0000702165-07-000207 Sample Contracts

TRANSFER AND ADMINISTRATION AGREEMENT by and among
Transfer and Administration Agreement • November 14th, 2007 • Norfolk Southern Corp • Railroads, line-haul operating • New York

This Transfer And Administration Agreement (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), dated as of November 8, 2007, by and among Thoroughbred Funding, Inc., a Virginia corporation (the "SPV"), Norfolk Southern Railway Company, a Virginia corporation, individually (the "Originator") and as initial Servicer, Norfolk Southern Corporation, a Virginia corporation ("NSC"), the "Conduit Investors" from time to time party hereto, the "Committed Investors" from time to time party hereto, the "Managing Agents" from time to time party hereto and JPMorgan Chase Bank, N.A., a national banking association ("JPMorgan Chase"), as the Administrative Agent for the Investors and as a Managing Agent.

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