Exhibit 10.1

EXECUTION VERSION

PURCHASE AGREEMENT

BY AND AMONG

WELLS FARGO BANK, N.A.,

EVEREN CAPITAL CORPORATION,

BFLX LEASING HOLDINGS LLC,

GATX RAIL LOCOMOTIVE GROUP, L.L.C.,

GATX CORPORATION

(SOLELY FOR PURPOSES OF ARTICLE V, SECTIONS 6.5, 6.6, 6.7, 6.9(a), 6.10, 6.17,

6.18, 6.21, 8.2, AND ARTICLES X AND XI)

AND

GABX LEASING LLC,

DATED AS OF MAY 29, 2025

TABLE OF CONTENTS

i

ii

iii

EXHIBITS

iv

SCHEDULES

v

PURCHASE AGREEMENT

This Purchase Agreement (this “Agreement”), dated as of May 29, 2025, is made by and among Wells Fargo Bank, N.A., a national banking association (“Seller”), Everen Capital Corporation, a Delaware corporation (“Everen”), BFLX Leasing Holdings LLC, a Delaware limited partnership (“B Buyer”), GATX Rail Locomotive Group, L.L.C., a Delaware limited liability company (“G Buyer”), GATX Corporation, a New York corporation (solely for purposes of Article V, Section 6.5, Section 6.6, Section 6.7, Section 6.9(a), Section 6.10, Section 6.17, Section 6.18, Section 6.21, Section 8.2, Article X, and Article XI, and referred to herein as “GATX”), and GABX Leasing LLC, a Delaware limited liability company (“JV Buyer” and together with B Buyer and G Buyer, each a “Buyer” and, collectively, “Buyers”). Seller, Everen, B Buyer, G Buyer and JV Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Seller, directly or indirectly, owns all of the issued and outstanding capital stock of (a) Wells Fargo Rail Corporation, a North Carolina corporation (“WFRC”); (b) Wells Fargo Rail Structured Holdings LLC, a Delaware limited liability company (“WFRSH”); (c) Wells Fargo Rail Canada ULC, an Alberta unlimited liability corporation (“WFR Canada”); (d) Wells Fargo Equipment Finance, Inc., a Minnesota corporation (“WFEF US”); and (e) Wells Fargo Equipment Finance Company/Société De Financement D’équipement Wells Fargo, a Nova Scotia unlimited liability company (“WFEF Canada” and together with WFRC, WFRSH, WFR Canada and WFEF US, the “Other Seller Group Entities”);

WHEREAS, (i) WFRC, WFRSH and WFR Canada engage in the business of purchasing, owning, managing, maintaining, leasing, and selling of railcars and locomotives in North America and (ii) other members of the Seller Group engage in the business of owning or leasing certain locomotives and railcars in North America that are leased to Third Parties through arrangements with the WFRC, WFRSH and WFR Canada (such business described in the preceding clauses (i) and (ii), the “Business”);

WHEREAS, the Business is comprised of three portfolios of railcars and locomotives in North America, including (i) the Operating Rail Equipment, (ii) the Operating Locomotive Equipment and (iii) the Finance Locomotive and Rail Equipment;

WHEREAS, on the terms and subject to the conditions set forth herein, at the Closing, (i) JV Buyer desires to purchase, acquire, accept and assume from the Seller Group, and (ii) Seller and Everen desire that the Seller Group sell, transfer, assign, convey and deliver to JV Buyer, the JV Transferred Assets, including the Operating Rail Equipment, and JV Assumed Liabilities;

WHEREAS, on the terms and subject to the conditions set forth herein, at the Closing, (i) G Buyer desires to purchase, acquire, accept and assume from the Seller Group, and (ii) Seller and Everen desire that the Seller Group sell, transfer, assign, convey and deliver to G Buyer, the G Buyer Transferred Assets, including the Operating Locomotive Equipment, and G Buyer Assumed Liabilities; WHEREAS, on the terms and subject to the conditions set forth herein, at the Closing (i) B Buyer desires to purchase, acquire, accept and assume from the Seller Group, and (ii) Seller and Everen desire that the Seller Group sell, transfer, assign, convey and deliver to B Buyer, the B Buyer Transferred Assets, including the Finance Locomotive and Rail Equipment, and B Buyer Assumed Liabilities; and

WHEREAS, concurrently with the execution hereof, and as a condition and inducement to Seller’s willingness to enter into this Agreement, (a) JV Buyer delivered to Seller and Everen a true, correct and complete copy of a fully executed equity commitment letter in favor of JV Buyer (such equity commitment letter, including all amendments, exhibits, attachments, appendices and schedules thereto, the “JV Equity Commitment Letter”), (ii) B Buyer delivered to Seller and Everen a fully executed equity commitment letter in favor of B Buyer (such equity commitment letter, including all amendments, exhibits, attachments, appendices and schedules thereto, the “B Buyer Equity Commitment Letter” and, together with the JV Equity Commitment Letter, the “Equity Commitment Letters”), in each case, dated as of the date hereof, pursuant to which the applicable investors thereunder (the “Investors”) have agreed to provide to JV Buyer and B Buyer, as applicable, the amount of cash equity financing set forth in the JV Equity Commitment Letter and B Buyer Equity Commitment Letter, respectively, subject to the terms and conditions thereof; and (c) the Investors provided a limited guaranty in favor of Seller and Everen, pursuant to which the Investors have agreed to pay a Termination Fee and certain other payments when required to be paid hereunder, subject to the terms and conditions thereof (the “Limited Guaranty”).

NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.1. Definitions. As used herein, the following terms have the respective meanings set forth below.

“2025 Business Financial Statements” means the annual consolidated and/or combined financial statements (i.e., balance sheet and statements of income, cashflows and stockholders’ equity) of the Business as of and for the year ended December 31, 2025, which financial statements shall be audited by the Independent Auditor and shall include an unqualified audit opinion thereto.

“AAR” means Association of American Railroads.

“Access Limitations” has the meaning set forth in Section 6.3(b).

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“Accounting Firm” means a nationally recognized firm of independent certified public accountants mutually agreed by Seller and JV Buyer; provided that, if Seller and JV Buyer cannot agree on such firm within twenty (20) days of the expiration of the Consultation Period, each of Seller and JV Buyer shall (a) select one nationally recognized firm of independent certified public accountants (which may be the applicable Party’s existing accounting firm) and (b) cause such firms (jointly) to select a third nationally recognized firm of independent certified public accountants, which shall be the “Accounting Firm” for the purposes hereof.

“Accounting Principles” means, as applicable, the JV Buyer Accounting Principles, G Buyer Accounting Principles and B Buyer Accounting Principles.

“Acquisition Proposal” means, other than (x) the transactions contemplated by the Transaction Documents or (y) transactions with JV Buyer, G Buyer, B Buyer, GATX or any of their respective Affiliates, any offer or proposal for any (a) merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Business or any member of the Seller Group (other than solely between or among members of the Seller Group), (b) sale, transfer, conveyance or other disposition of the Transferred Assets to any Person, including as a result of any merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction, in the case of this subclause (b), other than (i) solely between or among the Seller Group or (ii) as permitted or authorized hereby, including actions that would not violate Section 6.1(a) or Section 6.1(b), or (c) sale, transfer, grant or disposition of equity interests of any member of the Seller Group to any Person (other than solely between or among the Seller Group).

“Action” means any claim, action, suit, litigation, arbitration or other proceeding commenced or heard by or before any Governmental Entity.

“Adjusted Finance Net Purchase Price Adjustment” has the meaning set forth in and prepared in accordance with the B Buyer Accounting Principles.

“Adjusted Locomotive Net Book Value” has the meaning set forth in and prepared in accordance with the G Buyer Accounting Principles.

“Adjusted Operating Rail Net Book Value” has the meaning set forth in and prepared in accordance with the JV Buyer Accounting Principles.

“Affiliate” means, with respect to any Person, any other Person who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. Unless otherwise explicitly specified herein, for purposes hereof, (a) GATX and Brookfield Infrastructure Fund V (and their respective Affiliates, subject to clauses (d) and (e)) shall be deemed to be Affiliates of JV Buyer (and vice versa); (b) G Buyer and GATX shall be deemed to be Affiliates of each other; (c) B Buyer and Brookfield Infrastructure Fund V shall be deemed to be Affiliates of each other; (d) notwithstanding clause (a), Brookfield Infrastructure Fund V and B Buyer, on the one hand, and GATX and G Buyer, on the other hand, shall not be deemed to be Affiliates of each other; and (e) no investment fund, investment vehicle or portfolio company that is, directly or indirectly, managed or controlled by Brookfield Infrastructure Fund V or any of its Affiliates shall be an “Affiliate” of JV Buyer or B Buyer (other than any Subsidiaries and/or any, direct or indirect parent entity of JV Buyer or B Buyer, including any of their successors or assigns).

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For purpose of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, designation of a majority of the members of such Person’s board of directors or managers (or other similar governing body), by Contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Aggregate Purchase Price” has the meaning set forth in Section 2.10(d).

“Agreement” has the meaning set forth in the Preamble.

“AICPA” means the American Institute of Certified Public Accountants.

“Allocation Principles” means the principles set forth in Exhibit D.

“Alternative Financing” has the meaning set forth in Section 6.16(g).

“AML Laws” means any applicable laws, regulations or orders relating to anti-money laundering, counter-terrorist financing or recordkeeping and reporting requirements in any jurisdiction in which the Seller Group is conducting the Business, including the Bank Secrecy Act of 1970 and the USA PATRIOT Act of 2001.

“Ancillary Agreements” means each Instrument of Assignment, the Transition Services Agreement, the Equity Commitment Letters, the Limited Guaranty, the Participation Agreement, and any other agreements, instruments, certificates and documents entered into in connection herewith and therewith.

“Anti-Corruption Laws” means all U.S. and non-U.S. Laws applicable to the Business relating to the prevention of bribery and corruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”).

“Asserted Liability” has the meaning set forth in Section 10.3(a).

“Asset Sale” has the meaning set forth in Section 2.3.

“Assumed Liabilities” means, collectively, the JV Assumed Liabilities, the G Buyer Assumed Liabilities and the B Buyer Assumed Liabilities.

“B Buyer” has the meaning set forth in the Preamble.

“B Buyer Accounting Principles” has the meaning set forth on Exhibit C.

“B Buyer Asset Sale” has the meaning set forth in Section 2.3.

“B Buyer Assumed Liabilities” has the meaning set forth in Section 2.7.

“B Buyer Assumed Non-Rail Liabilities” means B Buyer Assumed Liabilities of the types designated as “Non-Rail Liabilities” on the B Buyer Reference Statement.

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“B Buyer Assumed Rail Liabilities” means B Buyer Assumed Liabilities of the types designated as “Rail Liabilities” on the B Buyer Reference Statement.

“B Buyer Books and Records” means all Business Books and Records that are primarily related to the B Buyer Transferred Assets (solely those contemplated by Section 2.3(a)–Section 2.3(k)) or the B Buyer Assumed Liabilities.

“B Buyer Business Deposits” has the meaning set forth in Section 2.3(k).

“B Buyer Business Receivables” has the meaning set forth in Section 2.3(h).

“B Buyer Commitment Letters” has the meaning set forth in Section 5.8(a).

“B Buyer Debt Commitment Letter” has the meaning set forth in Section 5.8(a).

“B Buyer Debt Documents” has the meaning set forth in Section 6.16(e).

“B Buyer Debt Financing” has the meaning set forth in Section 5.8(a).

“B Buyer Equity Commitment Letter” has the meaning set forth in the Recitals.

“B Buyer Equity Financing” has the meaning set forth in Section 5.8(a).

“B Buyer Fee Letter” has the meaning set forth in Section 5.8(a).

“B Buyer Financing” has the meaning set forth in Section 5.8(a).

“B Buyer Financing Sources” has the meaning set forth in Section 5.8(a).

“B Buyer Indemnified Parties” has the meaning set forth in Section 10.1(c).

“B Buyer Indemnity Obligation” has the meaning set forth in Section 10.2(b).

“B Buyer Lenders” has the meaning set forth in Section 5.8(a).

“B Buyer Net Investment Value” has the meaning set forth in and prepared in accordance with the B Buyer Accounting Principles.

“B Buyer Non-Rail Working Capital” has the meaning set forth in and prepared in accordance with the B Buyer Accounting Principles.

“B Buyer Owed Business Payments” means, with respect to any B Buyer Transferred Asset, (a) maintenance, repair, storage and similar expenses solely with respect to Finance Locomotive and Rail Equipment (or the associated B Buyer Transferred Contracts) or (b) payments owed in respect of purchase price for new railcar or locomotive deliveries that would constitute Finance Locomotive and Rail Equipment if such railcar or locomotive had been delivered to any member of the Seller Group as of the Measurement Time.

“B Buyer Post-Closing Adjustment” has the meaning set forth in Section 2.16(c)(ii).

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“B Buyer Purchase Price” has the meaning set forth in Section 2.10(c).

“B Buyer Reference Statement” means the illustrative example of that portion of the Estimated Closing Statement applicable to B Buyer (including the calculation of B Buyer Purchase Price and each of the components therein) as if the Closing took place on March 31, 2025, prepared in accordance with the B Buyer Accounting Principles. The B Buyer Reference Statement is set forth on Exhibit C.

“B Buyer Residual Interest Contracts” has the meaning set forth in Section 2.3(f).

“B Buyer Transferred Assets” has the meaning set forth in Section 2.3.

“B Buyer Transferred Claims” has the meaning set forth in Section 2.3(i).

“B Buyer Transferred Contracts” has the meaning set forth in Section 2.3(f).

“B Buyer Transferred Lease Agreements” has the meaning set forth in Section 2.3(b).

“B Buyer Transferred Management Agreements” has the meaning set forth in Section 2.3(e).

“B Buyer Transferred Marks Administration Agreements” has the meaning set forth in Section 2.3(e).

“B Buyer Transferred Non-Rail Assets” means assets that are B Buyer Transferred Assets of the types designated as “B Buyer Transferred Non-Rail Assets” on the B Buyer Reference Statement.

“B Buyer Transferred Purchase and Sale Agreements” has the meaning set forth in Section 2.3(d).

“Back-to-Back Arrangement” has the meaning set forth in Section 6.9(d)(ii).

“Base B Buyer Purchase Price” means $1,103,250,000.

“Base G Buyer Purchase Price” means $41,000,000.

“Base JV Buyer Purchase Price” means $4,365,000,000.

“BHCA” means the Bank Holding Company Act of 1956.

“Brookfield Infrastructure Fund V” means each of (a) Brookfield Infrastructure Fund V-A, L.P., a limited partnership organized under the laws of Delaware, (b) Brookfield Infrastructure Fund V-B, L.P., a limited partnership organized under the laws of Delaware, (c) Brookfield Infrastructure Fund V-C, L.P., a limited partnership organized under the laws of Delaware, and (d) Brookfield Infrastructure Fund V (ER) SCSP, a limited partnership organized under the laws of Luxembourg.

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“Burdensome Condition” means any measure, requirement, obligation, commitment, limitation or condition requiring:

(a) the holding separate, license, sale, divestiture, transfer or other disposition of more than 12,000 of Subject Railcars, subject to Section 6.5(g) (for the avoidance of doubt, no Subject Railcar will be deemed to be held separate, licensed, sold, divested, transferred or otherwise disposed of if it would be purchased, acquired, assumed or accepted by any Buyer or any Affiliate of any Buyer);

(b) the holding separate, license, sale, divestiture, transfer or other disposition of any assets, properties, businesses, operations or leases of GATX or its Affiliates (excluding JV Buyer and its Subsidiaries) (other than any (i) Transferred Asset, (ii) asset contemplated hereby to be a Transferred Asset, (iii) railcars owned, leased, licensed or managed by GATX or such Affiliates below the threshold in the foregoing clause (a) and (iv) assets, operations, rights, licenses, permits, agreements, or information primarily or exclusively related to such railcars contemplated by the foregoing subclause (iii) or the leasing of such railcars contemplated by the foregoing subclause (iii)) that, individually or in the aggregate, would or would reasonably be expected to be material to the assets, revenues, results of operations or financial condition of GATX and its Affiliates, taken as a whole;

(c) any limitation on conduct or actions of (i) JV Buyer that would, individually or in the aggregate, reasonably be expected to have material adverse effect on governance or information rights necessary to enable JV Buyer to operate the JV Transferred Assets following the Closing, or (ii) B Buyer that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on governance or information rights necessary to enable B Buyer to operate the B Buyer Transferred Assets following the Closing, in each case, after giving effect to permissible alternative arrangements;

(d) any limitation on conduct or actions of Brookfield Infrastructure Fund V or any of its Affiliates (excluding conduct or actions in respect of or with respect to (i) JV Buyer or its Subsidiaries, (ii) B Buyer or its Subsidiaries, (iii) GATX or its Subsidiaries, or (iv) the Business, including, in each case, any Transferred Asset or Assumed Liability); or

(e) the holding separate, license, sale, divestiture, transfer or other disposition of any businesses or assets of Brookfield Infrastructure Fund V or any of its Affiliates (excluding business or assets in respect of or with respect to (i) JV Buyer or its Subsidiaries, (ii) B Buyer or its Subsidiaries, or (iii) the Business, including, in each case, any Transferred Asset or Assumed Liability); for the avoidance of doubt, this clause (e) does not address any holding separate, license, sale, divestiture, transfer or other disposition of any businesses or assets of GATX or its Affiliates.

“Business” has the meaning set forth in the Recitals.

“Business Books and Records” means all books, records, documents and other materials (in any form or medium) solely and exclusively to the extent related to the Transferred Assets or the Assumed Liabilities, including, solely and exclusively to the extent related to the Transferred Assets or the Assumed Liabilities, any mechanical records related to compliance with, or required by, Environmental Law or other operational standards established by the EPA with respect to the operation of the Operating Locomotive Equipment and the Finance Locomotive and Rail Equipment, in each case, in the possession or control of the Seller Group, whether in hard copy or electronic format, subject to Section 6.3(e); provided that “Business Books and Records” shall exclude the Retained Books and Records.

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“Business Data” means all (a) Critical Data and (b) financial, operating and other data that are Business Books and Records which were used by or on behalf of Seller in connection with the operation of the Business, Transferred Assets and/or Assumed Liabilities prior to the Closing in the possession or control of the Seller Group, whether in hard copy or electronic format; provided that “Business Data” shall exclude the Retained Books and Records.

“Business Day” means any day, other than a Saturday, Sunday or other day on which banking institutions in the City of New York, New York are required or authorized by Law or Order to be closed.

“Business Employees” means, as of any particular date, (a) the individuals employed (except those employed in the Province of Québec) as of such date by any member of the Seller Group who primarily provide services to the Business, and (b) the Québec Business Employees.

“Business Permits” has the meaning set forth in Section 4.7(a)(iii).

“Business Receivables” means collectively, the JV Business Receivables, the G Buyer Business Receivables and the B Buyer Business Receivables.

“Buyer” or “Buyers” has the meaning set forth in the Preamble.

“Buyer Disclosure Schedule” means the disclosure schedule delivered by JV Buyer to Seller and Everen concurrently with the execution and delivery hereof.

“Buyer Election Cars” has the meaning set forth in Section 6.5(g).

“Buyers Fundamental Representations” means the representations and warranties of the Buyers and GATX set forth in Section 5.1 (Organization), Section 5.2 (Authority), Section 5.4(a)(i) (No Conflict or Violation), Section 5.4(b) (No Conflict or Violation) and Section 5.7 (Brokers).

“Buyers Indemnified Parties” has the meaning set forth in Section 10.1(c).

“Buyers Material Adverse Effect” means any event, circumstance, development, change or effect that, individually or in the aggregate with all other events, circumstances, developments, changes and effects, would, or would reasonably be expected to, prevent, materially delay or materially impair the ability of any Buyer or GATX (or any of their respective Affiliates) to (a) perform their respective obligations under any of the Transaction Documents or (b) consummate the transactions contemplated by the Transaction Documents to which they are a party on a timely basis.

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“Canadian Transfer Taxes” means Transfer Taxes that are imposed by a Canadian federal, provincial or local Governmental Entity and for greater certainty includes the foregoing, GST/HST, QST, provincial sales Tax, retail sales Tax, use Tax, environmental fees and any similar Taxes, duties, charges or fees.

“Canadian Transferred Assets” has the meaning set forth in Section 9.1(a).

“CFIUS” means the Committee on Foreign Investment in the U.S. and each member agency thereof acting in such capacity.

“CFIUS Approval” means, (a) CFIUS shall have provided a written notice to the Parties (i) of CFIUS’ determination that none of the transactions contemplated hereby are (A) a “covered transaction” within the meaning of CFIUS Laws and (B) subject to review under CFIUS Laws, or (ii) that there are no unresolved national security concerns with respect to the transactions contemplated hereby and CFIUS has concluded all action under CFIUS Laws with respect thereto; or (b) CFIUS shall have sent a report to the President of the U.S. requesting the decision of the President of the U.S. and either (i) the period under CFIUS Laws during which the President of the U.S. may announce his decision to take action to suspend, prohibit or place any limitations on the transactions contemplated hereby shall have expired without any such action being threatened, announced or taken, or (ii) the President of the U.S. shall have announced a decision not to, or otherwise declined to, take any action to suspend or prohibit the transactions contemplated hereby.

“CFIUS Laws” means Section 721 of Title VII of the Defense Production Act of 1950, as amended and codified at 50 U.S.C. § 4565, and all implementing rules and regulations thereunder, including those codified at 31 C.F.R. Parts 800 and 802.

“CFIUS Notification” means a joint voluntary notice with respect to the transactions contemplated hereby prepared by the Parties (or their Affiliates) and submitted to CFIUS in accordance with CFIUS Laws.

“Chosen Courts” has the meaning set forth in Section 11.12(a).

“Claim Communication” has the meaning set forth in Section 10.3(g).

“Claim Notice” has the meaning set forth in Section 10.3(a).

“Closing” has the meaning set forth in Section 2.9.

“Closing Date” has the meaning set forth in Section 2.9.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto.

“Collective Bargaining Agreement” means any collective bargaining agreement, labor agreement, union agreement or similar Contract with any Employee Representative Body.

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“Commissioner” means the Commissioner of Competition appointed under subsection 7(1) of the Competition Act or any Person duly authorized to perform duties on behalf of the Commissioner of Competition.

“Commitment Letters” has the meaning set forth in Section 5.8(a).

“Competition Act” means the Competition Act (Canada), and the regulations promulgated thereunder.

“Competition Law” means the Sherman Antitrust Act of 1890, the Clayton Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914, the Competition Act, and all other Laws or Orders, including any similar Laws or Orders requiring notification of mergers or acquisitions to be provided or approval received, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger, acquisition or investment.

“Compliant” means, with respect to any Required Information (but excluding, in any event, the Excluded Information), that (a) such Required Information does not contain any untrue statement of a material fact regarding the Business or omit to state any material fact regarding the Business necessary in order to make such Required Information not misleading under the circumstances in which it was made, (b) the Independent Auditor has not withdrawn, or has not advised Seller in writing that it intends to withdraw, its audit opinion with respect to any financial statements contained in the Required Information (if applicable), (c) neither Seller nor Everen has stated its intent to, or determined that it must, restate any historical financial information included in the Required Information, (d) with respect to any financial statements contained in the Required Information, are compliant in all material respects with GAAP in accordance with AICPA standards and all applicable requirements of Regulation S-X under the Securities Act for an acquired business that is a public business entity, to the extent such financial statements would be (i) required in an offering of securities by any Buyer, assuming for this purpose that such offering was being made pursuant to a registration statement on Form S-1 as of the date hereof in order for such registration statement to be declared effective by the SEC (or, in the event that the requirements for an offering of securities by any Buyer, assuming for this purpose that such offering was being made pursuant to a registration statement on Form S-1, change between the date hereof and the Closing Date, Seller shall (and shall cause its Affiliates to) use reasonable best efforts to satisfy such updated financial statement requirements) and (ii) required to be filed with the SEC in compliance with the reporting obligations of a Buyer under Item 9.01(a) of Form 8-K.

“Confidential Information” has the meaning set forth in Section 6.7(b).

“Confidentiality Agreement” means that certain amended and restated confidentiality agreement, dated as of May 29, 2025, by and among Wells Fargo & Company, GATX and Brookfield Infrastructure Group LLC (as may be amended, restated, supplemented, or otherwise modified from time to time).

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“Conflicts Measure” means any (a) engagement in, or escalation or worsening of, any war (whether or not declared), sabotage, armed conflict or hostilities, in each case, in the U.S. or any other location (including with respect to the Russian Federation, Ukraine and Israel), (b) military, paramilitary or terrorist attack, any regime change or coup d’etat, insurrection, military installation or territorial invasion, (c) imposition, withdrawal or change in international tariffs, sanctions, trade policies or disputes or any “trade war” or similar actions in the U.S., Canada, Mexico or any other country or region in the world, (d) cyber-attack, cyber-terrorism or cyber outage or (e) Law or Order related to any of the foregoing clauses (a)-(d).

“Consent Fee Cap” has the meaning set forth in Section 6.9(g)(i).

“Consolidated Tax Return” means, collectively, any Tax Return with respect to U.S. and non-U.S. federal, state, provincial or local Taxes that are paid on an affiliated, consolidated, combined, unitary or similar basis that include the Business or the Transferred Assets, on the one hand, and any member of the Seller Group or any of its Affiliates, on the other hand.

