covenants and agrees with the Purchaser that, from the date hereof, and until the Obligations have been paid in full: (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 and/or UCC-3 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio Transferred Assets to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the SellerDelaware. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, preserve and maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing AgreementParties, in the Sale Portfolio each Transferred Asset acquired by the Purchaser hereunder, as the case may be, and in the proceeds Proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Custodian and the Administrative Agent (who will provide each Lender with a copy promptly upon receipt thereof) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases Conveyances hereunder and the security and/or interest granted in the Sale Portfolioeach Transferred Asset, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentthe Credit Agreement.

Protection of Title of the Purchaser. (a) On or prior to the Closing Restatement Date, the Seller shall have filed or caused to be filed UCC-1 financing statementsstatements (or, if applicable, amendments thereto), naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral AgentTrustee, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement, the ownership interest of the Borrower in the Loan Assets acquired under the Original Purchase and Sale Agreement (and Portfolio Assets relating thereto), the ownership interest of the Borrower under the Second Tier Purchase and Sale Agreement, and the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties under the Loan Amended and Restated Sale and Servicing Agreement, in the Sale Portfolio acquired by the Purchaser hereunderPortfolio, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral AgentTrustee, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Note Purchaser and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent Trustee or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder (including the transfers by the Seller to the Borrower effected pursuant to the Original Purchase and Sale Agreement) and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral AgentTrustee, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the each Seller shall have filed or caused to be filed UCC-1 financing statements, naming STB or Registrar General of Canada filings (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, Indenture Trustee as “Total Assignee”, assignee and describing the Sale Portfolio Railcars, related Leases and Related Assets Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of Delaware and in such other locations as the jurisdiction of organization of Purchaser or the SellerIndenture Trustee shall have required. Without limiting the foregoing, each Seller hereby authorizes the Purchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the each Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties Indenture Trustee under the Loan and Servicing AgreementIndenture, in the Sale Portfolio acquired by the Purchaser hereunderRailcars, as the case may be, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. The Each Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Purchaser and the Administrative Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingfiling in accordance herewith. The In the event that a Seller agrees that it will from time fails to timeperform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at its expensethe expense of such Seller, take all actions, that and each Seller hereby authorizes the Purchaser, the Collateral Agent Purchaser or the Administrative Agent may reasonably request Indenture Trustee and grants to the Purchaser and the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perfectperform such obligations in such Seller’s or in its own name, protect as applicable, and on behalf of such Seller, as are necessary or more fully evidence the Purchases hereunder and the security and/or interest granted desirable, in the Sale Portfoliodetermination of the Purchaser or Indenture Trustee or any assignee thereof, or with respect to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentperforming such obligations.

Protection of Title of the Purchaser. The Seller hereby covenants and agrees with the Purchaser that, from the date hereof, and until the Obligations have been Paid in Full: (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 and/or UCC-3 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio Transferred Assets to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the SellerDelaware. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law Law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, preserve and maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing AgreementParties, in the Sale Portfolio each Transferred Asset acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Custodian and the Administrative Agent (who will provide each Lender with a copy promptly upon receipt thereof) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases Conveyances hereunder and the security and/or interest granted in the Sale Portfolioeach Transferred Asset, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentthe Credit Agreement.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the Seller FCC shall have filed or caused to be filed UCC-1 financing statements, naming statements (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured PartiesLender, as “Total Assignee”, assignee and describing the Sale Portfolio Receivables, Related Security and the Other Conveyed Property being Conveyed by it to be acquired by the Purchaser, with the office of the Secretary of State of the state State of Texas and in such other locations as the jurisdiction of organization of Purchaser or the SellerAgent shall have required. Without limiting the foregoing, FCC hereby authorizes the Purchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the Seller FCC shall authorize, execute (if applicable) and file such financing statements and cause to be executed (if applicable) and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties Lender under the Loan and Servicing AgreementRLSA, in the Sale Portfolio acquired by Receivables, Related Security and the Purchaser Other Conveyed Property related thereto which are Conveyed hereunder, as the case may be, and in the proceeds thereof. The Seller FCC shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Backup Servicer, the Lenders, the Lender Agents and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees In the event that it will from time FCC fails to timeperform its obligations under this subsection, the Purchaser or the Agent may perform such obligations, at its expensethe expense of FCC, take all actionsand FCC hereby authorizes the Purchaser and the Agent to file any such financing statements as are necessary or desirable, that in the Purchaser, determination of the Collateral Purchaser or Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentassignee thereof.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state applicable Governmental Authority of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the ServicerCollateral Manager, the Lenders, the Lender Agents and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentthe LSA.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral AgentTrustee, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties under the Loan and Servicing Note Purchase Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral AgentTrustee, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Note Purchaser and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent Trustee or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral AgentTrustee, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document.