“Consultation Period” has the meaning set forth in Section 2.15(b).

“Contagion Event” means the outbreak and ongoing effects of any contagious disease, epidemic, pandemic or any other public health emergency (including SARS-CoV-2 and COVID-19 or any evolutions or mutations thereof) or any worsening of such conditions, in each case, including any Law or Order related thereto.

“Contract” means any legally binding contract, lease, commitment, undertaking, obligation, note, bond, debenture, mortgage, deed of trust, indenture, guarantee, indemnity, instrument, license, sublicense, lease sublease, sale order, purchase order or other agreement, whether written or oral, together with all related amendments, annexes, riders, modifications, extensions, supplements, waivers and consents; provided, that “Contract” shall not include any Real Property Lease.

“Critical Data” means all financial, operating and other data that are Business Books and Records which are necessary or required to operate and manage the Transferred Assets or Assumed Liabilities in the possession or control of the Seller Group, whether in hard copy or electronic format; provided that “Critical Data” shall exclude the Retained Books and Records.

“CSI” means any confidential supervisory information (including confidential supervisory information as defined in 12 C.F.R. § 261.2 and as identified in 12 C.F.R. § 309.5(g)(8)) of any Governmental Entity.

“Customer” means any party to any Transferred Lease Agreement (other than any member of Seller Group) or any other Person (other than any member of Seller Group) who guarantees or is otherwise liable for the obligations of any such party under such Transferred Lease Agreement.

“Data Separation” has the meaning set forth in Section 6.3(g).

“Debt Commitment Letters” means the B Buyer Debt Commitment Letter and the JV Debt Commitment Letter.

“Debt Documents” has the meaning set forth in Section 6.16(e).

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“Debt Financing” has the meaning set forth in Section 5.8(a).

“Debt Financing Marketing Materials” has the meaning set forth in Section 6.15(a)(ii).

“Debt Financing Sources” means, collectively, the Lenders and the other financial institutions and other Persons party to the Debt Commitment Letters and any Person that provides, or has entered into, or in the future enters into, any binding agreement, including any commitment letters, engagement letters, credit agreements, loan agreements, underwriting agreements, securities purchase agreements or indentures relating thereto (and any joinders or amendments thereof), with any Buyer or any of its Affiliates in connection with, or that is otherwise acting as a lender, arranger, bookrunner, manager, agent, underwriter, placement agent, initial purchaser, trustee or any other similar representative in respect of, all or any part of the Debt Financing (including any Alternative Financing) and any other financial institutions, lenders or investors with respect to the Debt Financing (including any Alternative Financing), together with any of such Person’s Affiliates and any of such Person’s or any of its Affiliates’ respective direct or indirect, former, current or future stockholders, members, general or limited partners, Representatives and their respective successors or assignees; provided that the term “Debt Financing Sources” shall not include any Buyer, any Subsidiary of any Buyer, any parent entity of any Buyer or any other Affiliate of any Buyer.

“Direct Claim” has the meaning set forth in Section 10.3(f).

“Disclosure Schedules” means, collectively, the Buyer Disclosure Schedule and the Seller Disclosure Schedule.

“Disputed Items” has the meaning set forth in Section 2.15(a).

“DOJ” has the meaning set forth in Section 6.5(a).

“Employee Benefit Plan” means each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) and each other compensation and/or benefit plan, program, policy or arrangement, whether or not subject to ERISA (including each stock purchase, stock option, restricted stock, severance (except for termination and/or severance entitlements under applicable Law with respect to Business Employees who are not located in the U.S.), retention, employment, consulting, change-of-control, bonus, commission, cash or equity-based incentive, deferred compensation, medical, dental, life, employee loan, tuition refund, scholarship, company car, service award, relocation, employee assistance, automobile allowance, disability, accident, welfare, sick pay, salary continuation, sick leave, accrued leave, termination, pension, profit sharing, insurance, retirement, supplemental retirement, post-retirement health or welfare, vacation, holiday, fringe benefit and any other similar benefit plan, program, policy or arrangement), whether or not funded, whether formal or informal, whether or not insured or self-insured, whether registered or unregistered, in each case, that is either (a) sponsored, maintained or contributed to, or required to be contributed to, by any member of the Seller Group (or ERISA Affiliate of any member of the Seller Group) for the benefit of any Business Employee or (b) with respect to which any member of the Seller Group has any Liability in respect of any Business Employee; provided that Employee Benefit Plans shall not include any statutory (i) social security, (ii) social insurance, (iii) pension, (iv) workers’ compensation, or (v) other benefit plan, in each case, that is required to be operated under applicable Law in the relevant jurisdiction.

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“Employee Liabilities” means all items of Liability of the Seller Group in respect of (a) the Business Employees, (b) any Employee Benefit Plan, and (c) any other current or former service provider of the Seller Group, including premiums for employment insurance, workplace safety and insurance, source deductions, Taxes, pension plan remittances, health tax remittances, benefit plans, pension or retirement plans, accrued wages, statutory holiday pay, salaries, commissions, bonuses, accumulated vacation with pay credits or entitlements, any Liability for termination pay/compensation for service/severance/reasonable notice/damages in lieu of notice of termination whether under applicable legislation, contract or under common law principles regarding employment matters, or service or termination of employment or service, and any other employee benefits or Actions that may become payable to, receivable by, or accrued in favour of the Business Employees and any other current or former service provider of the Seller Group. For the avoidance of doubt, Employee Liabilities do not include Losses indemnified by GATX as described in Section 6.10(f).

“Employee Representative Body” means any labor organization, union or similar employee representative body.

“Employment Transfer Date” has the meaning set forth in Section 6.10(a).

“Enforceability Exceptions” means bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Law or Order of general application affecting or relating to the enforcement of creditors’ rights generally or general principles of equity, whether considered in a proceeding at Law or Order or in equity.

“Environmental Law” means all Laws or Orders relating to: (a) pollution or the protection, restoration or remediation of or prevention of harm to the environment or natural resources, (b) the protection of human health and safety with respect to Hazardous Materials, (c) the packaging or labeling of Hazardous Materials or products containing Hazardous Materials, (d) transport or handling, use, presence, generation, treatment, storage, disposal, Release or threatened Release of or exposure to any Hazardous Material or (e) recordkeeping, notification, disclosure and reporting requirements with respect to Hazardous Materials.

“EPA” means the U.S. Environmental Protection Agency.

“Equity Commitment Letters” has the meaning set forth in the Recitals.

“Equity Financing” has the meaning set forth in Section 5.8(a).

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means, with respect to an entity, any trade or business (whether or not incorporated) (a) under common control (within the meaning of Section 4001(b)(1) of ERISA) with such entity or (b) which, together with such entity, is treated as a single employer under Section 414(t) of the Code.

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“Estimated Adjusted Finance Net Purchase Price Adjustment” has the meaning set forth in Section 2.13(a).

“Estimated Adjusted Locomotive Net Book Value” has the meaning set forth in Section 2.13(a).

“Estimated Adjusted Operating Rail Net Book Value” has the meaning set forth in Section 2.13(a).

“Estimated Aggregate Purchase Price” has the meaning set forth in Section 2.13(a).

“Estimated B Buyer Non-Rail Working Capital” has the meaning set forth in Section 2.13(a).

“Estimated B Buyer Purchase Price” has the meaning set forth in Section 2.13(a).

“Estimated Closing Finance Equipment Tape” has the meaning set forth in Section 2.13(a).

“Estimated Closing Operating Rail and Locomotive Equipment Tape” has the meaning set forth in Section 2.13(a).

“Estimated Closing Statement” has the meaning set forth in Section 2.13(a).

“Estimated G Buyer Non-Rail Working Capital” has the meaning set forth in Section 2.13(a).

“Estimated G Buyer Purchase Price” has the meaning set forth in Section 2.13(a).

“Estimated JV Buyer Purchase Price” has the meaning set forth in Section 2.13(a).

“Estimated JV Non-Rail Working Capital” has the meaning set forth in Section 2.13(a).

“ETA” means Part IX of the Excise Tax Act (Canada) and the regulations made thereunder.

“Event of Loss” means, with respect to any Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment, an “Event of Loss”, “Loss”, “Casualty”, “Casualty Event” or “Total Loss” (as such term or similar term is defined in the applicable Transferred Lease Agreement); provided, however, that if there is not such a term or provision in the applicable Transferred Lease Agreement or such Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment is not subject to a Transferred Lease Agreement, “Event of Loss” shall mean that such Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment does not exist or is lost, stolen, scrapped, destroyed, rendered permanently unfit for the intended use, damaged beyond economic repair or taken or requisitioned by any Governmental Entity.

“Everen” has the meaning set forth in the Preamble.

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“Everen Indemnity Obligation” has the meaning set forth in Section 10.1(g).

“Excluded Assets” has the meaning set forth in Section 2.4.

“Excluded Information” shall mean (a) pro forma financial statements and projections; (b) description of all or any portion of the Debt Financing, including any “description of notes”, and other information customarily provided by financing sources or their counsel; (c) risk factors relating to all or any component of the Debt Financing; (d) “segment” financial information; (e) other information required by Rules 3-09, 3-10, 3-16, 13-01 or 13-02 of Regulation S-X under the Securities Act, any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K under the Securities Act; (f) XBRL exhibits and information regarding executive compensation and related party disclosure related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A; (g) any other information customarily excluded from an offering memorandum for private placements of nonconvertible debt securities under Rule 144A; and (h) any information subject to the Access Limitations. Notwithstanding anything herein to the contrary, nothing herein will require Seller, Everen or any of their Affiliates to provide (or be deemed to require Seller or Everen or any of their Affiliates to prepare), and the Required Information shall not include, any Excluded Information.

“Expiration Date” has the meaning set forth in Section 6.9(c).

“Extended Outside Date” has the meaning set forth in Section 8.1(d).

“FCPA” has the meaning set forth in the definition of “Anti-Corruption Laws”.

“Fee Letters” has the meaning set forth in Section 5.8(a).

“Final Adjusted Finance Net Purchase Price Adjustment” has the meaning set forth in Section 2.15(d).

“Final Adjusted Locomotive Net Book Value” has the meaning set forth in Section 2.15(d).

“Final Adjusted Operating Rail Net Book Value” has the meaning set forth in Section 2.15(d).

“Final Aggregate Purchase Price” has the meaning set forth in Section 2.15(d).

“Final Allocation Schedule” has the meaning set forth in Section 9.1.

“Final B Buyer Non-Rail Working Capital” has the meaning set forth in Section 2.15(d).

“Final B Buyer Purchase Price” has the meaning set forth in Section 2.15(d).

“Final Closing Statement” has the meaning set forth in Section 2.15(d).

“Final G Buyer Non-Rail Working Capital” has the meaning set forth in Section 2.15(d).

“Final G Buyer Purchase Price” has the meaning set forth in Section 2.15(d).

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“Final JV Buyer Purchase Price” has the meaning set forth in Section 2.15(d).

“Final JV Non-Rail Working Capital” has the meaning set forth in Section 2.15(d).

“Finance Equipment Contracts” has the meaning set forth in Section 2.3(c).

“Finance Equipment Information” means the categories of information with respect to any railcar or locomotive set forth in the Reference Finance Equipment Tape.

“Finance Equipment Tape” means, as of a specified time, the computer disk, computer tape or other computer format delivered to JV Buyer setting forth the Finance Equipment Information as of such time using the same methodology applied by Seller and Everen in preparing the Reference Finance Equipment Tape.

“Finance Lessee” means each Third Party that is the lessee (or equivalent) under any B Buyer Transferred Lease Agreement.

“Finance Locomotive and Rail Equipment” has the meaning set forth in Section 2.3(a).

“Financial Crimes” means money laundering and financing of terrorism, as such concepts are described in AML Laws and U.S. sanctions administered by OFAC.

“Financial Statements” means the Historical Business Financial Statements, the Interim Business Financial Statements and the 2025 Business Financial Statements, as applicable.

“Financing” has the meaning set forth in Section 5.8(a).

“Financing Failure Event” has the meaning set forth in Section 6.16(g).

“Financing Sources” has the meaning set forth in Section 5.8(a).

“Fraud” means actual fraud in (a) the making of a representation or warranty expressly stated in Article III, Article IV or Article V or any Ancillary Agreement by the party hereto making such representation or warranty or (b) certifying to the satisfaction of the conditions set forth in Section 7.2 or Section 7.3 in any certificate delivered pursuant hereto by the party hereto certifying to such satisfaction therein; provided that Fraud shall only be deemed to exist if, at the time such representation or warranty or certification was made: (x) such representation or warranty or certification was inaccurate (other than de minimis inaccuracies); (y) the party hereto making such representation, warranty or certification had (i) actual knowledge (and not imputed or constructive knowledge) that such representation or warranty was inaccurate (other than de minimis inaccuracies) and (ii) the specific intent to induce the other parties hereto to enter into this Agreement; and (z) such other parties hereto reasonably relied on such inaccurate representation or warranty in entering into this Agreement.“Fraud” shall not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any tort (including a claim for fraud) based on constructive or imputed knowledge, negligence, recklessness or a similar theory.

“FTC” has the meaning set forth in Section 6.5(a).

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“G Buyer” has the meaning set forth in the preamble.

“G Buyer Accounting Principles” has the meaning set forth on Exhibit B.

“G Buyer Asset Sale” has the meaning set forth in Section 2.2.

“G Buyer Assumed Liabilities” has the meaning set forth in Section 2.6.

“G Buyer Assumed Non-Rail Liabilities” means G Buyer Assumed Liabilities of the types designated as “Non-Rail Liabilities” on the G Buyer Reference Statement.

“G Buyer Assumed Rail Liabilities” means G Buyer Assumed Liabilities of the types designated as “Rail Liabilities” on the G Buyer Reference Statement.

“G Buyer Books and Records” means all Business Books and Records that are primarily related to the G Buyer Transferred Assets (solely those contemplated by Section 2.2(a) –Section 2.2(k)) or the G Buyer Assumed Liabilities.

“G Buyer Business Deposits” has the meaning set forth in Section 2.2(j).

“G Buyer Business Receivables” has the meaning set forth in Section 2.2(g).

“G Buyer Indemnified Parties” has the meaning set forth in Section 10.1(b).

“G Buyer Indemnity Obligation” has the meaning set forth in Section 10.2(c).

“G Buyer Non-Rail Working Capital” has the meaning set forth in and prepared in accordance with the G Buyer Accounting Principles.

“G Buyer Owed Business Payments” means, with respect to any G Buyer Transferred Asset, (a) maintenance, repair, storage and similar expenses solely with respect to Operating Locomotive Equipment (or the associated G Buyer Transferred Contracts) or (b) payments owed in respect of purchase price for new locomotive deliveries that would constitute Operating Locomotive Equipment.

“G Buyer Post-Closing Adjustment” has the meaning set forth in Section 2.16(b)(ii).

“G Buyer Purchase Price” has the meaning set forth in Section 2.10(b).

“G Buyer Reference Statement” means the illustrative example of that portion of the Estimated Closing Statement applicable to G Buyer (including the calculation of G Buyer Purchase Price and each of the components therein) as if the Closing took place on March 31, 2025, prepared in accordance with the G Buyer Accounting Principles. The G Buyer Reference Statement is set forth on Exhibit B.

“G Buyer Transferred Assets” has the meaning set forth in Section 2.2.

“G Buyer Transferred Claims” has the meaning set forth in Section 2.2(h).

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“G Buyer Transferred Contracts” has the meaning set forth in Section 2.2(f).

“G Buyer Transferred Lease Agreements” has the meaning set forth in Section 2.2(b).

“G Buyer Transferred Management Agreements” has the meaning set forth in Section 2.2(c).

“G Buyer Transferred Marks Administration Agreements” has the meaning set forth in Section 2.2(f).

“G Buyer Transferred Non-Rail Assets” means assets that are G Buyer Transferred Assets of the types designated as “G Buyer Transferred Non-Rail Assets” on the G Buyer Reference Statement.

“G Buyer Transferred Purchase and Sale Agreement” has the meaning set forth in Section 2.2(e).

“G Buyer Transferred Rail Assets” means assets that are G Buyer Transferred Assets of the types designated as “G Buyer Transferred Rail Assets” on the G Buyer Reference Statement.

“GAAP” means U.S. generally accepted accounting principles, as in effect from time to time.

“GATX” has the meaning set forth in the preamble.

“GATX Indemnity Obligation” has the meaning set forth in Section 10.2(d).

“GATX Guaranty” has the meaning set forth in Section 11.19(a).

“Governance Plan” has the meaning set forth in Section 6.18(b).

“Governing Documents” means the organizational and governance document(s) with respect to any entity.

“Governmental Approval” means any and all consents, approvals, waivers, Orders, qualifications, Permits and other authorizations of, and any and all notices, submissions or filings to, any and all Governmental Entities necessary, required or advisable to consummate the transactions contemplated by the Transaction Documents, including the Requisite Regulatory Approvals.

“Governmental Entity” means any (a) federal, state, provincial, local, municipal, foreign or other government, (b) governmental entity of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal), whether foreign or domestic, or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, whether foreign or domestic, including any arbitral tribunal and self-regulatory organizations.

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“GST/HST” means the goods and services tax/harmonized sales tax imposed under the ETA.

“Hazardous Materials” means any: (a) chemicals, materials or substances that are listed, defined, designated, classified as or included in the definition of, or regulated as “hazardous substances,” “hazardous wastes,” “hazardous materials,” “hazardous constituents,” “restricted hazardous materials,” “extremely hazardous substances,” “toxic substances,” “contaminants,” “pollutants,” “toxic pollutants,” or words of similar meaning and regulatory effect under any Environmental Law; (b) petroleum or petroleum by-products, asbestos or asbestos-containing materials or products, per- and polyfluoroalkyl substances, polychlorinated biphenyls (PCBs), radioactive materials, lead-based paints or materials, or radon; and (c) ethylene glycol monobutyl ether and propylene glycol.

“Historical Business Financial Statements” means the following consolidated and/or combined financial statements (i.e., balance sheet and statements of income, cashflows and stockholders’ equity) of the Business: (a) annual financial statements as of and for the years ended December 31, 2023 and December 31, 2024, which shall be audited by the Independent Auditor and shall include an unqualified audit opinion thereto, and (b) unaudited interim financial statements as of and for the six months ended June 30, 2024 and June 30, 2025, which shall be reviewed by the Independent Auditor in accordance with AS Section 4105, Reviews of Interim Financial Information.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder.

“In-Scope Business Employees” means the Business Employees that Seller and GATX will cooperate in good faith to identify following the date hereof and for which Seller shall provide such Business Employee’s name, work email address, continuous service date, job profile title, job function and work location as soon as practicable following identification of such Business Employee as an In-Scope Business Employee.

“Indebtedness” means, with respect to any Person, without duplication, (a) obligations of such Person (i) for borrowed money (including any obligations under any credit agreement) or (ii) evidenced by bonds, debentures, notes, letters of credit, bankers’ acceptances or similar instruments, (b) obligations of such Person as lessee under leases that are required under GAAP to be treated as financing leases (other than leases with respect to railcars or locomotives and any related parts, accessories and appurtenances), (c) any accrued and unpaid interests, fees, fines, penalties and other expenses or amounts owed with respect to the foregoing clause (a) or as a result of any prepayment or early satisfaction of any obligation of such Person describe in the foregoing clause (a), and (d) any guaranty of any of the foregoing. In no event shall Indebtedness include any (x) Intercompany Receivables, or (y) Intercompany Payables.

“Indemnified Party” has the meaning set forth in Section 10.3(a).

“Indemnifying Party” has the meaning set forth in Section 10.3(a).

“Independent Auditor” means KPMG LLP or, if KPMG LLP is conflicted or otherwise unwilling or unable to serve, any other “Big Four” accounting firm.

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“Initial Adjusted Finance Net Purchase Price Adjustment” has the meaning set forth in Section 2.14(a).

“Initial Adjusted Locomotive Net Book Value” has the meaning set forth in Section 2.14(a).

“Initial Adjusted Operating Rail Net Book Value” has the meaning set forth in Section 2.14(a).

“Initial B Buyer Non-Rail Working Capital” has the meaning set forth in Section 2.14(a).

“Initial B Buyer Purchase Price” has the meaning set forth in Section 2.14(a).

“Initial Closing Statement” has the meaning set forth in Section 2.14(a).

“Initial Finance Equipment Tape” has the meaning set forth in Section 2.14(a).

“Initial G Buyer Non-Rail Working Capital” has the meaning set forth in Section 2.14(a).

“Initial G Buyer Purchase Price” has the meaning set forth in Section 2.14(a).

“Initial JV Buyer Purchase Price” has the meaning set forth in Section 2.14(a).

“Initial JV Non-Rail Working Capital” has the meaning set forth in Section 2.14(a).

“Initial Operating Rail and Locomotive Equipment Tape” has the meaning set forth in Section 2.14(a).

“Initial Purchase Price” has the meaning set forth in Section 2.14(a).

“Instrument of Assignment” means each bill of sale and instrument of assignment, substantially in the form attached hereto as Exhibit E, to be entered into by each applicable member of the Seller Group and each applicable Buyer at the Closing.

“Intellectual Property Rights” means any and all intellectual property rights in any jurisdiction around the world, including all: (a) U.S. and foreign patents, patent applications, design registrations and industrial designs (including any and all continuations, continuations-in-part, re-examinations, extensions, divisionals and reissues); (b) trademarks, service marks, trade dress, logos, trade names, corporate names and other source indicators, and registrations and applications for registration thereof (together with all goodwill associated therewith and all common law rights therein) (“Trademarks”); (c) copyrights and other intellectual property rights in works of authorship (including software), whether registered or unregistered, and all registrations and applications for registration of the foregoing; (d) Internet domain names; and (e) trade secrets and other intellectual property rights in confidential and proprietary information, such as inventions, improvements, ideas, methodologies, formulae, models, algorithms, systems, processes, discoveries, data, database rights, customer lists, supplier lists, technical information and know-how.

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“Intercompany Payables” means all account, note or loan payables recorded on the books of the Seller Group or any of its Affiliates, for goods or services purchased or provided to the Business with respect to the Transferred Assets or the Assumed Liabilities by the Seller Group or any of its Affiliates, or advances (cash or otherwise) or any other extensions of credit to the Business with respect to the Transferred Assets or the Assumed Liabilities from the Seller Group or any of its Affiliates.

“Intercompany Receivables” means all account, note or loan receivables recorded on the books of the Seller Group or any of its Affiliates, for goods or services sold or provided by the Business with respect to the Transferred Assets or the Assumed Liabilities to the Seller Group or any of its Affiliates or advances (cash or otherwise) or any other extensions of credit made by the Business with respect to the Transferred Assets or the Assumed Liabilities to the Seller Group or any of its Affiliates.

“Interim Business Financial Statements” means the following unaudited interim consolidated and/or combined financial statements (i.e., balance sheet and statements of income, cashflows and stockholders’ equity) of the Business as of and for (a) solely if the Closing occurs on or after September 30, 2025, the nine months ended September 30, 2024 and September 30, 2025, (b) solely if the Closing occurs on or after March 31, 2026, the three months ended March 31, 2025 and March 31, 2026, (c) solely if the Closing occurs on or after June 30, 2026, the six months ended June 30, 2025 and June 30, 2026 and (d) solely if the Closing occurs on or after September 30, 2026, the nine months ended September 30, 2025 and September 30, 2026, in each case, which shall be reviewed by the Independent Auditor in accordance with AS Section 4105, Reviews of Interim Financial Information.

“Internal Materials” has the meaning set forth in Section 6.13(c).

“Investment Canada Act” has the meaning set forth in Section 5.12.

“Investors” has the meaning set forth in the Recitals.

“IRS” means the U.S. Internal Revenue Service.

“ITA” means the Income Tax Act (Canada) and any applicable provincial equivalent.

“Joint Defense Asserted Liability” has the meaning set forth in Section 10.3(b).

“JV Asset Sale” has the meaning set forth in Section 2.1.

“JV Assumed Liabilities” has the meaning set forth in Section 2.5.

“JV Assumed Non-Rail Liabilities” means JV Assumed Liabilities of the types designated as “Non-Rail Liabilities” on the JV Buyer Reference Statement.

“JV Assumed Rail Liabilities” means JV Assumed Liabilities of the types designated as “Rail Liabilities” on the JV Buyer Reference Statement.

“JV Business Deposits” has the meaning set forth in Section 2.1(n).

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“JV Business Receivables” has the meaning set forth in Section 2.1(j).

“JV Buyer” has the meaning set forth in the Preamble.

“JV Buyer Accounting Principles” has the meaning set forth on Exhibit A.

“JV Buyer Books and Records” means all Business Books and Records that are primarily related to the JV Transferred Assets (solely those contemplated by Section 2.1(a)–Section 2.1(n)) or the JV Assumed Liabilities.

“JV Buyer Indemnified Parties” has the meaning set forth in Section 10.1(a).

“JV Buyer Indemnity Obligation” has the meaning set forth in Section 10.2(a).

“JV Buyer Post-Closing Adjustment” has the meaning set forth in Section 2.16(a)(ii).

“JV Buyer Purchase Price” has the meaning set forth in Section 2.10(a).

“JV Buyer Reference Statement” means the illustrative example of that portion of the Estimated Closing Statement applicable to JV Buyer (including the calculation of JV Buyer Purchase Price and each of the components therein) as if the Closing took place on March 31, 2025, prepared in accordance with the JV Buyer Accounting Principles. The JV Buyer Reference Statement is set forth on Exhibit A.

“JV Buyer Transferred Marks Administration Agreements” has the meaning set forth in Section 2.1(i).

“JV Commitment Letters” has the meaning set forth in Section 5.8(a).

“JV Debt Commitment Letter” has the meaning set forth in Section 5.8(a).

“JV Debt Documents” has the meaning set forth in Section 6.16(e).

“JV Debt Financing” has the meaning set forth in Section 5.8(a).

“JV Equity Commitment Letter” has the meaning set forth in the recitals.

“JV Equity Financing” has the meaning set forth in Section 5.8(a).

“JV Fee Letter” has the meaning set forth in Section 5.8(a).

“JV Financing” has the meaning set forth in Section 5.8(a).

“JV Financing Sources” has the meaning set forth in Section 5.8(a).

“JV Indemnified Parties” has the meaning set forth in Section 10.2(f).

“JV Lenders” has the meaning set forth in Section 5.8(a).

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“JV Non-Rail Working Capital” has the meaning set forth in and prepared in accordance with the JV Buyer Accounting Principles.

“JV Owed Business Payments” means, with respect to any JV Transferred Asset, (a) maintenance, repair, storage and similar expenses solely with respect to Operating Rail Equipment (or the associated JV Transferred Contracts) or (b) payments owed in respect of purchase price for new railcar deliveries that would constitute Operating Rail Equipment if such railcar had been delivered to any member of the Seller Group as of the Measurement Time.

“JV Transferred Assets” has the meaning set forth in Section 2.1.

“JV Transferred Claims” has the meaning set forth in Section 2.1(l).

“JV Transferred Contracts” has the meaning set forth in Section 2.1(h).

“JV Transferred Lease Agreements” has the meaning set forth in Section 2.1(b).

“JV Transferred Lessee Agreements” has the meaning set forth in Section 2.1(c).

“JV Transferred Management Agreements” has the meaning set forth in Section 2.1(d).

“JV Transferred Non-Rail Assets” means assets that are JV Transferred Assets of the types designated as “JV Transferred Non-Rail Assets” on the JV Buyer Reference Statement.

“JV Transferred Purchase and Sale Agreements” has the meaning set forth in Section 2.1(f).

“JV Transferred Rail Assets” means assets that are JV Transferred Assets of the types designated as “JV Transferred Rail Assets” on the JV Buyer Reference Statement.

“JV Transferred Residual Sharing Agreements” has the meaning set forth in Section 2.1(g).

“Knowledge of Buyer” means, with respect to (i) JV Buyer, the actual knowledge of the individuals set forth in Section 1.1(a)(i) of the Buyer Disclosure Schedule, (ii) G Buyer or GATX, the actual knowledge of the individuals set forth in Section 1.1.(a)(ii) of the Buyer Disclosure Schedule, and (iii) B Buyer, the actual knowledge of the individuals set forth in Section 1.1(a)(iii) of the Buyer Disclosure Schedule, in each case, after due inquiry of his or her direct reports, and will in no event encompass constructive, imputed or similar concepts of knowledge.

“Knowledge of Seller” means the actual knowledge of the individuals set forth in Section 1.1(b) of the Seller Disclosure Schedule, in each case, after due inquiry of his or her direct reports, and will in no event encompass constructive, imputed or similar concepts of knowledge.

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“Law” means any applicable (a) foreign, federal, state, provincial or local law (including common law), or (b) statute, code, ordinance, rule or regulation, in each case, enacted, adopted, promulgated or issued by a Governmental Entity.

“Leave” means any (a) absence from work on account of short- or long-term disability, workers’ compensation leave, military leave, pregnancy or maternity leave, paternity leave, parental leave or any other statutory leave (including under applicable employment or labor standards legislation), (b) other leaves of absence or (c) circumstance where an obligation of the Seller Group to recall, rehire or otherwise return an individual to employment with the Seller Group exists under a contractual obligation, the internal policies of the Seller Group, Law or Order.

“Lenders” has the meaning set forth in Section 5.8(a).

“Leveraged Lease Vehicle” has the meaning set forth in Section 2.3(a).

“Liability” means any debt, borrowed money, loss, damage, fine, judgment, interest, penalty, liability or obligation of any kind, whether direct or indirect, known or unknown, asserted or unasserted, accrued or unaccrued, absolute, contingent, matured or unmatured, liquidated or unliquidated, due or to become due and whether in contract, tort, strict liability or otherwise.

“Licensed Reporting Marks” has the meaning set forth in Section 2.1(e).

“Lien” means any lien, easement, charge, mortgage, deed of trust, option, right of first refusal or offer, pledge, security interest, default of title, claim, adverse right or interest, or agreement or obligation to grant a lien or any other similar encumbrance.

“Limited Guaranty” has the meaning set forth in the Recitals.

“Locomotive Equipment Contracts” has the meaning set forth in Section 2.2(d).

“Locomotive Remarking Deadline” has the meaning set forth in Section 6.14(a).

“Locomotive Remarking Obligations” has the meaning set forth in Section 6.14(a).

“Lookback Date” means January 1, 2022.

“Losses” means any and all Liabilities, payments, awards, settlements, costs and expenses (including court costs and reasonable and documented out-of-pocket fees and expenses of professionals and any other amounts reasonably incurred and paid in the investigation, defense, settlement, mitigation or appeal) suffered, incurred, sustained or paid by the applicable Person after the Closing; provided, however, that, (a) except to the extent actually paid to a Third Party, “Losses” shall not include any (i) consequential, punitive, indirect, special or exemplary damages, regardless of form of action, whether in contract, tort, strict liability or otherwise, or (ii) lost profits, opportunity costs, damages to business reputation, diminution in value or damages based upon a multiple of earnings, revenues or similar financial measure; and (b) “Loss” shall not include any amount in respect of Liabilities, payments, awards, settlements, costs and expenses (including court costs and reasonable and documented out-of-pocket fees and expenses of professionals and any other amounts reasonably incurred and paid in the investigation, defense, settlement, mitigation or appeal) suffered, incurred, sustained or paid between or among the Buyers and/or GATX (and/or any other of their Affiliates) (including any disputes, claims or Actions between or among the Buyers and/or GATX (and/or any other of their Affiliates)), rather than in respect of a Third Party.

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“Material Adverse Effect” means any event, circumstance, development, change or effect that, individually or in the aggregate with all other events, circumstances, developments, changes and effects (i) has had, or would reasonably be expected to have, a material adverse effect upon the business, assets, results of operations or financial condition of the Business (excluding any event, circumstance, development, change or effect solely to the extent affecting or impacting any Excluded Assets and/or Retained Liabilities), taken as a whole, or (ii) would prevent, materially delay or materially impair the ability of Seller or Everen to consummate the Closing prior to the Outside Date or the Extended Outside Date, as applicable; provided that none of the following events, circumstances, developments or changes (or effects therefrom) shall be deemed, either alone or in combination, to constitute a Material Adverse Effect, or be taken into account in determining whether there has been a Material Adverse Effect: (a) changes in general economic conditions in the U.S., Canada and/or Mexico, including any supply chain, trade route or service disruptions (including shutdowns of railway lines or ports of entry in North America); (b) changes in interest rates, the equity, debt, credit or capital markets (including trading levels, disruptions, downgrades and volatility thereof), the financial, banking or securities markets (including trading levels, disruptions, downgrades and volatility thereof and any decline in the price of any security or any market index), the railcar leasing or railway industry (including any actual or threatened strike or work stoppage, slowdown, lock-out or other labor controversy) or the energy and natural resources or industrial services industries; (c) changes in local, regional, national or international political or social conditions, including any Conflicts Measure (excluding clauses (c) and (d) of the definition of “Conflicts Measures”); (d) any actual or proposed changes in GAAP or other accounting standards or principles or the interpretation thereof; (e) any Order or any actual or proposed change in any Law, including any new Law or any actual or proposed change in any Law; (f) the negotiation, execution, announcement or pendency of any Transaction Document, the announcement, pendency or consummation of the transactions contemplated hereby or thereby, or the disclosure of the fact that any Buyer (or any of its Affiliates) is the prospective acquirer of the Business, the Transferred Assets or Assumed Liabilities, or any communication regarding plans or intentions of any Buyer or any of its Affiliates with respect to the Business, the Transferred Assets or Assumed Liabilities, including, to the extent primarily attributable to the announcement, pendency or consummation of the transactions or the disclosure of the fact that Buyer (or any of its Affiliates) is the prospective acquirer of the Business, Transferred Assets or Assumed Liabilities, the actual, threatened or potential (A) loss or departure of any Business Employees, and (B) termination of (or failure to renew) any Contract with customers, lessors, vendors, distributors or other business relations of the Business; (g) any failure by the Business to meet any internal or published budget, plans, projections, forecasts or revenue or earnings predictions for any period (provided that this clause (g) shall not prevent a determination that any event, circumstance, development, change or effect underlying such failure to meet projections or forecasts has resulted in a “Material Adverse Effect” so long as such event, circumstance, development, change or effect is not otherwise excluded from determining whether there is a “Material Adverse Effect”); (h) any natural disaster, Contagion Event or other act of nature or “act of God,” including any measures taken by any Governmental Entity in response thereto or changes in public behavior as a result thereof; (i) any cyberattack, cyber-terrorism or other cybersecurity event involving any member of the Seller Group or the Business; (j) any event, circumstance, development or change that is cured or remedied prior to the Closing; (k) the taking of (or omission from taking) any action (i) required pursuant to any Transaction Document (including any action required to be taken pursuant to Section 6.5 to obtain any Governmental Approval) or (ii) at the written direction or written request of JV Buyer or its Affiliates; (l) any anti-dumping actions, international tariffs, sanctions, trade policies, disputes or similar “trade war” actions in the U.S., Canada, Mexico or any other country or region in the world; and (m) any breach, violation or non-performance of any provision of any Transaction Document by any Buyer, GATX or any of their respective Affiliates; provided, further, that with respect to clauses (a), (b), (c), (d), (e), (h), (i) and (l), such event, circumstance, development, change or effect shall be taken into account in determining whether a “Material Adverse Effect” is occurring, has occurred, or would reasonably be expected to occur, solely to the extent that it disproportionately and adversely affects the Business relative to other businesses in the industries in which the Business operates.

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“Material Contract” has the meaning set forth in Section 4.3(a).

“Material Customers” has the meaning set forth in Section 4.3(a)(ii).

“Material Finance Customers” has the meaning set forth in Section 4.3(a)(ii).

“Material Operating Customers” has the meaning set forth in Section 4.3(a)(i).

“Material Vendor Agreement” means any vendor agreement with any Material Vendor.

“Material Vendors” has the meaning set forth in Section 4.3(a)(iii).

“Materials” has the meaning set forth in Section 6.13(c).

“MD&A Disclosure” means customary disclosure describing the results of operations, liquidity, cash flows and financial condition of the Business for the periods covered by the applicable Financial Statements delivered pursuant to Section 6.21 as would be included in a “Management Discussion and Analysis of Financial Conditions and Results of Operations” section in compliance in all material respects with Item 303 of Regulation S-K.

“Measurement Time” means 12:01 a.m. on the Closing Date.

“Mexican Transfer Taxes” means Transfer Taxes that are imposed by a Mexican federal, state or municipal Governmental Entity, including any value added Tax imposed under the Mexican Value Added Tax Law (Ley del Impuesto al Valor Agregado per its denomination in Spanish).

“Modification” has the meaning set forth in Section 6.9(f)(i).

“MX Transferred Assets” has the meaning set forth in Section 9.1(a).

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“Non-Recourse Parties” has the meaning set forth in Section 11.17(b).

“Non-Seller In-Scope Tax Return” means any Tax Return on which Taxes imposed on or with respect to the Transferred Assets or the Business are reported (including any sales, use, or Property Tax Return of or with respect to the Transferred Assets or the Business), other than any Tax Return that is primarily related to other assets or operations of any member of the Seller Group or any of its Affiliates and, for the avoidance of doubt, shall not include any Consolidated Tax Return of the Seller Group.

“Notice of Disagreement” has the meaning set forth in Section 2.15(a).

“Notice Period” has the meaning set forth in Section 10.3(b).

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Operating Locomotive Equipment” has the meaning set forth in Section 2.2(a).

“Operating Rail and Locomotive Equipment Information” means the categories of information with respect to any railcar or locomotive set forth in the Reference Operating Rail and Locomotive Equipment Tape.

“Operating Rail and Locomotive Equipment Tape” means, as of a specified time, the computer disk, computer tape or other computer format delivered to JV Buyer and G Buyer setting forth the Operating Rail and Locomotive Equipment Information as of such time using the same methodology applied by Seller and Everen in preparing the Reference Operating Rail and Locomotive Equipment Tape.

“Operating Rail Equipment” has the meaning set forth in Section 2.1(a).

“Operating Rail Equipment Contracts” has the meaning set forth in Section 2.1(h).

“Order” means any binding and enforceable order, ruling, subpoena, verdict, writ, judgment, injunction, directive, decree, stipulation, determination or award issued, promulgated or entered into by or with any Governmental Entity.

“Ordinary Course of Business” means, with respect to any Person, the ordinary course conduct of the business of such Person, consistent with past practices or procedures of such Person. With respect to the Seller Group, any commercially reasonable actions or omissions that (a) the Seller Group reasonably determines are necessary or advisable in response to any Contagion Event or Conflicts Measure and (b) are taken in connection with seeking to (i) mitigate the actual or expected adverse effects of such Contagion Event or Conflicts Measure on the Business or the Transferred Assets and (ii) solely in the case of a Contagion Event, protecting the health and safety of customers, employees and other business relationships or to ensure compliance with any Law or Order relating to the applicable Contagion Event, shall be deemed for all purposes herein to be consistent with the ordinary course conduct of the business of the applicable member of the Seller Group, in each case, so long as prior thereto, to the extent reasonably practicable under the circumstances and permitted by Law and Order, Seller consults with JV Buyer with respect to such action or omission to the extent related to the Business and considers in good faith any comments timely provided by JV Buyer.

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“Other Seller Group Entities” has the meaning set forth in the Recitals.

“Outside Date” has the meaning set forth in Section 8.1(d).

“Owned Real Property” means real property that is owned in fee, in whole or in part, by any member of the Seller Group or any of their Affiliates.

“Owned Reporting Marks” has the meaning set forth in Section 2.1(e).

“Participation Agreement” has the meanings set forth in Section 2.11(c)(iii).

“Parties” has the meaning set forth in the Preamble.

“Permits” means any permits, licenses, approvals, certificates, registrations, waivers and other authorizations of and from any Governmental Entity under any Law or Order.

“Permitted Liens” means: (a) mechanic’s, supplier’s, materialmen’s, carriers’, repairers’ and other Liens arising or incurred in the Ordinary Course of Business of the applicable Person, and for which amounts are not yet due and payable or, if delinquent, are being contested in good faith by appropriate proceedings and for which adequate reserves have been established; (b) Liens for Taxes not yet due and payable or which may be hereafter paid without penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established; (c) Liens granted in favor of any lender at the Closing in connection with any financing of the transactions contemplated hereby; (d) any Liens created by or arising by, through or under any Buyer (or any of its Affiliates), including any acts or omissions of, or from facts, events, developments, occurrences or circumstances relating to, a Buyer or its Affiliates; (e) zoning, building codes and other land use Laws or Orders regulating the activities conducted on real property that are imposed by any Governmental Entity having jurisdiction over such real property; (f) solely in respect of the Operating Rail Equipment, Operating Locomotive Equipment and Finance Locomotive and Rail Equipment (i) the rights of the applicable Customer under the applicable Transferred Lease Agreement, (ii) customary salvage and similar rights of insurers under policies of insurance maintained with respect to Operating Rail Equipment, Operating Locomotive Equipment and Finance Locomotive and Rail Equipment or (iii) Liens created or caused by a Customer, which such Customer is obligated to remove or indemnify the Seller Group against under the applicable Transferred Lease Agreement; (g) restrictions on transfer imposed by or arising under securities Laws; (h) Liens in favor of banking or other depository institutions arising as a matter of Law encumbering deposits or other funds maintained with a depository institution and not incurred in connection with the borrowing of money; (i) Liens in respect of any Transferred Asset or Assumed Liability that will be extinguished and discharged at or prior to the Closing; (j) Liens granted in favor of any member of the Seller Group (in respect of any Transferred Asset or Assumed Liability) that will be assigned to a Buyer (or any of its designees) at the Closing; and (k) Liens set forth in Section 1.1(c) of the Seller Disclosure Schedule.

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“Person” means any natural person, general or limited partnership, corporation, limited liability company, unlimited liability company, limited liability partnership, firm, joint stock company, Governmental Entity, unincorporated organization or association, trust, joint venture, association or other similar entity, whether or not a legal entity.

“Personnel Records” means the personnel file maintained by the Seller Group with respect to each Québec Business Employee, which may include the following, as applicable: employment applications; resumes; employment offer letters (external and internal hires); tax-withholding forms; performance reviews; time sheets; vacation dates; system and policy acknowledgments; employee acknowledgments; license documentation; corrective actions; and all other information required to be recorded by an employer pertaining to an employee under Laws.

“Pre-Closing Tax Period” means any taxable period ending on or before (and including) the Closing Date, and the portion of any Straddle Period ending on (and including) the Closing Date.

“Preliminary Allocation Schedule” has the meaning set forth in Section 9.1(a).

“Preliminary Financial Statements” has the meaning set forth in Section 4.4(a).

“Privileged Communications” has the meaning set forth in Section 11.18.

“Prohibited Modifications” has the meaning set forth in Section 6.16(a).

“QST” means the Québec sales tax imposed under the QSTA.

“QSTA” means Title 1 of An Act Respecting the Québec Sales Tax and the regulations made thereunder.

“Québec Business Employees” means those Business Employees employed by WFR Canada in the Province of Québec (including those on Leave) and whose employment is transferred by operation of, and continues on substantially similar terms and conditions of employment on and after the Closing Date with GATX or one of its Affiliates in accordance with Laws.

“R&WI Policy” has the meaning set forth in Section 6.12(a).

“Railcar Remarking Deadline” has the meaning set forth in Section 6.14(a).

“Railcar Remarking Obligations” has the meaning set forth in Section 6.14(a).

“Real Property Lease” means any lease, sublease, license or sublicense pursuant to which any member of the Seller Group or any of their Affiliates, as landlord, licensor, tenant, subtenant, licensee or sublicensee thereunder, leases, subleases, licenses or sublicenses real property used in the operation of the Business.

“Recovery Cost” has the meaning set forth in Section 8.3(d).

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“Reference Finance Equipment Tape” means that certain Finance Equipment Tape set forth in the .xls file titled “Reference Finance Equipment Tape – FINAL.xls” provided by JV Buyer to Seller (and acknowledged in writing (email being sufficient) as such by Seller) concurrently with the execution and delivery of this Agreement.

“Reference Operating Rail and Locomotive Equipment Tape” means that certain Operating Rail and Locomotive Equipment Tape set forth in the .xls file titled “Reference Operating Rail and Locomotive Equipment Tape – FINAL.xls” provided by JV Buyer to Seller (and acknowledged in writing (email being sufficient) as such by Seller) concurrently with the execution and delivery of this Agreement.

“Reference Tape Date” means April 1, 2025.

“Regulatory Remedy” has the meaning set forth in Section 6.5(e).

“Related to the Business” means primarily related to, primarily used by or in connection with, or primarily held for use by, the Transferred Assets and the Assumed Liabilities.

“Release” means any actual release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the environment, including the movement of any Hazardous Material through the air, soil, sediments, surface water, groundwater or other environmental medium.

“Remarking Deadline” has the meaning set forth in Section 6.14(a).

“Remarking Obligations” has the meaning set forth in Section 6.14(a).

“Representative” means, with respect to any Person, the directors, officers, principals, partners, managers, members, employees, advisors, agents, stockholders, consultants, independent accountants, investment bankers, counsel or other representatives of such Person and of such Person’s Affiliates.

“Required Information” means all financial and operating data, business and other pertinent information regarding the Business, the Transferred Assets and the Assumed Liabilities reasonably and timely requested in writing by Buyer and/or by GATX, including (i) the Historical Business Financial Statements, the Interim Business Financial Statements and the 2025 Business Financial Statements, as applicable, and the related MD&A Disclosure thereto, (ii) other information regarding the Business, the Transferred Assets and the Assumed Liabilities of the type customarily included in a bank information memorandum and/or an offering memorandum for a private placement of nonconvertible debt securities pursuant to Rule 144A and (iii) any financial information regarding the Business, the Transferred Assets and the Assumed Liabilities customarily included in any offering memorandum or prospectus related to a financing of the nature of the Financing, subject to the completion by such accountants of customary procedures relating thereto. Notwithstanding anything herein to the contrary, the Required Information shall not include any Excluded Information.

“Requisite Regulatory Approvals” means the Governmental Approvals set forth in Section 6.5(a) of the Seller Disclosure Schedule.

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“Restraint” has the meaning set forth in Section 7.1(a).

“Retained Books and Records” means all books, records, documents and other materials (in any form or medium) of, or maintained by, the Seller Group that are:

(a) emails, electronic or instant messages, chats on messaging platforms or outlook (or similar) calendars or contacts (whether or not related to the Business);

(b) books, records, documents and other materials to the extent that any Law or Order prohibits their transfer or disclosure to Buyers;

(c) books, records, documents and other materials (to the extent not solely and exclusively related to the Transferred Assets and Assumed Liabilities);

(d) with respect to secondary market sales, any books, records, documents and other materials, including any correspondence between the buyer and the seller (and guarantor, if applicable) in such sales (other than the final and executed definitive transaction documentation for such sales, which definitive transaction documentation shall be included in the Business Books and Records solely and exclusively to the extent related to the Transferred Assets (solely those contemplated by Section 2.1(a)–Section 2.1(o)) or Assumed Liabilities);

(e) customer authentication and system authentication data (such as a customer portal);

(f) personnel files or individually identifiable personnel information relating to employees of any member of the Seller Group or its Affiliates (excluding Personnel Records, which shall be transferred to GATX or one of its Affiliates in accordance with the terms hereof or as required by Law);

(g) information collected by any member of the Seller Group or its Affiliates (or its or their agents) for purposes of administering any Employee Benefit Plan;

(h) information of any member of the Seller Group or its Affiliates subject to legal privilege, including attorney-client privilege or attorney work product doctrine;

(i) each member of the Seller Group’s and its Affiliates’ record books containing minutes of meetings of its directors or shareholders or other corporate governance matters;

(j) employee training materials;

(k) legal, regulatory, compliance or other policies or procedures of any member of the Seller Group or its Affiliates;

(l) proprietary information of any member of the Seller Group or its Affiliates to the extent not solely and exclusively related to the Business;

(m) CSI or correspondence with any banking regulator; (n) to the extent not solely and exclusively related to the Business, correspondence with any other Governmental Entity (for the avoidance of doubt, excluding any CSI or correspondence with any banking regulator);

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(o) Tax Returns of any member of the Seller Group or its Affiliates and all books and records, including working papers, related thereto;

(p) other information related to Taxes of any member of the Seller Group or its Affiliates;

(q) personally identifiable information or data (including medical, financial and other personal information) concerning or relating to any individual person, including “non-public personal information” as that term is defined in the Gramm-Leach-Bliley Act, and implementing regulations, 15 U.S.C. § 6809(4) or “protected health information” as defined in 45 C.F.R. § 160.103, or “Personal Information” as defined in The California Consumer Privacy Act of 2018 (Cal. Civ. Code Division 3, Part 4, Title 1.81.5) or sensitive data of the type that would be identified by data loss prevention scans (such as admin usernames, passwords, internal network locations/URLs of data on security, AD-ENT IDs), owned by or in the possession of any member of the Seller Group or its Affiliates, in each case, other than used solely and exclusively in connection with the Business Books and Records;

(r) any Financial Crimes information that is (i) proprietary, (ii) representative of risk-based determinations, (iii) information that is subject to transfer restrictions under the terms of the vendor contracts of any member of the Seller Group or its Affiliates or (iv) not solely and exclusively related to the Business and not included in Personnel Records;

(s) data, information or records that, as of the Closing, are or were required to be deleted or destroyed in accordance with any member of the Seller Group’s or its Affiliates’, as applicable, bona fide record retention policies and procedures and which have been deleted and destroyed prior to the Closing; or

(t) internal audit and compliance reports of any member of the Seller Group and its Affiliates.

“Retained Liabilities” has the meaning set forth in Section 2.8.

“Review Period” has the meaning set forth in Section 2.15(a).

“RGC” means the Registrar General of Canada.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Sale Proceeds Shortfall” has the meaning set forth in Section 6.5(g).

“Sale Proceeds Shortfall Cars” has the meaning set forth in Section 6.5(g).

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“Sanctioned Jurisdiction” means at any time, any country or territory that is or has been (since April 24, 2019) the subject or target of any comprehensive sanctions or embargo under Trade Control Laws (which, as of the date hereof, is Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic regions of Ukraine and the non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine).