Protection of Title of the Purchaser. (a) On or prior With respect to the Closing DateSale Assets acquired by the Purchaser from the Seller, the Seller shall have filed will (i) sell such Sale Assets pursuant to and in accordance with the terms hereof, (ii) (at the expense of the Seller) take all action necessary to perfect, protect and more fully evidence the Purchaser's ownership of such Sale Assets free and clear of any Lien other than Permitted Liens, including, without limitation, (A) with respect to the Loans and that portion of the Sale Assets in which a security interest may be perfected by filing, filing and maintaining (at the expense of the Seller) effective financing statements against the Seller in all necessary or caused appropriate filing offices (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with respect thereto in such filing offices (including any amendments thereto or assignments thereof) and (B) executing or causing to be filed UCC-1 financing statementsexecuted such other instruments or notices as may be necessary or appropriate, naming (iii) (at the Seller as “Debtor/expense of the Seller”) take all action necessary to cause a valid, naming subsisting and enforceable first priority perfected security interest, subject only to Permitted Liens, to exist in favor of the Purchaser as “Secured Party/Buyer”, and naming on behalf of the Collateral Agent, Agent (for the benefit of the Secured Parties, as “Total Assignee”, and ) in the Purchaser's interests in all of the Sale Assets including filing UCC financing statements in all necessary or appropriate filing offices adequately describing the Sale Portfolio to be acquired by Assets, and naming the Purchaser, with Seller as the office of the Secretary of State of the state of the jurisdiction of organization of the Seller. From time to time thereafterdebtor, the Seller shall file such financing statements Purchaser as the assignor secured party and cause to be filed such the Collateral Agent as the assignee secured party and filing continuation statements, all amendments or assignments with respect thereto in such manner and in such places as may be required by law filing offices, (including any amendments thereto or deemed desirable by the Purchaser or any assignee assignments thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be), and in the proceeds thereof. The Seller shall deliver (or cause to be deliverediv) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents and take all additional action that the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the PurchaserAgent, the Collateral Agent or the Administrative Agent Purchaser and its assignees may reasonably request in order to perfect, protect or and more fully evidence the Purchases hereunder and respective first priority perfected security interests (subject to Permitted Liens) of the security and/or interest granted parties to this Agreement in the Sale PortfolioAssets, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties Collateral Agent to exercise and or enforce any of their respective rights and remedies hereunder or under any Transaction Documenthereunder.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Servicer and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 UCC financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such UCC financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Servicer and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Assignor Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total AssigneeAssignee of Assignor Secured Party”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Credit Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Servicer and the Administrative Agent (who will provide each Lender (except if such Lender is also the Administrative Agent) with a copy promptly upon receipt thereof) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the any Sale PortfolioPortfolio Purchased hereunder, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Facility Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate of the initial Conveyance hereunder, the Seller Maxtor shall have filed or caused to be filed UCC-1 financing statements, statements (each in a form proper for filing in the applicable jurisdiction) naming the Seller Maxtor as “Debtor/Seller”seller, naming the Purchaser as “Secured Party/Buyer”buyer, and naming the Collateral Agent, for the benefit of the Secured Parties, Agent as “Total Assignee”, assignee and describing the Sale Portfolio Receivables and Other Conveyed Property being Conveyed by it to be acquired by the Purchaser, with the office of the Secretary of State of the state State of Delaware and in such other locations as the jurisdiction of organization of Purchaser or the SellerAgent shall have required. Without limiting the foregoing, Maxtor hereby authorizes the Purchaser and any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the Seller Maxtor shall authorize, execute (if applicable) and file such financing statements and cause to be executed (if applicable) and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent (for the benefit of the Secured Parties Lender) under the Loan and Servicing AgreementRLSA, in the Sale Portfolio acquired by the Purchaser Receivables and Other Conveyed Property related thereto which are Conveyed hereunder, as the case may be, and in the proceeds thereof. The Seller Maxtor shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Purchaser and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees In the event that it will from time Maxtor fails to timeperform its obligations under this subsection, the Purchaser or the Agent may perform such obligations, at its expensethe expense of Maxtor, and Maxtor hereby grants to the Purchaser and the Agent an irrevocable power of attorney to take any and all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request steps in order to perfectperform such obligations in Maxtor's or in its own name, protect as applicable, and on behalf of Maxtor, as are necessary or more fully evidence the Purchases hereunder and the security and/or interest granted desirable, in the Sale Portfolio, determination of the Purchaser or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Documentassignee thereof.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 UCC‑1 initial financing statements, naming executed by the Seller as “Debtor/Seller”seller or debtor, naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit Trustee on behalf of the Secured Parties, Parties as “Total Assignee”, assignee and describing the Sale Portfolio Conveyed Assets being Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of Delaware. Without limiting the jurisdiction of organization of foregoing, the SellerSeller hereby authorizes the Purchaser to prepare and file such UCC‑1 financing statement. From time to time thereafter, the Seller shall authorize, execute (as applicable) and file such financing statements and cause to be executed (if applicable) and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable necessary or advisable by the Purchaser or any assignee thereofPurchaser) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties Trustee under the Loan and Servicing AgreementIndenture, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, Conveyed Assets which are Conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Trustee and the Administrative Agent file-stamped Back‑up Servicer file‑stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The In the event that the Seller agrees that it will from time fails to timeperform its obligations under this subsection, the Purchaser or, if an Event of Default has occurred and is continuing, the Trustee as directed by the Control Party may perform such obligations, at its expensethe expense of the Seller, take all actionsand the Seller hereby authorizes the Purchaser or, that the Purchaserif an Event of Default has occurred and is continuing, the Collateral Agent or Trustee and grants to the Administrative Agent may reasonably request Purchaser and the Trustee an irrevocable power of attorney to take any and all steps in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted perform such obligations in the Sale PortfolioSeller’s or in its own name, as applicable, and on behalf of the Seller, as are necessary or to enable advisable, in the Purchaser, determination of the Collateral Agent, the Administrative Agent Purchaser or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction DocumentTrustee as directed by the Control Party.

Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 and/or UCC-3 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio Transferred Assets to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the SellerMaryland. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Credit Agreement, in the Sale Portfolio each Transferred Asset acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents Custodian and the Administrative Agent (who will provide each Lender with a copy promptly upon receipt thereof) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases Conveyances hereunder and the security and/or interest granted in the Sale Portfolioeach Transferred Asset, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Facility Document.

Protection of Title of the Purchaser. (a) On or prior to the Closing Datedate hereof, the Seller each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall have filed or caused to be filed UCC-1 financing statements, naming STB or Registrar General of Canada filings (each in form proper for filing in the Seller as “Debtor/Seller”, applicable jurisdiction) naming the Purchaser as “Secured Party/Buyer”purchaser or secured party, and naming the Collateral Agent, for the benefit of the Secured Parties, Agent as “Total Assignee”, assignee and describing the Sale Portfolio Railcars, related Leases and Related Assets Conveyed by it to be acquired by the PurchaserPurchaser as collateral, with the office of the Secretary of State of the state State of Delaware and in such other locations as the jurisdiction Purchaser or the Collateral Agent shall have required. Without limiting the foregoing, each Seller, or TRLWT Manager on behalf of organization of TRLWT Seller, hereby authorizes the SellerPurchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, the Seller each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall authorize and file such financing statements and or cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement Agreement, and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing AgreementAgent, in the Sale Portfolio acquired by the Purchaser hereunderRailcars, as the case may be, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. The Seller Each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall deliver (or cause to be delivered) to the Purchaser, Purchaser and the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingfiling in accordance herewith. The Seller agrees In the event that it will from time a Seller, or TRLWT Manager on behalf of TRLWT Seller, fails to timeperform its obligations under this subsection, at its expense, take all actions, that the Purchaser, Purchaser or the Collateral Agent may perform such obligations, at the expense of such Seller, or TRLWT Manager on behalf of TRLWT Seller, and each Seller, or TRLWT Manager on behalf of TRLWT Seller, hereby authorizes the Administrative Purchaser and grants to the Purchaser and the Collateral Agent may reasonably request an irrevocable power of attorney to take any and all steps in order to perfectperform such obligations in such Seller’s or in its own name, protect as applicable, and on behalf of such Seller, or more fully evidence the Purchases hereunder and the security and/or interest granted TRLWT Manager on behalf of TRLWT Seller, as are necessary or desirable, in the Sale Portfolio, determination of the Purchaser or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties any assignee thereof, with respect to exercise and enforce their rights and remedies hereunder or under any Transaction Documentperforming such obligations.