“Sanctioned Person” means any person that is the subject or target of Laws governing economic or financial sanctions, trade embargoes or export controls, or restrictions under Trade Control Laws, including: (a) any person listed on any list of restricted parties maintained by (i) the U.S. (including through OFAC, the Department of Commerce Bureau of Industry and Security, or the U.S. Department of State); (ii) the European Union or any European Union member state; or (iii) Canada; (b) any person located, organized or resident in a Sanctioned Jurisdiction; (c) any Governmental Entity or governmental instrumentality of any Sanctioned Jurisdiction or Venezuela; (d) any person that is, directly or indirectly, individually or in the aggregate, owned 50% or more, controlled by, or acting for the benefit or on behalf of, a person or persons described in the foregoing clauses (a), (b), or (c); or (e) any national of a Sanctioned Jurisdiction or person located in a Sanctioned Jurisdiction, in each case, with whom U.S. persons are prohibited from dealing.

“Scan and Filter” (and the correlated terms “Scanned and Filtered” and “Scanning and Filtering”) means the Seller Group’s review (including through automated and manual processes) of documents and information (including Business Books and Records) to remove or redact (a) information subject to legal privilege of the Seller Group or its Affiliates, including any attorney-client privilege and the attorney work product doctrine, (b) proprietary or confidential information of the Seller Group or its Affiliates (other than to the extent such information constitutes a Business Book and Record), (c) any confidential supervisory information or correspondence with any banking regulator, (d) any customer authentication and system authentication data (such as that contained in respect of a customer portal), (e) sensitive data of the type that would be identified by data loss prevention scans (such as admin usernames, passwords, internal network locations/URLs of data on security, AD-ENT IDs), (f) emails, electronic or instant messages, or chats on messaging platforms, and (g) information that the Seller Group is prohibited under Law from transferring to Buyers.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” has the meaning set forth in the Preamble.

“Seller Affiliate Financing Failure” has the meaning set forth in Section 8.1(f).

“Seller Affiliate Financing Source” has the meaning set forth in Section 8.1(f).

“Seller Disclosure Schedule” means the disclosure schedule delivered by Seller and Everen to JV Buyer concurrently with the execution and delivery hereof.

“Seller Election Cars” has the meaning set forth in Section 6.5(g).

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“Seller Fundamental Representations” means the representations and warranties of Seller and Everen set forth in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.4(a) (No Conflict or Violation), Section 4.2 (Transferred Assets) and Section 3.5 (Brokers).

“Seller Group” means, collectively, Seller, Everen and the Other Seller Group Entities.

“Seller Indemnified Parties” has the meaning set forth in Section 10.2(a).

“Seller Name” means any Trademark comprising or confusingly similar to “Wells Fargo” or any translation, adaptation, abbreviation or acronym of any of the foregoing or any associated logos (including the bold red square with white lettering and the stagecoach icon).

“Seller Regulatory Remedy” has the meaning set forth in Section 6.5(i).

“Seller Systems” means all software, computer hardware (whether general or special purpose, including computers, file servers, facsimile servers, scanners, color printers and laser printers, copiers, telecopy machines and other telecommunications equipment), electronic data processing, record keeping, telecommunications, networks, interfaces, platforms, servers, peripherals and computer systems, including any outsourced systems and processes that are owned or controlled by the Seller Group.

“Servicer” means GATX in its capacity as servicer under the B Buyer Debt Financing.

“Specified Indemnified Matters” has the meaning set forth in Section 10.1(b)(iv).

“Specified Marked Cars” has the meaning set forth in Section 6.14(a).

“Specified Marked Locomotive” has the meaning set forth in Section 6.14(a).

“Specified Marked Railcar” has the meaning set forth in Section 6.14(a).

“Specified Railcar Mark” means the railcar reporting marks “WFRX”, “WFIX” and “FURX”.

“Straddle Period” means a taxable period that includes but does not end on the Closing Date.

“Subject Railcars” means all of (a) the railcars owned, leased, licensed or managed by the Seller Group in respect of the Business and (b) railcars owned, leased, licensed or managed by GATX and its Affiliates (for the avoidance of doubt, excluding railcars contemplated by the foregoing clause (a)), taken together in the aggregate.

“Subsequent Action” has the meaning set forth in Section 11.13(c).

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“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (a) if a corporation, a majority of the (x) equity is owned or (y) total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof or (b) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be a, or control any, general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary and shall refer to any Subsidiaries that exist now or may be created in the future.

“Tax” or “Taxes” means all U.S. and Canadian federal, state, provincial, territorial or local or non-U.S. taxes, imposts, duties, charges, fees, levies or other assessments and other governmental charges of a similar nature (whether imposed directly or through withholding), including any income, excise, property, sales, use, occupation, transfer, conveyance, payroll or other employment-related tax, recapture, duties, license, registration, ad valorem, valued-added, social charges, social security, national insurance (or other similar contributions or payments), franchise, stamp taxes, taxes based upon or measured by capital stock, capital gains, net worth or gross receipts, custom duties and other taxes, together with any interest, fines, additions to tax or penalties applicable thereto.

“Tax Purchase Price” has the meaning set forth in Section 9.1(a).

“Tax Returns” means any return, declaration, statement, form, report, information return or other document (including attachments, schedules or any related or supporting information or any amendments) filed or required to be filed with any Taxing Authority with respect to Taxes.

“Taxing Authority” means any Governmental Entity responsible for or having jurisdiction over the administration, determination, collection or the imposition of any Tax.

“Termination Fee” means $275,000,000.

“Third Party” means any Person, other than Buyers, GATX, Seller, Everen or any of their respective Affiliates.

“Trade Control Laws” means any and all statutory and regulatory requirements, including Laws of the U.S. and all other jurisdictions in which the Seller Group does business, has done business, or is otherwise subject to in respect of the Business related to export controls, reexport, transfer, retransfer and import control, economic or financial sanctions, trade embargoes, boycotts, imports of goods and payments of customs duties and fees, including the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in Arms Regulations (22 CFR 120-130), the Export Administration Regulations (15 CFR 730-774), the Foreign Assets Control Regulations (31 CFR Parts 500-599), the Laws administered by the U.S. Customs and Border Protection (19 CFR Parts 1-199), and the anti-boycott laws and regulations administered by the U.S. Departments of Commerce and Treasury.

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“Trademarks” has the meaning set forth in the definition of “Intellectual Property Rights”.

“Transaction Documents” means this Agreement and the Ancillary Agreements.

“Transfer Restricted B Buyer Transferred Asset” means any B Buyer Transferred Asset that is (a) owned directly by a member of the Seller Group, but the assignment, transfer or conveyance thereof to B Buyer hereunder would, without the consent, waiver or approval of any Third Party, constitute a breach or other contravention thereof or violate any Law or Order (including any restrictions that would prevent the pledge thereof pursuant to the B Buyer Debt Financing) or (b) owned indirectly by a member of the Seller Group through a Leveraged Lease Vehicle.

“Transfer Taxes” has the meaning set forth in Section 9.4(a). Transfer Taxes include Canadian Transfer Taxes and Mexican Transfer Taxes.

“Transferred Assets” means, collectively, the JV Transferred Assets, the G Buyer Transferred Assets and the B Buyer Transferred Assets.

“Transferred Claims” means, collectively, the JV Transferred Claims, G Buyer Transferred Claims and B Buyer Transferred Claims.

“Transferred Contracts” means, collectively, the JV Transferred Contracts, the G Buyer Transferred Contracts and the B Buyer Transferred Contracts.

“Transferred Lease Agreements” has the meaning set forth in Section 2.3(b).

“Transferred Management Agreements” has the meaning set forth in Section 2.2(c).

“Transferred Marks Administration Agreements” means, collectively, the (a) JV Buyer Transferred Marks Administration Agreements, (b) the G Buyer Transferred Marks Administration Agreements and (c) the B Buyer Transferred Marks Administration Agreements.

“Transferred Reporting Marks” has the meaning set forth in Section 2.1(e).

“Transition Services Agreement” has the meaning set forth in Section 6.18(a).

“Treasury Regulations” means final or temporary regulations promulgated under the Code.

“TSA Consent” has the meaning set forth in Section 6.9(h).

“TSA End Date” means the last date of the term of the Transition Services Agreement (as specified therein).

“UCC” means the Uniform Commercial Code.

“Unwinding Process” has the meaning set forth in Section 6.9(f)(i).

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“Updated Allocation Schedule” has the meaning set forth in Section 9.1(b).

“U.S. Exemption Certificates” has the meaning set forth in Section 9.4(a).

“U.S. STB” means the U.S. Surface Transportation Board.

“U.S. Transferred Assets” has the meaning set forth in Section 9.1(a).

“Wells Fargo Global Program” means any global, North American or U.S. policies, initiatives, procedures or programs of the Seller Group and/or its Affiliates designed or intended to comply (or enhance compliance) with requirements and guidance under any Law or Order or any requirement, directive or instruction of any Governmental Entity. For the avoidance of doubt, any policy, initiative, procedure or program that is specifically targeted at, or primarily (relative to other business of the Seller Group and their Affiliates), relates to, the Business is not a “Wells Fargo Global Program”.

“WFEF Canada” has the meaning set forth in the Recitals.

“WFEF US” has the meaning set forth in the Recitals.

“WFR Canada” has the meaning set forth in the Recitals.

“WFRC” has the meaning set forth in the Recitals.

“WFRSH” has the meaning set forth in the Recitals.

ARTICLE II

PURCHASE AND SALE

Section 2.1. Sale and Purchase of the JV Transferred Assets. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Article VII, at the Closing, (x) Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to) sell, convey, transfer, assign and deliver to JV Buyer (or its designee), free and clear of any Liens (other than Permitted Liens), and (y) JV Buyer (or its designee) shall purchase, acquire, accept and assume from the Seller Group, all of the right, title and interest of the applicable member of the Seller Group, as of the Closing, in and to all of the following assets, properties and rights of the Seller Group, in each case, to the extent used or held for use in connection with the Business, whether tangible or intangible, real, personal or mixed (collectively, the “JV Transferred Assets” and, such sale, conveyance, transfer, assignment and delivery, the “JV Asset Sale”), except for the Excluded Assets:

(a) (i) the railcars that are (x) owned by any member of the Seller Group and (y) reflected on the Estimated Closing Operating Rail and Locomotive Equipment Tape as updated pursuant to Section 2.13 (if applicable), and after taking into account the addition and subtraction of railcars from the date of the Estimated Operating Rail and Locomotive Equipment Tape through the Closing and (ii) any other railcars that are owned by any member of the Seller Group as of the Closing that were not included on the Estimated Closing Operating Rail and Locomotive Equipment Tape (together with the assets in the immediately foregoing clause (i), collectively, the “Operating Rail Equipment”);

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(b) the Contracts pursuant to which any Operating Rail Equipment is leased or subleased by any member of the Seller Group (as lessor) to a Third Party (collectively, the “JV Transferred Lease Agreements”);

(c) the Contracts pursuant to which any railcars (other than Operating Rail Equipment or Finance Locomotive and Rail Equipment) are leased by any member of the Seller Group (as lessee) from a Third Party (collectively, the “JV Transferred Lessee Agreements”);

(d) the Contracts pursuant to which any Third Party manages any Operating Rail Equipment or railcars subject to any JV Transferred Lessee Agreements on behalf of any member of the Seller Group (collectively, the “JV Transferred Management Agreements”);

(e) the railroad reporting marks set forth on Section 2.1(e)(i) of the Seller Disclosure Schedule (collectively, the “Owned Reporting Marks”) and Section 2.1(e)(ii) of the Seller Disclosure Schedule (collectively, the “Licensed Reporting Marks” and together with the Owned Reporting Marks, the “Transferred Reporting Marks”);

(f) the Contracts pursuant to which any member of the Seller Group has purchased or sold any railcars classified as Operating Rail Equipment or for which any right, obligation or liability (including any post-closing covenants, warranties or indemnities) remains unsatisfied (the “JV Transferred Purchase and Sale Agreements”);

(g) the residual sharing agreements for any Operating Rail Equipment to which any member of the Seller Group is a party and for which any right, obligation or liability (including any post-closing covenants, warranties or indemnities) remains unsatisfied (the “JV Transferred Residual Sharing Agreements”);

(h) the Contracts pursuant to which (i) any member of the Seller Group is purchasing railcars from a Third Party or selling any Operating Rail Equipment to a Third Party (excluding under any JV Transferred Lease Agreement or B Buyer Transferred Lease Agreement), (ii) a Third Party is storing any Operating Rail Equipment, railcars subject to any JV Transferred Lessee Agreement, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment, (iii) a rail equipment repair facility is performing any maintenance or repair on any Operating Rail Equipment or railcars subject to any JV Transferred Lessee Agreement or (iv) a Third Party rail equipment scrapping facility will scrap Operating Rail Equipment or railcars subject to any JV Transferred Lessee Agreement, in each case, at the direction of the Business (collectively, the “Operating Rail Equipment Contracts”)

(i) the Contracts pursuant to which any Third Party performs reporting mark administrative services for any Operating Rail Equipment on behalf of any member of the Seller Group (collectively, the “JV Buyer Transferred Marks Administration Agreements” and, collectively with the JV Transferred Lease Agreements, JV Transferred Lessee Agreements, the JV Transferred Purchase and Sale Agreements, the JV Transferred Residual Sharing Agreements and the Operating Rail Equipment Contracts, the “JV Transferred Contracts”); provided, however, that the sale, conveyance, transfer, assignment and delivery of the JV Transferred Contracts contemplated by this Section 2.1 is subject to the terms of Section 6.9; (j) all accounts receivable, trade accounts and notes receivable and other amounts owed by Third Parties in respect of the Operating Rail Equipment, the Transferred Reporting Marks and the JV Transferred Contracts (the “JV Business Receivables”);

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(k) the Personnel Records;

(l) all causes of action, lawsuits, judgments, rights, claims, counterclaims, defenses and rights of set-off, contribution or reimbursement, refund, indemnities, hold-harmless, demands and similar rights for the benefit of any member of the Seller Group from Third Parties (in each case, of any nature arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent, and including all rights and claims under any and all warranties, representations, indemnities and guarantees made by suppliers, vendors, contractors, customers and licensors in favor of the Seller Group or any of its respective Affiliates) at any time to the extent related to any JV Transferred Assets (including the ownership, use, function or value of any JV Transferred Asset, whether arising by way of counterclaim) or otherwise or any JV Assumed Liabilities (collectively, the “JV Transferred Claims”);

(m) all insurance proceeds that the Seller Group has a right to receive solely in respect of any JV Transferred Asset to the extent not payable with respect to an Excluded Asset or Retained Liability;

(n) all credits, prepaid expenses, deferred charges, advance payments, security and other deposits, prepaid items and duties relating to the JV Transferred Assets or JV Assumed Liabilities (the “JV Business Deposits”); and

(o) the JV Buyer Books and Records.

Section 2.2. Sale and Purchase of the G Buyer Transferred Assets. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Article VII, at the Closing, (x) Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to) sell, convey, transfer, assign and deliver to G Buyer (or its designee), free and clear of any Liens (other than Permitted Liens), and (y) G Buyer (or its designee) shall purchase, acquire, accept and assume from the Seller Group, all of the right, title and interest of the applicable member of the Seller Group, as of the Closing, in and to all of the following assets, properties and rights of the Seller Group, in each case, to the extent used or held for use in connection with the Business, whether tangible or intangible, real, personal or mixed (collectively, the “G Buyer Transferred Assets” and, such sale, conveyance, transfer, assignment and delivery, the “G Buyer Asset Sale”), except for the Excluded Assets:

(a) (i) the locomotives that are (x) owned by any member of the Seller Group and (y) reflected on the Estimated Closing Operating Rail and Locomotive Equipment Tape as updated pursuant to Section 2.13 (if applicable), and after taking into account the addition and subtraction of locomotives from the date of the Estimated Operating Rail and Locomotive Equipment Tape through the Closing and (ii) any other locomotives that are owned by any member of the Seller Group as of the Closing that were not included on the Operating Rail and Locomotive Equipment Tape as of Closing (together with the assets in the immediately foregoing clause (i), collectively, the “Operating Locomotive Equipment”); (b) the Contracts pursuant to which any Operating Locomotive Equipment is leased or subleased by any member of the Seller Group (as lessor) to a Third Party (collectively, the “G Buyer Transferred Lease Agreements”);

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(c) the Contracts pursuant to which (i) any member of the Seller Group manages any Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment on behalf of a Third Party and (ii) any Third Party manages any Operating Locomotive Equipment on behalf of any member of the Seller Group (collectively, the “G Buyer Transferred Management Agreements”);

(d) the Contracts pursuant to which (i) a rail equipment repair facility is performing any maintenance or repair on any Operating Locomotive Equipment or (ii) a Third Party rail equipment scrapping facility will scrap Operating Locomotive Equipment at the direction of the Business (collectively, the “Locomotive Equipment Contracts”);

(e) the Contracts pursuant to which any member of the Seller Group has purchased or sold any locomotives classified as Operating Rail Equipment for which any right, obligation or liability (including any post-closing covenants, warranties or indemnities) remains unsatisfied (the “G Buyer Transferred Purchase and Sale Agreements”);

(f) the Contracts pursuant to which (w) any member of the Seller Group performs reporting mark administrative services for any locomotive or railcar on behalf of a Third Party, (x) any member of the Seller Group licenses Transferred Reporting Marks to a Third Party, (y) any member of the Seller Group licenses Licensed Reporting Marks and (z) any Third Party performs reporting mark administrative services for any Operating Locomotive Equipment (collectively, the “G Buyer Transferred Marks Administration Agreements”, and together with the G Buyer Transferred Lease Agreements, the G Buyer Transferred Management Agreements, the Locomotive Equipment Contracts and the G Buyer Transferred Purchase and Sale Agreements, the “G Buyer Transferred Contracts”); provided, however, that the sale, conveyance, transfer, assignment and delivery of the G Buyer Transferred Contracts contemplated by this Section 2.1(f) is subject to the terms of Section 6.9;

(g) all accounts receivable, trade accounts and notes receivable and other amounts owed by Third Parties in respect of the Operating Locomotive Equipment and the G Buyer Transferred Contracts (the “G Buyer Business Receivables”);

(h) all causes of action, lawsuits, judgments, rights, claims, counterclaims, defenses and rights of set-off, contribution or reimbursement, refund, indemnities, hold-harmless, demands and similar rights for the benefit of any member of the Seller Group from Third Parties (in each case, of any nature arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent, and including all rights and claims under any and all warranties, representations, indemnities and guarantees made by suppliers, vendors, contractors, customers and licensors in favor of the Seller Group or any of its respective Affiliates) at any time to the extent related to any G Buyer Transferred Assets (including the ownership, use, function or value of any G Buyer Transferred Asset, whether arising by way of counterclaim) or otherwise or any G Buyer Assumed Liabilities (collectively, the “G Buyer Transferred Claims”); (i) all insurance proceeds that the Seller Group has a right to receive solely in respect of any G Buyer Transferred Asset to the extent not payable with respect to an Excluded Asset or Retained Liability;

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(j) all credits, prepaid expenses, deferred charges, advance payments, security and other deposits, prepaid items and duties relating to the G Buyer Transferred Assets or G Buyer Assumed Liabilities (the “G Buyer Business Deposits”);

(k) any parts, accessories and appurtenances related to the Operating Rail Equipment, Operating Locomotive Equipment and/or Finance Locomotive and Rail Equipment; and

(l) the G Buyer Books and Records.

Section 2.3. Sale and Purchase of the B Buyer Transferred Assets. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Article VII, at the Closing, (x) Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to) sell, convey, transfer, assign and deliver to B Buyer (or its designee), free and clear of any Liens (other than Permitted Liens), and (y) B Buyer (or its designee) shall purchase, acquire, accept and assume from the Seller Group, all of the right, title and interest of the applicable member of the Seller Group, as of the Closing, in and to all of the following assets, properties and rights of the Seller Group, in each case, to the extent used or held for use in connection with the Business, whether tangible or intangible, real, personal or mixed (collectively, the “B Buyer Transferred Assets” and, such sale, conveyance, transfer, assignment and delivery, the “B Buyer Asset Sale” and, together with the G Buyer Asset Sale and JV Asset Sale, the “Asset Sale”), except for the Excluded Assets:

(a) the railcars and locomotives that are (i) (x) owned directly by a member of the Seller Group or (y) owned indirectly by a member of the Seller Group through a residual interest in a trust, special purpose vehicle or any other similar arrangement used to enter into leveraged lease transactions (any such trust, special purpose vehicle or arrangement, a “Leveraged Lease Vehicle”) and (z) reflected on the Estimated Closing Finance Equipment Tape as updated pursuant to Section 2.13 (if applicable), and after taking into account the addition and subtraction of locomotives and railcars from the date of the Estimated Finance Equipment Tape through the Closing (the foregoing clauses (i) and (ii), collectively, the “Finance Locomotive and Rail Equipment”);

(b) the Contracts pursuant to which any Finance Locomotive and Rail Equipment is leased or subleased by any member of the Seller Group or any Leveraged Lease Vehicle (in each case, as lessor) to a Third Party (collectively, the “B Buyer Transferred Lease Agreements” and, together with the JV Transferred Lease Agreements and G Buyer Transferred Lease Agreements, the “Transferred Lease Agreements”); provided, however, that the sale, conveyance, transfer, assignment and delivery of the B Buyer Transferred Lease Agreements contemplated by this Section 2.3 is subject to the terms of Section 6.9; (c) the Contracts pursuant to which (i) a rail equipment repair facility is performing any maintenance or repair on any Finance Locomotive and Rail Equipment or (ii) a Third Party rail equipment scrapping facility will scrap Finance Locomotive and Rail Equipment at the direction of the Business (collectively, the “Finance Equipment Contracts”);

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(d) the Contracts pursuant to which any member of the Seller Group or any Leveraged Lease Vehicle has purchased or sold any railcars or locomotives classified as Finance Locomotive and Rail Equipment for which any right, obligation or liability (including any post-closing covenants, warranties or indemnities) remains unsatisfied (the “B Buyer Transferred Purchase and Sale Agreements”);

(e) the Contracts pursuant to which any Third Party manages any Finance Locomotive and Rail Equipment on behalf of any member of the Seller Group or any Leveraged Lease Vehicle (collectively, the “B Buyer Transferred Management Agreements”);

(f) the Contracts pertaining to any residual interest owned by any member of the Seller Group in any Leveraged Lease Vehicle (the “B Buyer Residual Interest Contracts”)

(g) the Contracts Pursuant to which any Third Party performs reporting mark administrative services for any Finance Locomotive and Rail Equipment on behalf of any member of the Seller Group (collectively, the “B Buyer Transferred Marks Administration Agreements” and together with the Finance Equipment Contracts, the B Buyer Transferred Lease Agreements, the B Buyer Transferred Purchase and Sale Agreements, the B Buyer Transferred Management Agreements and the B Buyer Residual Interest Contracts, the “B Buyer Transferred Contracts”);

(h) all accounts receivable, trade accounts and notes receivable and other amounts owed by Third Parties in respect of the B Buyer Transferred Lease Agreements (the “B Buyer Business Receivables”);

(i) all causes of action, lawsuits, judgments, rights, claims, counterclaims, defenses and rights of set-off, contribution or reimbursement, refund, indemnities, hold-harmless, demands and similar rights for the benefit of any member of the Seller Group or any Leveraged Lease Vehicle from Third Parties (in each case, of any nature arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent, and including all rights and claims under any and all warranties, representations, indemnities and guarantees made by suppliers, vendors, contractors, customers and licensors in favor of the Seller Group or any of its respective Affiliates (including any Leveraged Lease Vehicle)) at any time to the extent related to any B Buyer Transferred Assets (including the ownership, use, function or value of any B Buyer Transferred Asset, whether arising by way of counterclaim) or otherwise or any B Buyer Assumed Liabilities (collectively, the “B Buyer Transferred Claims”);

(j) all insurance proceeds that the Seller Group has a right to receive solely in respect of any B Buyer Transferred Asset to the extent not payable with respect to an Excluded Asset or Retained Liability; (k) all credits, prepaid expenses, deferred charges, advance payments, security and other deposits, prepaid items and duties relating to the B Buyer Transferred Assets or B Buyer Assumed Liabilities (the “B Buyer Business Deposits”); and

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(l) the B Buyer Books and Records.

Section 2.4. Excluded Assets. Notwithstanding anything herein to the contrary (including Section 2.1, Section 2.2 and Section 2.3), Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to), as applicable, retain all of their right, title and interest in and to, and JV Buyer, G Buyer and B Buyer shall not purchase, acquire, accept or assume, and the Transferred Assets shall not include, any of the following (collectively, the “Excluded Assets”):

(a) all Contracts of any member of the Seller Group and its Affiliates, other than the Transferred Contracts;

(b) all assets, property and equipment of any member of the Seller Group and its Affiliates, other than the Transferred Assets;

(c) all Tax assets of any member of the Seller Group (including Tax refunds and prepayments, Tax credits, Tax rebates or similar payments relating to Taxes including any interest received thereon from the applicable Taxing Authority) attributable to Taxes paid or otherwise borne by the Seller Group with respect to a Pre-Closing Tax Period, and all other Tax assets (including Tax refunds and payments, Tax credits, Tax rebates or similar payments relating to Taxes) with respect to any Excluded Asset or Retained Liability;

(d) all Tax Returns of any member of the Seller Group and its Affiliates, other than sales, use and Property Tax Returns relating solely and exclusively to the Transferred Assets or the Business filed within three (3) years preceding the Closing Date, and all books and records (including working papers) related thereto;

(e) all assets and properties in respect of Employee Benefit Plans, including all rights in connection with and assets funding any obligation under each Employee Benefit Plan;

(f) all insurance policies of any member of the Seller Group or any of their respective Affiliates and, except as expressly contemplated by, and subject to, Section 2.1(m), Section 2.2(i) or Section 2.3(j), rights of any member of the Seller Group or any of their respective Affiliates to insurance proceeds under any insurance policy;

(g) all credits, prepaid expenses, deferred charges, advance payments, security and other deposits, prepaid items and duties, other than the JV Business Deposits, the G Buyer Business Deposits and the B Buyer Business Deposits;

(h) all cash, cash equivalents and securities;

(i) all Intercompany Receivables to the extent not settled, repaid in full, cancelled or terminated at or prior to the Closing; (k) all licenses, charters and legal entities of any member of the Seller Group and its Affiliates and any ownership interests of or held by any member of the Seller Group and its Affiliates in any Person;

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(j) all Seller Systems;

(l) all rights to any refunds, claims, causes of action (including counterclaims), indemnity, contribution, reimbursement, rights of set-off, rights of recoupment and defenses against any Third Party, other than the JV Transferred Claims, the G Buyer Transferred Claims and the B Buyer Transferred Claims;

(m) any rights of any member of the Seller Group or any of their respective Affiliates, in any Real Property Leases and Owned Real Property;

(n) all Retained Books and Records;

(o) any Permit held by any member of the Seller Group;

(p) any right in or to any Intellectual Property Rights of any member of the Seller Group or their respective Affiliates (except any right as expressly set forth in Section 6.4(b) with respect to Retained Books and Records), including any Seller Name (other than the Owned Reporting Marks);

(q) bank accounts and safe deposit boxes of any member of the Seller Group;

(r) all rights of any member of the Seller Group under this Agreement or the Transaction Documents or any document contemplated hereby or thereby;

(s) all assets and properties that any member of the Seller Group or any of its Affiliates are required by Law or Order to retain;

(t) any asset set forth on Section 2.4(t) of Seller Disclosure Schedule; and

(u) any railcars or locomotives purchased, to be purchased or ordered by any member of the Seller Group after the Reference Tape Date that would have been Finance Locomotive and Rail Equipment and set forth on the Reference Finance Equipment Tape had they been purchased by the Seller Group as of the Reference Tape Date.

Section 2.5. Assumption of JV Liabilities. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Article VII, at the Closing, JV Buyer agrees to assume, perform, satisfy and discharge when due, the following Liabilities of the Seller Group and their respective Affiliates, except for the Retained Liabilities (collectively, the “JV Assumed Liabilities”):

(a) all Liabilities to the extent relating to, resulting from or arising out of the JV Transferred Assets to the extent arising from events, facts, circumstances or developments occurring on or after the Closing, including (i) all Liabilities arising under the terms (or from the performance) of the JV Transferred Contracts, and (ii) all trade accounts and notes payable and other miscellaneous payables of the Seller Group arising under the JV Transferred Contracts (other than as contemplated by the following subclause (b)); (b) all JV Owed Business Payments and all Liabilities included in JV Non-Rail Working Capital; and

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(c) any Transfer Taxes that are the responsibility of JV Buyer pursuant to Section 9.4.

Section 2.6. Assumption of G Buyer Liabilities. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Article VII, at the Closing, G Buyer agrees to assume, perform, satisfy and discharge when due, the following Liabilities of the Seller Group and their respective Affiliates, except for the Retained Liabilities (collectively, the “G Buyer Assumed Liabilities”):

(a) all Liabilities to the extent relating to, resulting from or arising out of the G Buyer Transferred Assets to the extent arising from events, facts, circumstances or developments occurring on or after the Closing, including (i) all Liabilities arising under the terms (or from the performance) of the G Buyer Transferred Contracts, and (ii) all trade accounts and notes payable and other miscellaneous payables of the Seller Group arising under the G Buyer Transferred Contracts (other than as contemplated by the following subclause (b));

(b) all G Buyer Owed Business Payments and all Liabilities included in G Buyer Non-Rail Working Capital; and

(c) any Transfer Taxes that are the responsibility of G Buyer pursuant to Section 9.4.

Section 2.7. Assumption of B Buyer Liabilities. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Article VII, at the Closing, B Buyer agrees to assume, perform, satisfy and discharge when due, the following Liabilities of the Seller Group and their respective Affiliates, except for the Retained Liabilities (collectively, the “B Buyer Assumed Liabilities”):

(a) all Liabilities to the extent relating to, resulting from or arising out of the B Buyer Transferred Assets to the extent arising from events, facts, circumstances or developments occurring on or after the Closing, including (i) all Liabilities arising under the terms (or from the performance) of the B Buyer Transferred Contracts and (ii) all trade accounts and notes payable and other miscellaneous payables of the Seller Group arising under the B Buyer Transferred Contracts (other than as contemplated by the following subclause (b));

(b) all B Buyer Owed Business Payments and all Liabilities included in B Buyer Non-Rail Working Capital; and

(c) any Transfer Taxes that are the responsibility of B Buyer pursuant to Section 9.4.

Notwithstanding anything herein to the contrary, the foregoing Section 2.5, Section 2.6 and Section 2.7, in each case, do not (and are not intended to) waive, relieve, release, discharge, alter or terminate any Liabilities expressly retained or assumed by Seller, Everen or any of their respective Affiliates pursuant to the terms of this Agreement or any other Transaction Document to which Seller, Everen or any of their respective Affiliates are a party.

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Section 2.8. Retained Liabilities. Notwithstanding anything herein to the contrary (including Section 2.5, Section 2.6 and Section 2.7), Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to), as applicable, retain and be responsible for, and Buyers shall not assume, accept, perform, satisfy, discharge or be obligated for, whether or not arising from or relating to the Transferred Assets, regardless of when arising, any of the following Liabilities (collectively, the “Retained Liabilities”):

(a) all Liabilities not relating to, resulting from or arising out of the Transferred Assets;

(b) all Liabilities to the extent relating to, resulting from or arising out of the Transferred Assets to the extent arising from events, facts, circumstances or developments occurring before the Closing, including all Liabilities arising under the terms (or from the performance) of the Transferred Contracts to the extent arising from events, facts, circumstances or developments occurring before the Closing;

(c) all Liabilities to the extent relating to, resulting from or arising out of the Excluded Assets, including all Liabilities arising under the terms of any Contract that is not a Transferred Contract;

(d) all Employee Liabilities;

(e) any Liability of any member of the Seller Group relating to, resulting from or arising out of the execution, delivery or performance of this Agreement or the Transaction Documents or any document contemplated hereby or thereby;

(f) any and all Indebtedness of any member of the Seller Group or any of their respective Affiliates;

(g) any and all Liabilities in respect of any Action, audit, review, inquiry, examination or investigation, whether class, individual or otherwise in nature, in law or in equity, whether or not presently threatened, asserted or pending, to the extent relating to, resulting from or arising out of (i) the Business or the ownership, operation or conduct of the Transferred Assets, in each case, to the extent arising from events, facts, circumstances or developments occurring before the Closing (subject to Section 2.5, Section 2.6 and Section 2.7); or (ii) the ownership, operation or conduct of the Excluded Assets (whether arising from events, facts, circumstances or developments occurring before, on or after the Closing);

(h) all Intercompany Payables to the extent not settled, repaid in full, cancelled or terminated at or prior to the Closing; and

(i) all Liabilities for Taxes of or with respect to (i) the Seller Group or its Affiliates related to any taxable period (including any Taxes of the Seller Group or any of its Affiliates arising in connection with any payment made or deemed made pursuant to this Agreement from which the amounts required to be withheld under applicable Law were not so withheld) (ii) any amounts required to be withheld under the ITA in connection with the Asset Sale and any provincial Taxes imposed on a member of the Seller Group, (iii) any consolidated, affiliated, combined, unitary or other similar group which includes or included any member of the Seller Group or its Affiliates as a member, (iv) any Excluded Asset, and (v) the Transferred Assets or the Business related to the Pre-Closing Tax Period (determined in accordance with Section 9.5) (in each case, other than those Taxes specifically allocated to Buyer pursuant to the terms hereof).

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Notwithstanding anything herein to the contrary, the foregoing in this Section 2.8 does not (and is not intended to) waive, relieve, release, discharge, alter or terminate any Liabilities of any Buyer (or any of their Affiliates) that such Buyer (or its Affiliates) expressly assumes pursuant to the terms of this Agreement or any other Transaction Document to which such Buyer (or its Affiliates) is a party.

Section 2.9. Closing. The purchase and sale of the Transferred Assets and assumption of the Assumed Liabilities contemplated hereby (the “Closing”) shall take place at 9:00 a.m. (by the electronic exchange of fully executed documents contemplated hereby to be exchanged or delivered at the Closing or as otherwise agreed by the Parties), on (a) the first calendar day of the month immediately following the month during which the last of the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 (other than those conditions to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) is satisfied or waived; provided that, if the foregoing would require the Closing to occur less than five (5) Business Days after the date the last of such conditions were satisfied or waived (other than those conditions that by their nature must be satisfied at the Closing), the Closing shall instead occur on the first calendar day of the second month immediately following the month during which the last of such conditions were satisfied or waived, or (b) any other date as mutually agreed by Seller and JV Buyer; provided, further, that if the foregoing would require the Closing to occur on a calendar day that is not a Business Day, notwithstanding anything herein to the contrary, the Parties shall (x) cooperate in good faith to effect the funding of the Financing to occur into a Third Party escrow account on or prior to the Business Day immediately preceding the Closing Date (pursuant to a joint instruction escrow agreement in form and substance mutually acceptable to the Parties and with a Third Party escrow agent mutually acceptable to the Parties) and (y) deliver a joint written instruction to such escrow agent instructing the release of such funds from such escrow to Seller (or its designee) on the first Business Day immediately following the Closing Date; provided, further, however, notwithstanding anything herein to the contrary, in no event shall the Closing Date be required to occur after the Outside Date (or, solely if the Outside Date is extended to the Extended Outside Date pursuant to the first proviso of Section 8.1(d), after the Extended Outside Date) after giving effect to this Section 2.9. The actual date of the Closing is referred to herein as the “Closing Date.” The Closing shall be deemed effective as of the Measurement Time.

Section 2.10. Purchase Price.

(a) The aggregate purchase price for the JV Asset Sale (the “JV Buyer Purchase Price”) shall be an amount in cash equal to:

(i) Base JV Buyer Purchase Price; plus (ii) if the Adjusted Operating Rail Net Book Value is greater than the Base JV Buyer Purchase Price, the amount by which the Adjusted Operating Rail Net Book Value exceeds the Base JV Buyer Purchase Price; minus

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(iii) if the Adjusted Operating Rail Net Book Value is less than the Base JV Buyer Purchase Price, the amount by which the Base JV Buyer Purchase Price exceeds the Adjusted Operating Rail Net Book Value; plus

(iv) if the JV Non-Rail Working Capital is a positive amount, the JV Non-Rail Working Capital; minus

(v) if the JV Non-Rail Working Capital is a negative amount, the absolute value of the JV Non-Rail Working Capital.

(b) The aggregate purchase price for the G Buyer Asset Sale (the “G Buyer Purchase Price”) shall be an amount in cash equal to:

(i) Base G Buyer Purchase Price; plus

(ii) if the Adjusted Locomotive Net Book Value is greater than the Base G Buyer Purchase Price, the amount by which the Adjusted Locomotive Net Book Value exceeds the Base G Buyer Purchase Price; minus

(iii) if the Adjusted Locomotive Net Book Value is less than the Base G Buyer Purchase Price, the amount by which the Base G Buyer Purchase Price exceeds the Adjusted Locomotive Net Book Value; plus

(iv) if the G Buyer Non-Rail Working Capital is a positive amount, the G Buyer Non-Rail Working Capital; minus

(v) if the G Buyer Non-Rail Working Capital is a negative amount, the absolute value of the G Buyer Non-Rail Working Capital.

(c) The aggregate purchase price for the B Buyer Asset Sale (the “B Buyer Purchase Price”) shall be an amount in cash equal to:

(i) Base B Buyer Purchase Price; plus

(ii) if the Adjusted Finance Net Purchase Price Adjustment is a positive number, the amount of the Adjusted Finance Net Purchase Price Adjustment; minus

(iii) if the Adjusted Finance Net Purchase Price Adjustment is a negative number, the absolute value of the amount of the Adjusted Finance Net Purchase Price Adjustment; plus

(iv) if the B Buyer Non-Rail Working Capital is a positive amount, the B Buyer Non-Rail Working Capital, minus (v) if the B Buyer Non-Rail Working Capital is a negative amount, the absolute value of the B Buyer Non-Rail Working Capital.

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(d) The aggregate purchase price for the Asset Sale (the “Aggregate Purchase Price”) shall be an amount in cash equal to the sum of (i) the JV Buyer Purchase Price, plus (ii) the G Buyer Purchase Price, plus (iii) the B Buyer Purchase Price, in each case as determined in accordance with this Section 2.10.

(e) All estimations, calculations and determinations of Adjusted Operating Rail Net Book Value, Adjusted Locomotive Net Book Value, Adjusted Finance Net Purchase Price Adjustment, JV Non-Rail Working Capital, G Buyer Non-Rail Working Capital and B Buyer Non-Rail Working Capital for purposes hereof shall be made in accordance with the definitions herein and the JV Buyer Accounting Principles, G Buyer Accounting Principles and B Buyer Accounting Principles, as applicable, and shall be consistent in format with each of the JV Buyer Reference Statement, G Buyer Reference Statement and B Buyer Reference Statement, as applicable.

(f) Buyers shall not have any right of set-off against, deduction from or suspension of payment of (i) the Estimated Aggregate Purchase Price at Closing or (ii) any adjustment made thereto pursuant to Section 2.16.

Section 2.11. Seller Closing Deliverables.

(a) At the Closing, Seller shall deliver, or cause to be delivered, to JV Buyer (or one or more wholly-owned Subsidiaries designated by JV Buyer):

(i) a counterpart signature page, duly executed by the applicable members of the Seller Group, to one or more Instruments of Assignment with respect to the JV Transferred Assets, dated as of the Closing Date;

(ii) a certificate of an authorized officer of each of Seller and Everen, dated as of the Closing Date, stating that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(d) have been satisfied;

(iii) a counterpart signature page to the Transition Services Agreement, duly executed by Seller; and

(iv) a properly completed and executed IRS Form W-9 or applicable IRS Form W-8 with respect to each of Seller and Everen; provided that, if any Seller or Everen fails to deliver any such certificate or form, the sole recourse of JV Buyer shall be to withhold to the extent required by applicable Tax Law.

(b) At the Closing, Seller shall deliver, or cause to be delivered, to G Buyer:

(i) a counterpart signature page, duly executed by the applicable members of the Seller Group, to one or more Instruments of Assignment with respect to the G Buyer Transferred Assets, dated as of the Closing Date; and (ii) a properly completed and executed IRS Form W-9 with respect to each of Seller and Everen; provided that, if any Seller or Everen fails to deliver any such certificate or form, the sole recourse of G Buyer shall be to withhold to the extent required by applicable Tax Law.

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(c) At the Closing, Seller shall deliver, or cause to be delivered, to B Buyer:

(i) a counterpart signature page, duly executed by the applicable members of the Seller Group, to one or more Instruments of Assignment with respect to the B Buyer Transferred Assets, dated as of the Closing Date;

(ii) a properly completed and executed IRS Form W-9 with respect to each of Seller and Everen; provided that, if any Seller or Everen fails to deliver any such certificate or form, the sole recourse of B Buyer shall be to withhold to the extent required by applicable Tax Law; and

(iii) a counterpart signature page, duly executed by the applicable members of the Seller Group, to the Participation Agreement, a draft of which is attached hereto as Exhibit G (the “Participation Agreement”), dated as of the Closing Date.

(d) At the Closing, Seller and Everen shall deliver, or cause to be delivered, to Buyers all of the Financial Statements and the related MD&A Disclosure, in each case, required to be delivered as of the Closing pursuant to Section 6.21 and, in each case, such Financial Statements shall be Compliant as of the Closing.

Section 2.12. Buyer Closing Deliverables

(a) At the Closing, JV Buyer shall deliver, or cause to be delivered to:

(i) Seller (or its designee) the Estimated JV Buyer Purchase Price, as set forth in the Estimated Closing Statement delivered pursuant to Section 2.13 (to an account or accounts designated by Seller in writing at least five (5) Business Days prior to the Closing) by wire transfer of immediately available funds;

(ii) Seller and Everen, a certificate of an authorized officer of JV Buyer, dated as of the Closing Date, stating that, solely with respect to itself, the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied; and

(iii) Seller, a counterpart signature page, duly executed by Buyer, to one or more Instruments of Assignment with respect to the JV Transferred Assets, dated as of the Closing Date.

(b) At the Closing, G Buyer shall deliver, or cause to be delivered to:

(i) Seller (or its designee) the Estimated G Buyer Purchase Price, as set forth in the Estimated Closing Statement delivered pursuant to Section 2.13 (to an account or accounts designated by Seller in writing at least five (5) Business Days prior to the Closing) by wire transfer of immediately available funds; (ii) Seller and Everen, a certificate of an authorized officer of G Buyer, dated as of the Closing Date, stating that, solely with respect to itself, the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied;

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(iii) Seller and Everen, a certificate of an authorized officer of GATX, dated as of the Closing Date, stating that, solely with respect to GATX, the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied;

(iv) Seller, a counterpart signature page, duly executed by G Buyer, to one or more Instruments of Assignment with respect to the G Buyer Transferred Assets, dated as of the Closing Date; and

(v) Seller, a counterpart signature page to the Transition Services Agreement, duly executed by GATX.

(c) At the Closing, B Buyer shall deliver, or cause to be delivered to:

(i) Seller (or its designee) the Estimated B Buyer Purchase Price, as set forth in the Estimated Closing Statement delivered pursuant to Section 2.13 (to an account or accounts designated by Seller in writing at least five (5) Business Days prior to the Closing) by wire transfer of immediately available funds;

(ii) Seller and Everen, a certificate of an authorized officer of B Buyer, dated as of the Closing Date, stating that, solely with respect to itself, the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied;

(iii) Seller, a counterpart signature page, duly executed by B Buyer, to one or more Instruments of Assignment with respect to the B Buyer Transferred Assets, dated as of the Closing Date; and

(iv) Seller, a counterpart signature page, duly executed by B Buyer, to the Participation Agreement, dated as of the Closing Date.

Section 2.13. Estimated Closing Statement.

(a) Seller shall prepare and deliver (or cause to be prepared and delivered) to JV Buyer, at least five (5) Business Days prior to the Closing Date, a written statement that includes (I) the updated Operating Rail and Locomotive Equipment Tape (the “Estimated Closing Operating Rail and Locomotive Equipment Tape”) and (II) the updated Finance Equipment Tape (the “Estimated Closing Finance Equipment Tape”), in each case, as of 12:01 a.m. on the first calendar date of the month immediately preceding the month in which the Closing Date occurs (Seller shall prepare and deliver (or cause to be prepared and delivered) to JV Buyer, at least fifteen (15) Business Days prior to the Closing Date, the Estimated Closing Operating Rail and Locomotive Equipment Tape and the Estimated Closing Finance Equipment Tape) and setting forth Seller’s good faith estimate (as of the Measurement Time) of (i) the Adjusted Operating Rail Net Book Value (the “Estimated Adjusted Operating Rail Net Book Value”), (ii) the Adjusted Locomotive Net Book Value (the “Estimated Adjusted Locomotive Net Book Value”), (iii) the Adjusted Finance Net Purchase Price Adjustment (the “Estimated Adjusted Finance Net Purchase Price Adjustment”), (iv) the JV Non-Rail Working Capital (the “Estimated JV Non-Rail Working Capital”), (v) the G Buyer Non-Rail Working Capital (the “Estimated G Buyer Non-Rail Working Capital”), (vi) the B Buyer Non-Rail Working Capital (the “Estimated B Buyer Non-Rail Working Capital”) and (vii) accordingly, the resulting (w) JV Buyer Purchase Price (the “Estimated JV Buyer Purchase Price”), (x) G Buyer Purchase Price (the “Estimated G Buyer Purchase Price”), (y) B Buyer Purchase Price (the “Estimated B Buyer Purchase Price”) and (z) the Aggregate Purchase Price (the “Estimated Aggregate Purchase Price”) (including all line items required to calculate the foregoing) (collectively, the “Estimated Closing Statement”).

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The Estimated Closing Statement shall be prepared in a format consistent with the JV Buyer Reference Statement, G Buyer Reference Statement and B Buyer Reference Statement.

(b) After delivery of the Estimated Closing Statement and until the Measurement Time, subject to Section 6.3(b) and the execution of any customary documentation (if any) reasonably requested by the external accountants of Seller or its Affiliates relating to access to work papers, JV Buyer and its accountants and other representatives (i) shall be permitted reasonable access during normal business hours to review Seller’s and the Seller Group’s books and records and any work papers that were used in the preparation of the Estimated Closing Statement (in each case, solely and exclusively with respect to the Transferred Assets and Assumed Liabilities) and (ii) may make reasonable inquiries of Seller (solely and exclusively with respect to the Transferred Assets and Assumed Liabilities), the Seller Group and their accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and Seller shall use commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. Seller shall consider in good faith revising the Estimated Closing Statement to reflect any reasonable comments made by JV Buyer (if any) thereon that are consistent with the applicable Accounting Principles and applicable definitions herein; provided that Seller is not required, compelled or obligated to revise the Estimated Closing Statement to reflect any comments made by Buyer (if any) thereon and, if there is any disagreement regarding the Estimated Closing Statement, the Closing shall proceed on the date required by Section 2.9 on the basis of the Estimated Closing Statement delivered by Seller (as it may have been adjusted by Seller in accordance with this Section 2.13). It is understood and agreed that, without the mutual consent of all the Parties, (A) no asset that was included on the Reference Operating Rail and Locomotive Equipment Tape shall be moved to the updated Finance Equipment Tape on account of reclassification or otherwise and (B) no asset that was included on the Reference Finance Equipment Tape shall be moved to the updated Operating Rail and Locomotive Equipment Tape on account of reclassification or otherwise. Notwithstanding anything herein to the contrary (including the immediately precedent sentence), if, by no later than three (3) Business Days prior to the Closing, JV Buyer, G Buyer and B Buyer provide joint written notice to Seller identifying certain assets set forth on (I) the Estimated Closing Operating Rail and Locomotive Equipment Tape that were on the Reference Finance Equipment Tape or (II) the Estimated Closing Finance Equipment Tape that were on the Reference Operating Rail and Locomotive Equipment Tape, then Seller shall update such tapes to correct such mis-listing of assets pursuant to any such joint written instruction in respect of such assets and deliver such updated tapes to Buyers by no later than one (1) Business Day prior to the Closing.

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Section 2.14. Closing Statement.

(a) As soon as reasonably practicable following the Closing Date (and, in any event, not later than ninety (90) days following the Closing Date), JV Buyer shall prepare and deliver to Seller a written statement (the “Initial Closing Statement”) that includes the Operating Rail and Locomotive Equipment Tape and the Finance Equipment Tape, in each case, as of the Measurement Time (the “Initial Operating Rail and Locomotive Equipment Tape” and the “Initial Finance Equipment Tape”, respectively) and sets forth Buyer’s good faith determination of (A) the Adjusted Operating Rail Net Book Value (the “Initial Adjusted Operating Rail Net Book Value”), (B) the Adjusted Locomotive Net Book Value (the “Initial Adjusted Locomotive Net Book Value”), (C) the Adjusted Finance Net Purchase Price Adjustment (the “Initial Adjusted Finance Net Purchase Price Adjustment”), (D) the JV Non-Rail Working Capital (the “Initial JV Non-Rail Working Capital”), (E) the G Buyer Non-Rail Working Capital (the “Initial G Buyer Non-Rail Working Capital”), (F) the B Buyer Non-Rail Working Capital (the “Initial B Buyer Non-Rail Working Capital”), and (G) accordingly, the resulting (w) JV Buyer Purchase Price (the “Initial JV Buyer Purchase Price”), (x) G Buyer Purchase Price (the “Initial G Buyer Purchase Price”), (y) B Buyer Purchase Price (the “Initial B Buyer Purchase Price”) and (z) the Aggregate Purchase Price (the “Initial Purchase Price”) (including all line items required to calculate the foregoing). The Initial Closing Statement shall be prepared in a format consistent with the JV Buyer Reference Statement, the G Buyer Reference Statement and B Buyer Reference Statement. JV Buyer shall not amend, supplement or modify the Initial Closing Statement following delivery to Seller.

(b) If JV Buyer fails to duly deliver the Initial Closing Statement within the time period contemplated by Section 2.14(a) and Seller notifies JV Buyer of such failure and JV Buyer does not cure such failure within five (5) Business Days, then, at the election of Seller (in its sole discretion), which election must be made within ten (10) Business Days after such five (5) Business Day period, either (i) the Estimated Closing Statement shall be final and binding on the Parties or (ii) Seller shall be entitled to retain (at the sole option of Seller and the reasonable costs, fees and expense of whom shall be reimbursed by JV Buyer) the Accounting Firm to provide an audit or other review of the Estimated Closing Statement and make any adjustments necessary thereto consistent with the provisions hereof, and the resulting calculation shall be final and binding on the Parties in accordance with Section 2.16(a) (absent fraud or manifest or mathematical error; except with respect to any such error that is raised by any Party within five (5) Business Days of the Accounting Firm’s determination and promptly resolved by the Accounting Firm in its sole discretion).

(c) The Parties acknowledge that the Estimated Closing Statement delivered by Seller to JV Buyer pursuant to Section 2.13 will be prepared and delivered prior to the Measurement Time and the Closing and, therefore, the amounts set forth therein are good faith estimates and may be different than the actual amount of such items as of the Measurement Time or other applicable time of determination. Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that the purpose of preparing the calculation and purchase price adjustment under this Section 2.14 and Section 2.15 is to give effect only to the arithmetic difference between items in the Estimated Closing Statement and the Initial Closing Statement, and, in undertaking the processes pursuant to this Section 2.14 and Section 2.15, the Parties shall calculate and determine all applicable amounts in accordance with the applicable Accounting Principles and this Agreement.

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(d) Immediately following the earlier of the delivery of the Initial Closing Statement to Seller or the expiration of the time period for delivery of the Initial Closing Statement to Seller as contemplated by Section 2.14(a) and until a Final Closing Statement becomes final and binding on the Parties pursuant to Section 2.14(b) or Section 2.15(d), subject to the Access Limitations, each of the Buyers shall provide Seller and its Representatives and, if applicable, the Accounting Firm engaged pursuant to Section 2.14(b)(ii), with access during normal business hours to (i) Buyers’ and its Affiliates’ (and its and their respective Representatives’) information, books, records and workpapers relating to the calculations of Adjusted Operating Rail Net Book Value, Adjusted Locomotive Net Book Value, Adjusted Finance Net Purchase Price Adjustment, JV Non-Rail Working Capital, G Buyer Non-Rail Working Capital, B Buyer Non-Rail Working Capital, the JV Buyer Purchase Price, the G Buyer Purchase Price, the B Buyer Purchase Price, the resulting Aggregate Purchase Price and the Initial Closing Statement and (ii) the personnel of each Buyer and its Affiliates (and its and their respective Representatives) who assisted in the preparation of such calculations, in each case, subject to the provisions in Section 6.7(a) and the execution of any customary documentation (if any) reasonably requested by the external accountants of each Buyer in connection therewith relating to such access to work papers. Each Buyer agrees that, following the Closing through the date that the Final Closing Statement becomes final and binding in accordance with Section 2.15(d), such Buyer will (and will cause its Affiliates and its and their respective Representatives to), as applicable, (A) maintain information, books, records and workpapers relating to the calculations of Adjusted Operating Rail Net Book Value, Adjusted Locomotive Net Book Value, Adjusted Finance Net Purchase Price Adjustment, JV Non-Rail Working Capital, G Buyer Non-Rail Working Capital, B Buyer Non-Rail Working Capital, the JV Buyer Purchase Price, the G Buyer Purchase Price, the B Buyer Purchase Price, the resulting Aggregate Purchase Price and the Initial Closing Statement in at least (x) a reasonable manner and (y) a manner consistent with the past practice of such Buyer and such Affiliate (or Representative) prior to the Closing and (B) not take, or permit to be taken, any actions with respect to any accounting books, records, policies or procedures on which any item in the Estimated Closing Statement is based, or upon which the Final Closing Statement is to be based, that would impede or delay the determination of the amount of any of the items in the Estimated Closing Statement or the preparation of any Notice of Disagreement or the Final Closing Statement.

Section 2.15. Reconciliation of Estimated Closing Statement.

(a) Seller shall be entitled to notify JV Buyer in writing (a “Notice of Disagreement”) no later than 11:59 p.m. on the date that is sixty (60) days immediately following receipt by Seller of the Initial Closing Statement (such sixty (60) day period, the “Review Period”) if Seller disagrees with the Initial Closing Statement (or any component thereof). The Notice of Disagreement shall specify the nature and amount of any dispute in reasonable detail, including Seller’s calculation of each disputed amount (each item, a “Disputed Item”). If no Notice of Disagreement is delivered to JV Buyer by Seller prior to the expiration of the Review Period, then the Initial Closing Statement shall be deemed to have been accepted by Seller and shall become final and binding upon the Parties; provided that, if a Buyer breaches or violates its obligations or agreements in Section 2.14(d), the Review Period shall be extended by one (1) day for each additional day required for each Buyer, its Affiliates and Representatives, as applicable, to fully comply with a sixty (60) day review period of Seller and Seller’s Affiliates and their respective Representatives pursuant to Section 2.14(d). Any item contained in the Initial Closing Statement properly delivered pursuant to Section 2.14(a) that is not objected to prior to the expiration of the Review Period in a Notice of Disagreement shall be non-appealable by the Parties following such date.

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(b) During the twenty (20) days immediately following the delivery of a Notice of Disagreement (or such later date as may be mutually agreed upon in writing by Seller and Buyer) (the “Consultation Period”), Seller and JV Buyer shall seek in good faith to resolve any differences that they may have with respect to the Disputed Items. If, during the Consultation Period, Seller and JV Buyer mutually agree upon any Disputed Items, they shall signify such agreement in a writing signed by both Seller and JV Buyer and such agreement shall become final and binding upon the Parties. All offers to compromise pursuant to this Section 2.15(b) shall be confidential.

(c) If Seller and JV Buyer are unable to resolve one or more Disputed Items by the end of the Consultation Period, then either JV Buyer or Seller may submit such Disputed Item to the Accounting Firm. Seller and JV Buyer shall jointly engage the Accounting Firm, as applicable (including through the execution and delivery of a customary engagement letter upon request), within five (5) Business Days following the selection of the Accounting Firm. Within fifteen (15) Business Days of the engagement of the Accounting Firm, each of Seller and JV Buyer shall submit to the Accounting Firm a written statement setting forth in reasonable detail its positions with respect to the Disputed Items. Seller and JV Buyer shall also have the opportunity to submit a written response to the other Party’s written statement to the Accounting Firm, which such response statement shall be delivered to the Accounting Firm no later than ten (10) Business Days following the date of receipt of such other Party’s initial written statement. The failure of Seller or JV Buyer to deliver its initial written statement at the time of the submission of the Disputed Items to the Accounting Firm or response to the other Party’s initial written statement within ten (10) Business Days of receipt thereof shall constitute a waiver of such Party’s right to submit the same to the Accounting Firm. During the review by the Accounting Firm, each Buyer and Seller and their respective accountants will make available to the Accounting Firm individuals, information, books and records and work papers, as may be reasonably requested by the Accounting Firm to fulfill its obligations under Section 2.14(b)(ii), this Section 2.15(c) and Section 2.15(d), as applicable; provided, however, that Seller’s and Buyer’s respective external accountants shall not be obligated to make any work papers available to the Accounting Firm or to the other Party, except in accordance with such accountants’ normal disclosure procedures and then only after the Accounting Firm or the other Party (as applicable) has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. In acting in connection with this Agreement, the Accounting Firm shall act as an expert and not as an arbitrator, and shall only consider the Disputed Items. There shall be no ex parte communications with the Accounting Firm, and a copy of all materials submitted to the Accounting Firm shall be provided by Seller or JV Buyer, as applicable, to the other Party concurrently with the submission thereof to the Accounting Firm. In determining the Disputed Items, the Accounting Firm shall be bound by and adhere to the terms hereof, including the applicable Accounting Principles. Neither JV Buyer nor Seller may disclose (and each shall cause their respective controlled Affiliates, and instruct their other Affiliates and Representatives, not to disclose) to the Accounting Firm, and the Accounting Firm may not consider for any purpose, any settlement offer(s) or offers to compromise made by or on behalf of either JV Buyer or Seller, unless otherwise agreed by the other Party in writing.

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(d) With respect to each Disputed Item, the Accounting Firm shall not assign a value to any Disputed Item in excess of the highest value for such Disputed Item, nor less than the lowest value of such Disputed Item, claimed by Seller in a Notice of Disagreement or by JV Buyer in the Initial Closing Statement, as applicable. The Accounting Firm’s review and determination shall be (i) limited only to the Disputed Items, (ii) based solely on such reports, rebuttals and supporting information submitted by Seller and JV Buyer and the terms hereof including the applicable Accounting Principles (i.e., not on the basis of an independent review), and (iii) in accordance with the terms and procedures set forth herein, including the applicable Accounting Principles, and consistent with the definition of Adjusted Operating Rail Net Book Value, Adjusted Locomotive Net Book Value, Adjusted Finance Net Purchase Price Adjustment, JV Non-Rail Working Capital, G Buyer Non-Rail Working Capital and B Buyer Non-Rail Working Capital, as applicable, contained herein. Neither Seller nor JV Buyer shall authorize the Accounting Firm to modify or amend any term or provision hereof or modify items previously agreed in writing between Seller and Buyer. Seller and JV Buyer shall instruct the Accounting Firm to (A) make a final determination only in respect of Disputed Items, (B) make such determination in a manner consistent with the terms and procedures set forth herein, including the applicable Accounting Principles, and (C) deliver such determination to the Parties within thirty (30) days after the deadline for rebuttal submissions set forth in Section 2.15(c), which determination shall be final and binding on the Parties and shall not be subject to appeal (absent fraud or manifest or mathematical error; provided that such fraud or error is promptly raised within five (5) Business Days of the Accounting Firm’s determination); provided, further, that the failure of the Accounting Firm to deliver its written decision within such time period shall not constitute a defense or objection to the finality or enforcement of such determination. Following the delivery of the Accounting Firm’s determination, JV Buyer and Seller shall mutually revise the Initial Closing Statement to effect the calculation of the JV Buyer Purchase Price, G Buyer Purchase Price, B Buyer Purchase Price and Aggregate Purchase Price in accordance therewith (the Initial Closing Statement as revised, the “Final Closing Statement”). The “Final Adjusted Operating Rail Net Book Value” means the Adjusted Operating Rail Net Book Value as finally determined pursuant to Section 2.14 or Section 2.15, as applicable. The “Final Adjusted Locomotive Net Book Value” means the Adjusted Locomotive Net Book Value as finally determined pursuant to Section 2.14 or Section 2.15, as applicable. The “Final Adjusted Finance Net Purchase Price Adjustment” means the Adjusted Finance Net Purchase Price Adjustment as finally determined pursuant to Section 2.14 or Section 2.15, as applicable. The “Final JV Non-Rail Working Capital” means the JV Non-Rail Working Capital as finally determined pursuant to Section 2.14 or Section 2.15, as applicable. The “Final G Buyer Non-Rail Working Capital” means the G Buyer Non-Rail Working Capital as finally determined pursuant to Section 2.14 or Section 2.15, as applicable. The “Final B Buyer Non-Rail Working Capital” means the B Buyer Non-Rail Working Capital as finally determined pursuant to Section 2.14 or Section 2.15, as applicable. The Final Closing Statement shall set forth (I) the Final Adjusted Operating Rail Net Book Value, (II) the Final Adjusted Locomotive Net Book Value, (III) the Final Adjusted Finance Net Purchase Price Adjustment, (IV) the Final JV Non-Rail Working Capital, (V) the Final G Buyer Non-Rail Working Capital, (VI) the Final B Buyer Non-Rail Working Capital and (VII), accordingly based on the foregoing, the resulting (w) JV Buyer Purchase Price (the “Final JV Buyer Purchase Price”), (x) G Buyer Purchase Price (the “Final G Buyer Purchase Price”), (y) B Buyer Purchase Price (the “Final B Buyer Purchase Price”) and (z) Aggregate Purchase Price (the “Final Aggregate Purchase Price”).

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(e) The costs, fees and expenses of the Accounting Firm and of any enforcement of the determination thereof, with respect to the determination of all Disputed Items, shall be borne by Seller, on the one hand, and JV Buyer, on the other hand, in inverse proportion as they may prevail on the Disputed Items resolved by the Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the Disputed Items with respect to the applicable Final Closing Statement and shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted and included in its written report. Additionally, if the Accounting Firm determines entirely in favor of JV Buyer or Seller in respect of all Disputed Items submitted to the Accounting Firm, then the non-prevailing Party shall pay the reasonable, documented out-of-pocket costs, fees and expenses of the prevailing Party incurred in connection with the resolution of such Disputed Items.

Section 2.16. Adjusted Payment.

(a) JV Buyer Post-Closing Adjustment.

(i) Not later than three (3) Business Days after the Final Closing Statement is final and binding on the Parties, if the JV Buyer Post-Closing Adjustment is:

(1) a positive amount, then JV Buyer shall pay in cash, or cause to be paid, to an account or accounts designated in writing by Seller the amount of the JV Buyer Post-Closing Adjustment by wire transfer of immediately available funds; or

(2) a negative amount, then Seller shall pay, or cause to be paid, in cash to a single account designated in writing by JV Buyer the absolute value of the amount of the JV Buyer Post-Closing Adjustment by wire transfer of immediately available funds.

(ii) “JV Buyer Post-Closing Adjustment” means the amount equal to the (A) Final JV Buyer Purchase Price minus (B) Estimated JV Buyer Purchase Price.

(iii) Any payments made pursuant to this Section 2.16(a) shall be treated as an adjustment to the JV Buyer Purchase Price for Tax purposes, unless otherwise required by Law.

(b) G Buyer Post-Closing Adjustment.

(i) Not later than three (3) Business Days after the Final Closing Statement is final and binding on the Parties, if the G Buyer Post-Closing Adjustment is:

(1) a positive amount, then G Buyer shall pay in cash, or cause to be paid, to an account or accounts designated in writing by Seller the amount of the G Buyer Post-Closing Adjustment by wire transfer of immediately available funds; or (2) a negative amount, then Seller shall pay, or cause to be paid, in cash to a single account designated in writing by G Buyer the absolute value of the amount of the G Buyer Post-Closing Adjustment by wire transfer of immediately available funds.

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(ii) “G Buyer Post-Closing Adjustment” means the amount equal to the (A) Final G Buyer Purchase Price minus (B) Estimated G Buyer Purchase Price.

(iii) Any payments made pursuant to this Section 2.16(b) shall be treated as an adjustment to the G Buyer Purchase Price for Tax purposes, unless otherwise required by Law.

(c) B Buyer Post-Closing Adjustment.

(i) Not later than three (3) Business Days after the Final Closing Statement is final and binding on the Parties, if the B Buyer Post-Closing Adjustment is:

(1) a positive amount, then B Buyer shall pay in cash, or cause to be paid, to an account or accounts designated in writing by Seller the amount of the B Buyer Post-Closing Adjustment by wire transfer of immediately available funds; or

(2) a negative amount, then Seller shall pay, or cause to be paid, in cash to a single account designated in writing by B Buyer the absolute value of the amount of the B Buyer Post-Closing Adjustment by wire transfer of immediately available funds.

(ii) “B Buyer Post-Closing Adjustment” means the amount equal to the (A) Final B Buyer Purchase Price minus (B) Estimated B Buyer Purchase Price.

(iii) Any payments made pursuant to this Section 2.16(c) shall be treated as an adjustment to the B Buyer Purchase Price for Tax purposes, unless otherwise required by Law.

Section 2.17. Withholding Taxes.

(a) Notwithstanding anything herein to the contrary, (i) Buyers and their Affiliates (and any of their respective Representatives) shall, subject to Section 2.7(b), be entitled to deduct and withhold (or cause to be deducted and withheld) from amounts otherwise payable pursuant to this Agreement such amounts as may be required by applicable Tax Law to be deducted and withheld from such payment, and (ii) any amounts deducted or withheld from such payment shall be remitted to the applicable Governmental Entity and, when so remitted, shall be treated for all purposes hereof as having been paid. Subject to Section 2.7(b), each applicable Buyer shall (A) use reasonable efforts to notify Seller at least thirty (30) days in advance before such Buyer deducts or withholds any Taxes pursuant to this Section 2.17 (other than any withholding arising under the ITA or from the failure to deliver an IRS Form W-9 in accordance with Section 2.11(a)(iv)), including providing reasonable detail on the basis for any such deduction or withholding, (B) provide Seller and Everen with reasonably sufficient opportunity to provide any forms or other documentation or take such other steps in order to avoid such deduction or withholding, and (C) reasonably cooperate with Seller and Everen in good faith to attempt to reduce any amounts that would otherwise be deducted and withheld pursuant to this Section 2.17.

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(b) Seller shall engage a “Big Four” accounting firm and will use reasonable best efforts to obtain written advice (with reasonable input from Buyers) at a “more likely than not” (or stronger) level of comfort that withholding is not required under the ITA with respect to amounts payable by Buyers (or their designees) to Seller or Everen, as applicable, pursuant to this Agreement, which shall be based on reasonable assumptions and analysis. Seller shall deliver such written advice at least sixty (60) days prior to the Closing Date for Buyers’ review. Buyers and Seller agree that if Seller does not so deliver such written advice, then Buyers and Seller shall negotiate in good faith to enter into an escrow agreement prior to the Closing Date containing customary terms and conditions necessary to govern the holding, release, remittance and recovery of funds, as applicable, pursuant to the ITA and any administrative position of the relevant Taxing Authority (with any costs and expenses arising with respect to such escrow agreement to be shared equally by the Buyers, on the one hand, and the Seller, on the other hand).

ARTICLE III

REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER GROUP

Except as set forth in the Seller Disclosure Schedule, each of Seller (solely in respect of itself and the Other Seller Group Entities) and Everen (solely in respect of itself) hereby represents and warrants to each Buyer as follows:

Section 3.1. Organization.

(a) Seller is a national banking association duly organized, validly existing and in good standing (to the extent such concept is legally recognized) under the Laws of the U.S. Everen is a Delaware corporation duly organized, validly existing and in good standing (to the extent such concept is legally recognized) under the Laws of the state of Delaware. Each of the Other Seller Group Entities is duly organized, validly existing and in good standing (to the extent such concept is legally recognized) under the Laws of its applicable jurisdiction of organization.

(b) Each member of the Seller Group has the requisite business entity power and authority to own, lease and operate the Transferred Assets and to carry on the Business as presently conducted, and is duly licensed or qualified to do business in each jurisdiction in which the ownership, operation and servicing of the Transferred Assets makes such licensing or qualification necessary, except as would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the Business or the Transferred Assets, taken as a whole.

Section 3.2. Authority. Each member of the Seller Group has the requisite corporate (or other organizational) power and authority to execute and deliver, and perform its obligations under, this Agreement and each Ancillary Agreement to which it is (or as of the Closing will be) a party and to consummate the transactions contemplated by the Transaction Documents to which it is (or as of the Closing will be) a party.

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The execution and delivery by each such member of the Seller Group of this Agreement and each Ancillary Agreement to which it is (or as of the Closing will be) a party, and the performance by such member of the Seller Group of its obligations hereunder or thereunder and the consummation by such member of the Seller Group of the transactions contemplated hereby and thereby have been (or, by the Closing will be, as applicable) duly and validly authorized by all requisite corporate (or other organizational) action on the part of such member of the Seller Group. Upon execution and delivery of this Agreement and each Ancillary Agreement to which any such member of the Seller Group is (or as of the Closing will be) a party, this Agreement and each such Ancillary Agreement will be, duly executed and delivered by such member of the Seller Group. Assuming due authorization, execution and delivery of this Agreement and any Ancillary Agreement by the other parties thereto, this Agreement and each Ancillary Agreement to which any such member of the Seller Group is (or as of the Closing will be) a party will constitute, the legal, valid and binding obligation of such member of the Seller Group, enforceable against such member of the Seller Group in accordance with their respective terms, except as may be limited by the Enforceability Exceptions.

Section 3.3. Consents. Assuming that all consents, approvals, filings or registrations (if any) described in Section 5.3 and Requisite Regulatory Approvals are made or obtained, no consents or approvals of, or filings or registrations with, any Governmental Entity are required to be made or obtained by any member of the Seller Group in connection with the execution or delivery of the Transaction Documents to which such member of the Seller Group is (or as of Closing will be) a party, or the performance by each applicable member of the Seller Group of its respective obligations under the Transaction Documents to which each such member is (or as of Closing will be) a party, or to effect the transactions contemplated hereby or thereby to which each such member is (or as of Closing will be) a party, except for (a) the submission by the Seller Group of the applications, filings or notices in connection with obtaining the Governmental Approvals set forth in Section 3.3 of the Seller Disclosure Schedule, and (b) such other consents, approvals, filings or registrations the failure of which to be obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Section 3.4. No Conflict or Violation. Assuming that all consents, approvals, filings, registrations, authorizations and other actions described in Section 3.3 have been obtained or taken, and all notices described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 5.3, except as set forth in Section 3.4 of the Seller Disclosure Schedule, the execution and delivery by each member of the Seller Group of the Transaction Documents to which it is (or as of Closing will be) a party, the performance by each applicable member of the Seller Group of its respective obligations under the Transaction Documents to which it is (or as of Closing will be) a party, and each applicable member of the Seller Group’s effecting the transactions contemplated hereby or thereby to which it is (or as of Closing will be) a party, will not (a) conflict with or result in any violation of such member of the Seller Group’s Governing Documents, (b) conflict with or result in any violation of, or cause the loss of any benefit under, or constitute (with or without due notice or lapse of time or both) a default (or cause or give rise to any right of termination, cancellation or acceleration), or require consent under any of the terms, conditions or provisions of any Material Contract or Transferred Lease Agreement, (c) conflict with or violate in any material respect any Law or Order applicable to such member of the Seller Group (with respect to the Business) or (d) result in the creation of any Lien (other than a Permitted Lien) upon any of the Transferred Assets, except, in the case of the foregoing clauses (b)–(d), as would not, and would not reasonably be expected to be, material to the Business or the Transferred Assets (taken as a whole).

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Section 3.5. Brokers. No broker, finder, financial advisor or investment banker, other than Wells Fargo Securities, LLC, is entitled to any broker’s, finder’s, financial advisor’s or investment banker’s fee or commission or similar payment in connection with the transactions contemplated hereby based upon arrangements made by the Seller Group or its Affiliates for which any Buyer or any of its Affiliates may be liable.

Section 3.6. Credit Support Obligations. Section 3.6 of the Seller Disclosure Schedule sets forth, as of the date hereof, a true, complete and correct list of all of the material credit support Seller, Everen or any of their Affiliates or any third party provide to the Business or the Transferred Assets.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS

Except as set forth in the Seller Disclosure Schedule, each of Seller (solely in respect of itself and the Other Seller Group Entities) and Everen (solely in respect of itself) hereby represents and warrants to each Buyer as follows:

Section 4.1. Operating Rail Equipment; Operating Locomotive Equipment; Finance Locomotive and Rail Equipment.

(a) As of the date hereof, Seller and Everen have made available to Buyers the (i) Reference Operating Rail and Locomotive Equipment Tape and (ii) Reference Finance Equipment Tape. The Operating Rail Equipment Information set forth in the Reference Operating Rail and Locomotive Equipment Tape and Finance Equipment Information set forth in the Finance Equipment Tape, in each case, is true, complete and correct in all material respects as of the Reference Tape Date.

(b) Except as set forth in Section 4.1(b) of the Seller Disclosure Schedules, all Operating Rail Equipment, Operating Locomotive Equipment and Finance Locomotive and Rail Equipment currently leased by any member of the Seller Group (as lessor) to any Customer (as lessee): (i) subject to (A) any applicable grace period for compliance under Law or Order, (B) routine maintenance and repair, including in connection with obtaining or maintaining any routine regulatory qualifications, (C) the timely performance of running repairs by railroads or any other Person and (D) any Operating Rail Equipment, Operating Locomotive Equipment and Finance Locomotive and Rail Equipment that is subject to a notice under AAR Interchange Rule 107, have been maintained in the Ordinary Course of Business, ordinary wear and tear excepted, in all material respects, in accordance with applicable legal, regulatory and safety requirements and applicable industry standards and (ii) subject to routine maintenance and repair and the timely performance of running repairs made to such locomotives and railcars by railroads or any other Person, are currently in good operating condition and repair, in all material respects (ordinary wear and tear excepted).

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(c) The applicable member of the Seller Group is the “lessor” under each Transferred Lease Agreement and its interests thereunder are free and clear of all Liens (other than Permitted Liens).

(d) The railcars and locomotives listed on the Reference Operating Rail and Locomotive Equipment Tape and Reference Finance Equipment Tape constitute, as of the Reference Tape Date, all of the railcars comprising Operating Rail Equipment, all of the locomotives constituting Operating Locomotive Equipment and all of the railcars and locomotives constituting Finance Locomotive and Rail Equipment.

(e) Except as set forth in Section 4.1(e) of the Seller Disclosure Schedule, (i) as of the date hereof, no Operating Rail Equipment or Operating Locomotive Equipment has suffered an Event of Loss and (ii) no modifications are required by any Governmental Entity with respect to any Operating Rail Equipment or Operating Locomotive Equipment in order for such Operating Rail Equipment or Operating Locomotive Equipment to operate in interchange under the AAR Interchange Rules or to comply with applicable Law or Order in force and effect (excluding any modifications required or arising from change after the date hereof in any (x) AAR Interchange Rules, Law or Order or (y) authoritative interpretations thereof).

(f) Except as set forth in Section 4.1(f) of the Seller Disclosure Schedule, (i) as of the date hereof, no Finance Locomotive and Rail Equipment has suffered an Event of Loss and (ii) no modifications are required by any Governmental Entity with respect to any Finance Locomotive and Rail Equipment in order for such Finance Locomotive and Rail Equipment to operate in interchange under the AAR Interchange Rules or to comply with applicable Law or Order in force and effect (excluding any modifications required or arising from change after the date hereof in any (x) AAR Interchange Rules, Law or Order or (y) authoritative interpretations thereof).

(g) Except as set forth in Section 4.1(g) of the Seller Disclosure Schedule, none of the Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment is subject to any remarketing, residual sharing, fee agreement or similar agreement which would be binding upon or enforceable against any member of the Seller Group, against any Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment or against the proceeds of any lease, sale or other disposition of such Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment.

(h) All Operating Rail Equipment, Operating Locomotive Equipment and Finance Locomotive and Rail Equipment that (i) was purchased or acquired by any member of the Seller Group directly from a manufacturer was manufactured in all material respects in accordance with applicable AAR requirements that existed at the time of such manufacture and (ii) was not purchased or acquired by any member of the Seller Group directly from a manufacturer was, to the Knowledge of Seller, manufactured in all material respects in accordance with applicable AAR requirements that existed at the time of such manufacture.

(i) To the Knowledge of Seller, no Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment is subject to a manufacturing defect and there has not been any event, circumstance, change or occurrence that would reasonably be expected to result in any claim, action or causes of action relating to, arising from or with respect to any manufacturing defect of Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment.

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(j) No product liability, recall or warranty claims are pending or have been settled, terminated or received by any member of the Seller Group in the five (5) years prior to the date hereof that, individually or in the aggregate, were or would reasonably be expected to be, material to the Business. No product liability, recall or warranty claims are pending, or, to the Knowledge of Seller asserted or threatened, against any member of the Seller Group, in each case, relating to, arising from or with respect to any Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment that would, or would reasonably be expected to, be material to the Business. To the Knowledge of Seller, there has been no event, circumstance, change or occurrence that would reasonably be expected to result in any product liability, recall or warranty claim, in each case, relating to, arising from or with respect to any Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment, in each case, that would, or would reasonably be expected to, be material to the Business.

(k) Since the Lookback Date, none of the members of the Seller Group has received any written notice that there is, and, to the Knowledge of Seller, there has not been any event, circumstance, change or occurrence that would reasonably be expected to result in, any claim, action or cause of action against any member of the Seller Group for, any liability relating to or arising out of any injury to any Person or property as a result of any Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment or component thereof, in each case, that would reasonably be expected to be material to the Business.

(l) Except as set forth in Section 4.1(l) of the Seller Disclosure Schedule, (i) no member of the Seller Group is in material default of its obligations under any Transferred Contract, (ii) to the Knowledge of Seller, no Customer or Third Party is in material default under any of the Transferred Contracts and (iii) since the Lookback Date, no Material Customer has asserted in writing to any member of the Seller Group any valid defense, counterclaim or set-off to its railcar lease payment or other material obligations under such Material Customer’s corresponding Transferred Lease Agreement.

(m) Since the Lookback Date, no member of the Seller Group has received written notice of (or, to the Knowledge of Seller, verbal notice of) any operating incidents (i) in which Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment has been involved and (ii) (A) that, individually or in the aggregate, was, or would reasonably be expected to be, any material to the Business or (B) in respect of which any Person has asserted in writing (or, to the Knowledge or Seller, verbally) against any member of the Seller Group any claim that any Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment caused or contributed to the occurrence of such operating incident.

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(n) As of the Reference Tape Date, other than as set forth in Section 4.1(n) of the Seller Disclosure Schedule, no member of the Seller Group has granted to any Customer any right to (i) purchase any Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment (including any right to exercise a purchase option under any Transferred Lease Agreement) or (ii) unilaterally extend (for the avoidance of doubt, excluding any renewal options) or terminate any Transferred Lease Agreement prior to its scheduled expiration date without the imposition of monetary penalty.

(o) Other than accommodations made to lessees or obligors under the Transferred Contracts in the Ordinary Course of Business that are not, individually or in the aggregate, material to the Business or the Transferred Assets, none of the members of the Seller Group have made any material agreement or waiver, or reached any understanding with any such lessee or obligor, in respect of a Transferred Contract for any material variation from the written terms of such Transferred Contract relating to the term or rent, or, to the extent material, relating to any other provision thereof.

(p) The Operating Rail and Locomotive Equipment Information set forth in the Reference Operating Rail and Locomotive Equipment Tape and associated calculation of Adjusted Operating Rail Net Book Value (as set forth in the JV Buyer Reference Statement) are derived from the books and records of the Seller Group.

(q) The Operating Rail and Locomotive Equipment Information set forth in the Reference Operating Rail and Locomotive Equipment Tape and associated calculation of Adjusted Locomotive Net Book Value (as set forth in the G Buyer Reference Statement) are derived from the books and records of the Seller Group.

(r) The Finance Equipment Information set forth in the Reference Finance Equipment Tape and associated calculation of Adjusted Finance Net Investment Value (as set forth in the B Buyer Reference Statement) are derived from the books and records of the Seller Group.

(s) Other than as set forth in Section 4.1(s) of the Seller Disclosure Schedule, (i) there are no purchase orders of any member of the Seller Group to acquire any railcars or locomotives for the Business that would be Transferred Assets, and (ii) no member of the Seller Group is a party to any Contract pursuant to which any member of the Seller Group would acquire any additional material assets for the Business that would be Transferred Assets.

(t) As of the date hereof, with respect to the Business, no member of the Seller Group has offered any material rebates to any of its Customers that will apply at any time after the Closing, except as set forth in Section 4.1(t) of the Seller Disclosure Schedule or the Reference Operating Rail and Locomotive Equipment Tape or Reference Finance Equipment Tape.

(u) No member of the Seller Group, with respect to the Business, advances monies to Customers, except (i) as set forth in the Reference Operating Rail and Locomotive Equipment Tape or Reference Finance Equipment Tape or (ii) payments, reimbursements and rebates in respect of (A) off-lease maintenance and running repairs under full-service operating lease Contracts pursuant to which any Operating Rail Equipment is leased or subleased by any member of the Seller Group (as lessor) to a Third Party or (B) transportation costs, fees and expenses under Contracts pursuant to which any Operating Rail Equipment is leased or subleased by any member of the Seller Group (as lessor) to a Third Party.

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Section 4.2. Transferred Assets. The Seller Group has good, valid and marketable title to all of the owned Transferred Assets, and a valid leasehold interest in or the valid legal right to use any leased or licensed Transferred Assets, free and clear of all Liens, other than Permitted Liens.

Section 4.3. Material Contracts.

(a) Section 4.3(a) of the Seller Disclosure Schedule sets forth, as of the date hereof, a true, complete and correct list of all of the following Contracts to which members of the Seller Group or any of their respective Affiliates (to the extent such Contract is related to the Business) is a party (other than Employee Benefit Plans) (each such Contract required to be listed, a “Material Contract”):

(i) Contracts with the Customers of the Seller Group in respect of the Business representing the threshold (specified in Section 4.3(a)(i) of the Seller Disclosure Schedules) of the revenue of the Seller Group (earned under JV Transferred Lease Agreements or G Buyer Transferred Lease Agreements, and excluding B Buyer Transferred Lease Agreements) attributable to Customers during the twelve (12) months ended December 31, 2024 (the “Material Operating Customers”);

(ii) Contracts with the Customers of the Seller Group in respect of the Business, representing the threshold (specified in Section 4.3(a)(ii) of the Seller Disclosure Schedules) of the revenue of the Seller Group (earned under B Buyer Transferred Lease Agreements) attributable to Customers during the twelve (12) months ended December 31, 2024 (the “Material Finance Customers” and together with the Material Operating Customers, the “Material Customers”);

(iii) Contracts with the ten (10) largest vendors to the Business, based on payments made to vendors by the Seller Group (on behalf of the Business) during the twelve (12) months ended December 31, 2024 (the “Material Vendors”);

(iv) Transferred Contracts (other than Transferred Lease Agreements and Contracts evidencing Indebtedness) that call for (A) payment by or on behalf of the Seller Group or their respective Affiliates, in each case, primarily with respect to the Business, in excess of $2,500,000 or (B) the delivery of services by the Seller Group or their respective Affiliates, in each case, primarily with respect to the Business, with a fair market value in excess of $2,500,000 per annum, during the remaining term thereof (absent extensions), in each case, other than purchase orders or quotations that are entered into in the Ordinary Course of Business (that do not contain any material terms other than price and quantity);

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(v) Transferred Contracts that (A) contain express non-competition covenants that limit any member of the Seller Group or, following the Closing, Buyer and its Affiliates from engaging in business in any geographic area or competing with any Person, (B) contain express non-solicit or non-hire provisions that limit the ability of any member of the Seller Group or, following the Closing, a Buyer and its Affiliates, to solicit and hire individuals as an employee, other than any Contract entered into in the Ordinary Course of Business by any member of the Seller Group with their vendors or suppliers (including consultants) pursuant to which any member of the Seller Group has agreed not to solicit or hire any employee of such vendor or supplier, (C) grant “most favored nation” status to any Person or contain any “exclusivity” requirements, (D) require the disposition of any material assets (other than any B Buyer Transferred Lease Agreements or supplies in the Ordinary Course of Business) or line of business of the Seller Group, (E) create or grant any Lien (other than Permitted Liens) on any Transferred Asset, other than purchase money security interests in connection with the acquisition of equipment in the Ordinary Course of Business or (F) contain change of control provisions applicable to the Seller Group or, following the Closing, a Buyer and its Affiliates;

(vi) Transferred Contracts that provide for the acquisition or disposition of any business or equity interest (or material portion of the assets) of any Person (whether by merger, sale or purchase of stock, sale or purchase of assets or otherwise) by any member of the Seller Group that (A) were entered into in the last five (5) years in respect of the Business, or (B) include any covenants, indemnities or other obligations (other than customary confidentiality, non-disclosure and similar obligations) of any member of the Seller Group or, following the Closing, a Buyer and its Affiliates, in each the case of this subclause (B) that remain in effect and are, or would reasonably be expected to be, material to the rights and obligations under such Transferred Contract of the applicable member of the Seller Group or, following the Closing, a Buyer and its Affiliates;

(vii) Transferred Contracts concerning the establishment or operation of any existing partnership, strategic alliance, joint venture or limited liability company or other similar agreement or arrangement;

(viii) Transferred Contracts pursuant to which any member of the Seller Group has purchased or sold locomotives and railcars for which any obligation or liability (including, among other things, any post-closing covenants, warranties or indemnities) remains unsatisfied;

(ix) Transferred Contracts that are a residual sharing agreement for any locomotives and railcars to which any member of the Seller Group is a party and for which any right, obligation or liability (including, among other things, any post-closing covenants, warranties or indemnities) remains unsatisfied;

(x) Transferred Contracts that provide for planned or in process capital expenditures or other purchases in excess of $1,000,000 following the date hereof;

(xi) Contracts involving the sale of Business Receivables to any other Person at a discount; (xii) Transferred Contracts with a Governmental Entity, other than Contracts with a counterparty that may be a subcontractor to a Governmental Entity;

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(xiii) any Contract between a member of the Seller Group and the EPA with respect to any Transferred Asset;

(xiv) Transferred Contracts pursuant to which any Person has an obligation to pay any member of the Seller Group a marks administration fee;

(xv) JV Transferred Lessee Agreements;

(xvi) JV Transferred Management Agreements;

(xvii) JV Transferred Purchase and Sale Agreements;

(xviii) JV Transferred Residual Sharing Agreements;

(xix) Operating Rail Equipment Contracts;

(xx) G Buyer Transferred Management Agreements;

(xxi) G Buyer Transferred Purchase and Sale Agreements;

(xxii) Locomotive Equipment Contracts;

(xxiii) Transferred Marks Administration Agreements;

(xxiv) B Buyer Transferred Purchase and Sale Agreements;

(xxv) Finance Equipment Contracts;

(xxvi) B Buyer Transferred Management Agreements; and

(xxvii) any Contract that is a commitment or obligation to enter into any of the foregoing in this Section 4.3(a).

(b) Except as set forth in Section 4.3(b) of the Seller Disclosure Schedule, (i) each Material Contract and Transferred Lease Agreement is (and, other than any Material Contract or Transferred Lease Agreement that (x) expires and is not renewed or (y) is terminated prior to Closing, in each case, in accordance with the terms and conditions of such Material Contract or Transferred Lease Agreement and this Agreement, at the Closing will be) in full force and effect and is legal, valid and binding on each applicable member of the Seller Group that is a party thereto and, to the Knowledge of Seller, each counterparty thereto, and enforceable in accordance with its terms against each applicable member of the Seller Group (assuming the due authorization and execution of such Material Contract or Transferred Lease Agreement by such counterparties) and, to the Knowledge of Seller, each counterparty thereto (in each case, subject to the Enforceability Exceptions), (ii) no member of the Seller Group that is a party to any Material Contract or Transferred Lease Agreement, nor, to the Knowledge of Seller, any other party thereto, is in material default or material breach of (or with the giving of notice, lapse of time or both would be in material default or material breach of) or has failed to perform in any material respects any obligations required to be performed by such party, as applicable, pursuant to any Material Contract or Transferred Lease Agreement, or has received written notice of any termination, material default or material breach under any Material Contract or Transferred Lease Agreement, other than any Transferred Lease Agreement where the Customer is delinquent in the payment of any scheduled payment thereunder (A) by less than ninety (90) days or (B) subject to good faith dispute and (iii) Seller and Everen have made available accurate and complete copies of the Material Contracts to Buyers.

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Since January 1, 2024, (I) there have been no material disputes with respect to any Material Contract or Transferred Lease Agreement asserted in writing, or, to the Knowledge of Seller, asserted orally, by a counterparty to a Material Contract or Transferred Lease Agreement and (II) no member of the Seller Group has received from any Material Customer or Material Vendor any written notice or, to the Knowledge of Seller, oral notice, of any intent to terminate a material portion of (or materially reduce) such Material Customer’s or Material Vendor’s business with the Business.

Section 4.4. Financial Statements; Undisclosed Liabilities.

(a) Section 4.4(a) of the Seller Disclosure Schedules sets forth a true, complete and correct copy of the selected unaudited balance sheet of the Business and the unaudited reported summary income statement of the Business, in each case for the year-ended December 31, 2023 and December 31, 2024 (the “Preliminary Financial Statements”). The Preliminary Financial Statements (i) were derived from the applicable books and records of the Seller Group, (ii) fairly present, in all material respects, the financial position and results of operations of the Business (subject to customary year-end adjustments, which are not material, individually or in the aggregate, and the absence of notes (which if presented, would not materially change the financial position and results of operations of the Business)) as of the respective date thereof and for the respective periods covered thereby and (iii) were prepared in accordance with GAAP principles, except as may be noted therein, under a management reporting framework.

(b) When delivered by Seller and Everen to Buyers pursuant to Section 6.21, the applicable Financial Statements (i) will be derived from the applicable books and records of the Seller Group, (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Business (subject, in the case of the Interim Business Financial Statements, to customary year-end adjustments, which are not material, individually or in the aggregate) as of the respective date thereof and for the respective periods covered thereby, (iii) were prepared in accordance with GAAP consistently applied during the period involved, except as may be noted therein, and (iv) will be Compliant (as of the time of delivery).

(c) The Seller Group maintains internal accounting controls that are applicable to the Business that are sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to (A) permit preparation of the Preliminary Financial Statements and the Financial Statements in respect of the Business in conformity with GAAP, except as may be noted therein, and to maintain accountability for their respective assets in respect of the Business and (ii) accounts, notes and other receivables and inventory in respect of the Business are recorded timely and accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

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(d) Section 4.4(a) and Section 4.4(b) are qualified by the fact that the Business has not operated as a separate “stand alone” entity within Seller, Everen or their Affiliates, and, as a result, the Business has been (or may be) allocated certain services revenue and certain charges and credits for purposes of the preparation of the Preliminary Financial Statements (and the Financial Statements, as applicable, when delivered) and certain estimates were made with respect thereto, which allocations and estimates do not necessarily reflect the amounts that would have resulted from arms’ length transactions or the actual revenue, cost or expense that would be incurred or recorded if the Business operated as an independent enterprise.

(e) There are no Liabilities of the Business that would be Assumed Liabilities, other than Liabilities that (i) have been adequately reserved against and specifically reflected in the Preliminary Financial Statements, (ii) are Permitted Liens, (iii) have been incurred pursuant to this Agreement or the Ancillary Agreements, (iv) were incurred in the Ordinary Course of Business since December 31, 2024 (none of which is a liability for breach of contract, breach of warranty, tort, infringement, violation of Law, or that relates to any cause of Action), or (v) are not material.

Section 4.5. Absence of Changes. Except to the extent arising out of, resulting from or relating to the transactions contemplated by the Transaction Documents, since December 31, 2024 through the date hereof (a) there has not been any Material Adverse Effect and (b) the Business has been operated and has conducted its business in all material respects in the Ordinary Course of Business.

Section 4.6. Litigation.

(a) Except as set forth in Section 4.6(a) of the Seller Disclosure Schedule, there are no, and since the Lookback Date there have not been any, Actions pending or, to the Knowledge of Seller, threatened against any member of the Seller Group (in respect of the Transferred Assets or the Assumed Liabilities), excluding any Actions that were entirely resolved prior to the date hereof without any further or ongoing Liability to any member of the Seller Group in respect of the Business.

(b) As of the date hereof, to the Knowledge of Seller (i) no member of the Seller Group is party to or subject to the provisions of any Order or Action (in respect of the Transferred Assets or the Assumed Liabilities) that restricts (other than any published Order or Action that generally applies to participants in the industries in which the Business operates) the manner in which the Seller Group conducts the Business and (ii) there is no investigation by any Governmental Entity that is pending or threatened against any member of the Seller Group (in respect of the Transferred Assets or the Assumed Liabilities), except for any such investigation, individually or in the aggregate, that if adversely determined would not, and would not reasonably be expected to, result in any material liability to the Business or result in any non-monetary obligations on the Business.

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Section 4.7. Compliance with Law.

(a) Except as would not be, and as would not reasonably be expected to be, individually or in the aggregate, material to the Business, since the Lookback Date, and with respect to Trade Control Laws since April 24, 2019:

(i) each member of the Seller Group has complied with all Laws and Orders (with respect to the Québec Business Employees, Transferred Assets and the Assumed Liabilities);

(ii) no member of the Seller Group has received any written or, to the Knowledge of Seller, oral notice from a Governmental Entity alleging any violation by any member of the Seller Group of any Law or Order (with respect to the Transferred Assets or the Assumed Liabilities); and

(iii) the Seller Group, collectively, has held all Permits that are required to permit each member of the Seller Group to own, lease or operate its properties (with respect to the Transferred Assets and the Assumed Liabilities) and to conduct the Business as currently conducted (“Business Permits”), and all such Permits are in full force and effect and are current and, to the Knowledge of Seller, no suspension or cancellation of any of them has been threatened in writing.

(b) Section 4.7(b) of the Seller Disclosure Schedules sets forth a true, correct and complete list of the Business Permits that are, individually or in the aggregate, material to the operation or conduct of the Business.

(c) Subject to the accuracy of Section 5.4 and, in respect of performance, satisfaction of the conditions set forth in Sections 7.1 and 7.3, the execution, delivery and performance by the applicable members of the Seller Group of this Agreement and the Ancillary Agreements to which they are party will not result in a default under or a breach or violation of any Business Permit, except to the extent that any such default, breach or violation would not, individually or in the aggregate, reasonably be expected to be material to the Business.

(d) None of the Seller Group nor any director, officer or employee, nor, to the Knowledge of Seller, any agent or other third party representative (solely in their capacity as such), in each case, acting on behalf of the Seller Group in connection with the conduct of the Business, (i) is or has been since April 24, 2019 (A) a Sanctioned Person or (B) engaged in any dealings or business with, involving, on behalf of, or for the benefit of any Sanctioned Person or any Sanctioned Jurisdiction; or (ii) has, during the past five (5) years, made, offered, promised, agreed to give, requested, received or authorized any unlawful payment or gift of any money or anything of value, directly or indirectly to, from, or for the benefit of any “foreign official” (as such term is defined in the FCPA), foreign political party or official thereof, political campaign, candidate for foreign political office, public international organization or any other Person in violation of Anti-Corruption Laws.

(e) Since April 24, 2019 (i) the Business has been and is being conducted in all material respects in compliance with all Anti-Corruption Laws, AML Laws and Trade Control Laws, and (ii) the Seller Group has not received from any Person any notice, inquiry or internal or external allegation, made any voluntary, directed or involuntary disclosure to a Governmental Entity, been the subject of any investigation, inquiry or enforcement proceeding, or conducted any internal investigation or audit, in each case, concerning any actual or potential violation of Anti-Corruption Laws, AML Laws or Trade Control Laws, which such notice, inquiry, investigation, audit, allegation, disclosure, or proceeding is or was primarily or specifically related to the Business (or a material portion of which related to the Business) or referred to or mentioned the Business or the conduct or operations of the Business.

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(f) The Seller Group has in place policies and procedures reasonably designed to ensure compliance by the Business with applicable Trade Control Laws and AML Laws.

(g) The Seller Group has in place policies and procedures reasonably designed to ensure compliance by directors, officers, employees and agents of the Business with Anti-Corruption Laws.

Section 4.8. Labor Matters.

(a) Section 4.8(a) of Seller Disclosure Schedule contains a true, complete and correct list, as of the date hereof, of each Québec Business Employee, together with such Québec Business Employee’s title or position, work location city, time type (full-time or part-time status), overtime eligibility, if applicable, employee status (active or Leave, including reason for such Leave and expected return date, if known), continuous service date, vacation entitlement, accrued and unused vacation entitlement (which shall be provided not later than thirty (30) days prior to the applicable Employment Transfer Date), current rate of hourly wage or base salary, annual discretionary cash bonus or other bonus opportunity (if applicable) and any other material form of remuneration or participation in any Employee Benefit Plan, and which Québec Business Employees are subject to a written employment agreement.

(b) (i) No member of the Seller Group is a party to, or bound by, any Collective Bargaining Agreement in respect of the Québec Business Employees in Canada or the Business; (ii) no Québec Business Employee is represented by any Employee Representative Body and there is no Collective Bargaining Agreement that pertains to any Québec Business Employee, in each case, with respect to his or her employment with the Seller Group; (iii) to the Knowledge of Seller, there is no demand or petition by any Employee Representative Body on behalf of any Québec Business Employee for recognition or certification pending with the National Labor Relations Board or similar Governmental Entity and, since the Lookback Date, there have been no labor union organizing activities with respect to any Québec Business Employees; and (iv) there is no ongoing labor strike, material slowdown, material work stoppage, lockout, unfair labor practice charge, material grievance, material arbitration, or other material labor dispute or, to the Knowledge of Seller, threatened in writing to the Seller Group, in each case, with respect to any Québec Business Employees.

(c) Copies of the written employment agreements (if any) with all Québec Business Employees have been provided to the Buyer.

(d) There is no Action, investigation or other legal proceeding pending or, to the Knowledge of Seller, threatened in any written notice addressed and delivered to the Seller Group (or, to the Knowledge of Seller, investigation), relating to alleged violations of labor or employment Laws or Orders in respect of or involving any Québec Business Employee.

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(e) For any Québec Business Employee who is not a Canadian citizen or permanent resident of Canada, the Seller has provided true, correct and complete copies of all applicable and relevant immigration information, including copies of all Canadian temporary work permits.

(f) To the Knowledge of Seller, since the Lookback Date, (i) no allegations of sexual harassment or sexual misconduct have been made by or against any senior management Business Employee, and (ii) no member of the Seller Group has entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by or with any senior management Business Employee.

(g) To the Knowledge of Seller, no Québec Business Employee is in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, non-solicitation agreement, restrictive covenant or other obligation to any (i) member of the Seller Group or (ii) former employer of any such employee, in each case, relating to (A) the right of any such employee to be employed by the Seller Group or (B) the knowledge or use of trade secrets or proprietary information.

(h) The transactions contemplated hereby will not result in a change in the ownership of a substantial portion of the assets of Seller under Section 280G of the Code.

(i) Section 4.8(i) of the Seller Disclosure Schedule lists each and every Employee Benefit Plan that the Seller administers, maintains, contributes to or sponsors or that is required to be administered, maintained, sponsored or contributed to, in each case, solely with respect to any Québec Business Employee or with respect to any Québec Business Employee participates, is covered, is owed or receives benefits. No Employee Benefit Plan provides benefits upon attaining a certain age or beyond retirement or other termination of service to any Québec Business Employee or to the beneficiary or dependent of any such Québec Business Employee.

Section 4.9. Environmental Matters. Except as has not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) the Seller Group is, and since the Lookback Date has been, in compliance in all material respects with all applicable Environmental Laws (with respect to the Business); (ii) since the Lookback Date through the date hereof, no member of the Seller Group has received a notice, request for information, claim or demand from any Governmental Entity or Third Party alleging a violation of or liability under any Environmental Law (with respect to the Business), excluding any matters that have been fully resolved with no further liability to the Business or Seller Group; (iii) no member of the Seller Group is subject to any judicial or administrative Action in respect of a potential violation or liability pursuant to any Environmental Law (with respect to the Business); (iv) no member of the Seller Group is subject to any Order pursuant to any Environmental Law (with respect to the Business) or with respect to the release of or exposure to Hazardous Materials; and (v) there has not been a Release of Hazardous Materials at, on, in or under any property currently or, to the Knowledge of Seller, formerly owned or leased by any member of the Seller Group (with respect to the Business) or at any property for which Hazardous Materials generated by the Business have been transported to or disposed at.

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Section 4.10. Tax Matters.

(a) (i) All material Tax Returns with respect to the Transferred Assets or the Business that are required to be filed (taking into account any extension of time within which to file) before the Closing Date, have been duly and timely filed, (ii) such Tax Returns are true, correct and complete in all material respects, and (iii) all material Taxes required to have been paid with respect to the Transferred Assets or the Business (whether or not shown as due and payable on such Tax Returns) have been timely paid in full.

(b) There are no Liens (other than Permitted Liens) for Taxes on the Transferred Assets or the Business.

(c) No material deficiency with respect to any Taxes reported on a Non-Seller In-Scope Tax Return has been asserted in writing, which deficiency has not been paid, settled or withdrawn.

(d) There are no examinations, audits or other Tax proceedings currently ongoing or threatened in writing by a Governmental Entity with respect to any material Non-Seller In-Scope Tax Return.

(e) No extension or waiver of a statute of limitations is in effect with respect to any assessment of a material amount of Taxes reported on any Non-Seller In-Scope Tax Return.

(f) There are no closing agreements, private letter rulings, Tax holidays, technical advice memoranda or similar agreements or rulings with respect to any Non-Seller In-Scope Tax Return that have been entered into, issued by or requested from any Governmental Entity.

(g) Section 4.10(g) of the Seller Disclosure Schedule sets forth the true, complete and correct list, as of the date hereof, of all of the valid Canadian Transfer Tax registrations that are in effect for the Seller to the extent relevant to the Transferred Assets.

(h) To the Knowledge of Seller, each JV Transferred Lease Agreement is treated and respected as a true lease whereby the lessor is treated and respected as the owner of the Operating Rail Equipment for U.S. federal income Tax purposes.

(i) Each Leveraged Lease Vehicle that holds a B Buyer Transferred Asset is either disregarded as separate from its owner or treated as a flow-through entity for U.S. federal income Tax purposes.

(j) WFRC does not use any railcars in carrying on business in Canada for the purposes of the Income Tax Act (Canada).

(k) Since January 1, 2017, no member of the Seller Group has imported any Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment into Mexico on a permanent basis.

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Section 4.11. Insurance. Except as would not be, and would not reasonably be expected to be, material to the Business, all insurance policies of any member of the Seller Group or their respective Affiliates with respect to insurance coverage for the Business, Transferred Assets and Assumed Liabilities are in full force and effect and all premiums with respect thereto have been paid in full. No written notice (a) of cancellation, termination or revocation has been provided to any member of the Seller Group with respect to any such policy; and (b) has been provided to any member of the Seller Group that (i) any issuer of any of such policies has filed for protection under applicable bankruptcy Laws or Orders or is otherwise in the process of liquidating or has been liquidated or (ii) such policies are no longer in full force and effect or that the issuer of any of such policies is no longer willing or able to perform its obligations thereunder. If any Material Contract or Transferred Lease Agreement requires any member of the Seller Group to maintain insurance policies, then the Seller Group has insurance policies in force and effect that satisfy the requirements of such Material Contracts or Transferred Lease Agreement, including any minimum coverage requirements.

Section 4.12. B Buyer Transferred Lease Agreements.

(a) Each B Buyer Transferred Lease Agreement is a “lease” within the meaning of Article 2A of the Uniform Commercial Code, and no Transferred Lease Agreement creates a security interest under Section 1-203 of the Uniform Commercial Code.

(b) Each B Buyer Transferred Lease Agreement (i) was entered into (if originally entered into by a member of the Seller Group), and since the later of Lookback Date or the date such B Buyer Transferred Lease Agreement was entered into has been serviced, managed and administered (at all such times that any member of the Seller Group was responsible for the service, management and administration thereof), in all material respects in accordance with the applicable member of Seller Group’s Ordinary Course of Business and customary underwriting, servicing, management and administration standards, as applicable, and (ii) complies in all material respects with applicable Laws.

(c) Each B Buyer Transferred Lease Agreement is accounted for by the Seller Group as a capital lease pursuant to and in accordance with Financial Accounting Standards Board Standards Codification 842.

(d) The original copy of each B Buyer Transferred Lease Agreement delivered to B Buyer by Seller pursuant to Section 6.3(h) is the “authoritative” copy of such B Buyer Transferred Lease Agreement.

Section 4.13. Related Party Arrangements. No officer, member of the board of directors or managers (or equivalent governing body) of the Seller Group or, to the Knowledge of Seller, any individual in any such person’s immediate family (a) is a party to any Transferred Contract or has any interest in any Transferred Assets or Assumed Liabilities, (b) owns a material equity interest or other material financial interest in a Person that has any material business dealings with the Business (other than, in each case, any interests in the Seller Group or its Affiliates), or (c) has any material interest in any customer, supplier, landlord or other material business relation of the Business.

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Section 4.14. Disclaimer of Warranties.

(a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY (I) MADE BY SELLER AND EVEREN IN ARTICLE III AND THIS ARTICLE IV, AND (II) MADE BY ANY MEMBER OF THE SELLER GROUP IN ANY DULY EXECUTED ANCILLARY AGREEMENT OR ANY OTHER DULY EXECUTED DOCUMENT, AGREEMENT, CERTIFICATE AND OTHER INSTRUMENT DELIVERED HEREBY OR THEREBY, IN EACH CASE ENTERED INTO BY A MEMBER OF THE SELLER GROUP, NONE OF SELLER, EVEREN, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, OR ANY OTHER PERSON, MAKES OR HAS MADE ANY OTHER REPRESENTATION OR WARRANTY (EXPRESS, IMPLIED OR OTHERWISE) RELATING TO THE SELLER GROUP, ANY AFFILIATE OR REPRESENTATIVE OF THE SELLER GROUP, THE BUSINESS, ANY TRANSFERRED ASSET OR ANY ASSUMED LIABILITY (INCLUDING ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE VALUE, CONDITION, TITLE, MERCHANTABILITY, OPERABILITY, FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY AS TO ANY OF THE BUSINESS, THE TRANSFERRED ASSETS OR THE ASSUMED LIABILITIES), AND IT IS UNDERSTOOD THAT BUYERS TAKE THE TRANSFERRED ASSETS AND THE ASSUMED LIABILITIES, AS IS AND WHERE IS WITH ALL FAULTS AND WITH ANY AND ALL LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE). IT IS UNDERSTOOD THAT ANY ESTIMATES, FORECASTS, PROJECTIONS OR OTHER PREDICTIONS AND ANY OTHER INFORMATION OR MATERIALS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED OR MADE AVAILABLE TO A BUYER OR ANY OF ITS AFFILIATES OR ITS OR THEIR RESPECTIVE REPRESENTATIVES ARE NOT, AND SHALL NOT BE DEEMED TO BE, REPRESENTATIONS AND WARRANTIES OF SELLER, EVEREN OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES.

(b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER SELLER NOR EVEREN OR THEIR RESPECTIVE AFFILIATES MAKE (OR ARE DEEMED TO MAKE) ANY REPRESENTATION OR WARRANTY HEREIN IN RESPECT OF ANY EXCLUDED ASSET OR RETAINED LIABILITY.

(c) FOR CERTAINTY, NEITHER SELLER NOR EVEREN HAS MADE AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE COMPLIANCE OF THE TRANSFERRED ASSETS WITH THE TRANSPORTATION OF DANGEROUS GOODS ACT, 1992, (1992, C. 34) OR ANY PROTECTIVE DIRECTION OR MINISTERIAL OR ADMINISTRATIVE ORDER THEREUNDER; THE TRANSPORTATION OF DANGEROUS GOODS REGULATIONS; THE RAILWAY SAFETY ACT (R.S.C., 1985, C. 32 (4TH SUPP.)); CANADA, TRANSPORT CANADA, “CONTAINERS FOR TRANSPORT OF DANGEROUS GOODS BY RAIL, A TRANSPORT CANADA STANDARD”, TP 14877E (OTTAWA: TC, JANUARY 2018); OR ANY OTHER LEGISLATION OF SIMILAR APPLICATION IN FORCE AND EFFECT FROM TIME TO TIME.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYERS AND GATX

Except as set forth in the Buyer Disclosure Schedule, each Buyer (solely in respect of itself) and GATX (solely in respect of itself) hereby represents and warrants to Seller and Everen as follows (other than Section 5.5(a), which is a representation and warranty solely of GATX):

Section 5.1. Organization. Such Buyer and GATX is duly organized, validly existing and in good standing under the Laws of its applicable jurisdiction of organization. Such Buyer and GATX has the requisite business entity power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted and is duly licensed or qualified to do business in each jurisdiction in which the ownership, operation and servicing of its properties makes such licensing or qualifications necessary, except (i) as would not be, or would not reasonably be expected to be, individually or in the aggregate, material to its business and (ii) as would not, and would not reasonably be expected to, have a Buyers Material Adverse Effect.

Section 5.2. Authority. Such Buyer, and its Affiliates as applicable, and GATX and its Affiliates, as applicable, have the requisite corporate (or other organizational) power and authority to execute and deliver, and perform its obligations under, this Agreement and each Ancillary Agreement to which it is (or as of the Closing will be) a party and to consummate the transactions contemplated by the Transaction Documents. The execution and delivery by such Buyer or its Affiliates, as applicable, of this Agreement and each Ancillary Agreement to which it is (or as of the Closing will be) a party, and the performance by such Buyer or its Affiliates, as applicable, and GATX and its Affiliates, as applicable, of its obligations hereunder or thereunder, and the consummation by such Buyer or its Affiliates, as applicable, and GATX and its Affiliates, as applicable, of the transactions contemplated hereby and thereby have been (or, by the Closing will be, as applicable) duly and validly authorized by all requisite corporate (or other organizational) action on the part of such Buyer or its Affiliates, as applicable, and GATX and its Affiliates, as applicable. Upon execution and delivery of this Agreement and each Ancillary Agreement to which such Buyer or its Affiliates, as applicable, is (or as of the Closing will be) a party, this Agreement and each such Ancillary Agreement will be, duly executed and delivered by such Buyer or its Affiliates, as applicable and GATX and its Affiliates, as applicable. Assuming due authorization, execution and delivery of this Agreement and any Ancillary Agreement by the other parties thereto, this Agreement and each Ancillary Agreement to which such Buyer or its Affiliates, as applicable, and GATX and its Affiliates, as applicable, is (or as of the Closing will be) a party will constitute the legal, valid and binding obligation of such Buyer or its Affiliates, as applicable, and GATX and its Affiliates, as applicable, enforceable against such Buyer or its Affiliates, as applicable, and GATX and its Affiliates, as applicable, in accordance with their respective terms, except as may be limited by the Enforceability Exceptions.

Section 5.3. Consents.

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Assuming that all consents, approvals, filings or registrations (if any) described in Section 3.3 and Requisite Regulatory Approvals are made or obtained, no consents or approvals of, or filings or registrations with, any Governmental Entity are required to be made or obtained by such Buyer or any of its Affiliates in connection with the execution or delivery of the Transaction Documents to which such Buyer or any of its Affiliates, as applicable, and GATX and its Affiliates, as applicable, is (or as of Closing will be) a party, or the performance by such Buyer or any of its Affiliates, as applicable, and GATX and its Affiliates, as applicable, of its respective obligations under the Transaction Documents to which such Buyer or any of its Affiliates, as applicable, and GATX and its Affiliates, as applicable, is (or as of Closing will be) a party, or to effect the transactions contemplated hereby or thereby to which such Buyer or any of its Affiliates, as applicable, and GATX and its Affiliates, as applicable, is (or as of Closing will be) a party, except for the submission by such Buyer of the applications, filings or notices in connection with obtaining the Governmental Approvals set forth in Section 5.3 of the Buyer Disclosure Schedule, and such other consents, approvals, filings or registrations the failure of which to be obtained, individually or in the aggregate, (a) as would not, and would not reasonably be expected to be, material to its business and (b) as would not, and would not reasonably be expected to, have a Buyers Material Adverse Effect.

Section 5.4. No Conflict or Violation.

(a) Assuming that all consents, approvals, filings, registrations, authorizations and other actions described in Section 5.3 have been obtained or taken, and all notices described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 3.3, the execution and delivery by such Buyer (or any of its Affiliates, as applicable) and GATX (or any of its Affiliates, as applicable) of the Transaction Documents to which it (or its Affiliate, as applicable) is (or as of Closing will be) a party, the performance by such Buyer (or its Affiliate, as applicable) and GATX (or any of its Affiliates, as applicable) of its obligations under the Transaction Documents to which it is (or as of Closing will be) a party, and such Buyer or any of its Affiliates, as applicable, and GATX and its Affiliates, as applicable, effecting the transactions contemplated hereby or thereby to which it is (or as of Closing will be) a party, will not (i) conflict with or result in any violation of the Governing Documents of such Buyer or any of its Affiliates, and GATX or any of its Affiliates, (ii) conflict with or result in any violation of, or cause the loss of any benefit under, or constitute (with or without due notice or lapse of time or both) a default (or cause or give rise to any right of termination, cancellation or acceleration), or require consent under any of the terms, conditions or provisions of any Material Contract or Transferred Lease Agreement to which such Buyer or GATX is party, (iii) conflict with or violate in any material respect any Law or Order applicable to such Buyer or any of its Affiliates, and GATX or any of its Affiliates or (iv) result in the creation of any Lien (other than a Permitted Lien) upon any of the assets, properties, operations or businesses of such Buyer or any of its Affiliates, and GATX and its Affiliates, except, in the case of the foregoing (x) clauses (iii) and (iv), as would not, and would not reasonably be expected to be, material to its business and (y) clause (ii) as would not, and would not reasonably be expected to, have a Buyers Material Adverse Effect.

(b) No authorization, adoption or approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby is necessary or required of the stockholders of GATX (including in respect of G Buyer’s investment and obligations), and no such authorization, adoption or approval will be sought.

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Section 5.5. Compliance with Law.

(a) GATX and its Affiliates are in compliance with all Laws and Orders, except to the extent any non-compliance therewith would not, and would not reasonably be expected to, have a Buyers Material Adverse Effect.

(b) No Buyer nor any of their Affiliates, or GATX nor any of its Affiliates, nor any of their respective directors, officers or employees, nor, to the Knowledge of Buyer, any of their respective agents or other third party representatives (solely in their capacity as such), in each case, is or has been since the April 24, 2019, a Sanctioned Person.

Section 5.6. Litigation. There is no Action pending or, to the Knowledge of Buyer, threatened in writing, against such Buyer or GATX or, to the Knowledge of Buyer, any of their directors, managers or officers in regards to their actions as such (nor, to the Knowledge of Buyer, has any Governmental Entity indicated an intention to initiate any such Action), in each case, that, if determined adversely, would reasonably be expected to have, individually or in the aggregate, a Buyers Material Adverse Effect.

Section 5.7. Brokers. No broker, finder, financial advisor or investment banker, other than Bank of America, N.A. and BofA Securities Inc. (the fees of each of which shall be the sole responsibility of JV Buyer or its Affiliates) has been retained by or is authorized to act on behalf of any Buyer or its Affiliates, or GATX or its Affiliates, or is entitled to any broker’s, finder’s, financial advisor’s or investment banker’s fee or commission or similar payment in connection with the transactions contemplated hereby based upon arrangements made by Buyer or any of its Affiliates, or GATX or any of its Affiliates.

Section 5.8. Financing.

(a) As of the date hereof, (i) JV Buyer has received an executed copy of the JV Equity Commitment Letter from the Investors pursuant to which the Investors have committed to provide to JV Buyer the amount of cash equity financing as set forth in the JV Equity Commitment Letter, subject solely to the terms and conditions expressly set forth therein, and which provides, and shall continue to provide, that Seller is an express third party beneficiary therein (the equity financing committed pursuant to the JV Equity Commitment Letter, the “JV Equity Financing”), (ii) JV Buyer has received an executed debt commitment letter, dated as of the date hereof (such commitment letter, including all attached exhibits, schedules, annexes and term sheets thereto, and including any fee letters associated therewith as described below, collectively, the “JV Debt Commitment Letter” and, together with the JV Equity Commitment Letter, the “JV Commitment Letters”) and one or more executed fee letters associated therewith (each, a “JV Fee Letter”) from the lenders party thereto (collectively, the “JV Lenders” and together with any other Debt Financing Source for the JV Debt Financing and the Investors, the “JV Financing Sources”), pursuant to which the JV Lenders have committed, subject solely to the terms and conditions expressly set forth in the JV Debt Commitment Letter, to provide JV Buyer the amount of financing set forth in the JV Debt Commitment Letter, the proceeds of which are to be used to fund the JV Asset Sale and the other payment obligations required to be paid on the Closing Date by JV Buyer (the “JV Debt Financing” and, together with the JV Equity Financing, the “JV Financing”), (iii) B Buyer has received an executed copy of the B Buyer Equity Commitment Letter from the Investors pursuant to which the Investors have committed to provide to B Buyer the amount of cash equity financing as set forth in the B Buyer Equity Commitment Letter, and subject solely to the terms and conditions expressly set forth therein, and which provides, and shall continue to provide, that Seller is an express third party beneficiary therein (the equity financing committed pursuant to the B Buyer Equity Commitment Letter, the “B Buyer Equity Financing”; the B Buyer Equity Financing, together with the JV Equity Financing, the “Equity Financing”) and (iv) B Buyer has received an executed debt commitment letter, dated as of the date hereof (such commitment letter, including all attached exhibits, schedules, annexes and term sheets thereto, and including any fee letters associated therewith as described below, collectively, the “B Buyer Debt Commitment Letter” and, together with the B Buyer Equity Commitment Letter, the “B Buyer Commitment Letters” and, the B Buyer Commitment Letters together with the JV Commitment Letters, the “Commitment Letters”) and one or more executed fee letters associated therewith (each, a “B Buyer Fee Letter” and, together with the JV Fee Letters, the “Fee Letters”) from the lenders party thereto (collectively, the “B Buyer Lenders”; the B Buyer Lenders, together with the JV Lenders, the “Lenders”; the B Buyer Lenders, together with any other Debt Financing Source for the B Buyer Debt Financing and the Investors, the “B Buyer Financing Sources”; and the B Buyer Financing Sources together with the JV Financing Sources, the “Financing Sources”), pursuant to which the Lenders have committed, subject solely to the terms and conditions expressly set forth in the B Buyer Debt Commitment Letter, to provide B Buyer the amount of financing set forth in the B Buyer Debt Commitment Letter, the proceeds of which are to be used to fund the B Buyer Asset Sale and the other payment obligations required to be paid on the Closing Date by B Buyer (the “B Buyer Debt Financing” and, together with (x) the B Buyer Equity Financing, the “B Buyer Financing” and (y) the JV Debt Financing together with the B Buyer Debt Financing is collectively referred to as, the “Debt Financing”).

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The B Buyer Financing together with the JV Financing is collectively referred to as, the “Financing”.

(b) A true, correct and complete copy of each fully executed Commitment Letter has been provided to Seller and Everen as of the date hereof, except that the provisions in any such Fee Letters related solely to fee amounts, yield, interest rate or other price caps, original issue discount amounts, successful syndication levels, other economic terms, and, if applicable, the economic components of “flex terms” may have been redacted in a customary manner; provided, however, that no redacted term (i) provides that the aggregate amount or net cash proceeds of any Debt Financing could be reduced other than by fees to be paid or original issue discount; provided, further, that no such reduction shall result in the net cash proceeds of (x) the JV Debt Financing to be funded on the Closing Date being reduced below the amount necessary to consummate the JV Asset Sale, including the payment of the JV Buyer Purchase Price and satisfaction of all other payment obligations required to be paid on the Closing Date by JV Buyer hereunder or in respect of the JV Debt Financing or (y) the B Buyer Debt Financing to be funded on the Closing Date being reduced below the amount necessary to consummate the B Buyer Asset Sale, including the payment of the B Buyer Purchase Price and satisfaction of all other payment obligations required to be paid on the Closing Date by B Buyer hereunder or in respect of the B Buyer Debt Financing, (ii) imposes any additional conditions or other contingencies to the funding of any Debt Financing on the Closing Date (or otherwise amends, modifies or expands any conditions or other contingencies to the funding of any Debt Financing on the Closing Date in a manner adverse to the applicable Buyer), (iii) affects the availability or timing of the funding of all or any portion of any Debt Financing or (iv) affects the enforceability of any Debt Commitment Letter.

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(c) As of the date hereof, each applicable Buyer has fully paid any and all commitment fees and any and all other fees and expenses, if any, in each case, as are required by the Commitment Letters to be paid on or before the date hereof. As of the date hereof, each Commitment Letter is in full force and effect and is a legal, valid, binding and enforceable obligation of the applicable Buyer, and, to the Knowledge of such Buyer, the other parties thereto, in each case, subject to the Enforceability Exceptions. As of the date hereof, there are no other agreements, side letters or arrangements relating to the Financing that Investors or any Buyer, is party to that could affect the availability of the Financing or the timing of the Closing other than as expressly set forth in the Commitment Letters provided to Seller and Everen pursuant to Section 5.8(b).

(d) As of the date hereof, none of the Commitment Letters have been amended, supplemented, modified, withdrawn, terminated or rescinded in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to the Knowledge of Buyers, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions, except amendments to add lenders, lead arrangers, co-managers, bookrunners, syndication agents or any Person with similar or other roles or titles or to facilitate the syndication of the Debt Financings, in each case to the extent contemplated by the terms of the Debt Commitment Letters. No Investor nor any Buyer is in breach of any of the terms or conditions set forth in any Commitment Letter. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach, or a failure to satisfy any condition precedent set forth therein, in each case, on the part of any Buyer or, to the Knowledge of Buyers, any other party thereto under any Commitment Letter or result in any portion of the Financing being unavailable at the Closing. As of the date hereof, no Buyer is aware of any fact, event or other occurrence that makes any of the representations and warranties of such Buyer or Investors, in any Commitment Letter, inaccurate in any material respect. Assuming the satisfaction or written waiver of all conditions to the Closing set forth in Section 7.1 and Section 7.2. As of the date hereof, no Buyer has reason to believe any term or condition of closing of the Financing that is required to be satisfied by such Buyer as a condition of the Financing will not be satisfied as of the Closing, or that the amount of the Financing necessary with respect to (x) JV Buyer, to consummate the JV Asset Sale, including the payment of the JV Buyer Purchase Price and satisfaction of all other payment obligations required to be paid on the Closing Date by JV Buyer hereunder or in respect of the JV Debt Financing or (y) B Buyer, to consummate the B Buyer Asset Sale, including the payment of the B Buyer Purchase Price and satisfaction of all other payment obligations required to be paid on the Closing Date by B Buyer hereunder or in respect of the B Buyer Debt Financing will not be made available to the applicable Buyer as of the Closing.

(e) As of the date hereof, the only conditions precedent to the obligations of the parties under the Commitment Letters are the satisfaction or the waiver of the conditions expressly set forth in the Commitment Letters, and there are no conditions precedent or other contingencies related to the obligation of any Financing Source to fund the full amount (or any portion) of the Financing committed to be provided by it, other than as expressly set forth in the applicable Commitment Letter as in effect on the date hereof. There are no other Contracts, side letters, other written or oral agreements, arrangements, understandings, conditions precedent, contingencies or other provisions directly or indirectly relating to the Financing (including any flex provisions), other than the conditions precedent expressly set forth in the Commitment Letters, which could adversely impact the timing, availability, amount or enforceability of the Financing, including by providing for additional or different conditions to the timing or availability of the Financing not otherwise contained in the Commitment Letters.

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(f) The aggregate net cash proceeds of the applicable Financing, together with cash in immediately available funds of such Buyer, will be, at the Closing, an amount sufficient to enable (x) JV Buyer to consummate the JV Asset Sale and the other payment obligations required to be paid on the Closing Date by JV Buyer and to satisfy all of its obligations hereunder and under the Ancillary Agreements and (y) B Buyer to consummate the B Buyer Asset Sale and the other payment obligations required to be paid on the Closing Date by B Buyer and to satisfy all of its obligations hereunder and under the Ancillary Agreements, including to (i) pay the payments required to be made by such Buyer at the Closing pursuant to Section 2.12(a)(i) or Section 2.12(c)(ii), as applicable, (ii) pay all transaction expenses and any other amounts payable by such Buyer or its Affiliates in connection herewith, in each case, due at Closing, (iii) pay all related fees and expenses of such Buyer and its Affiliates due at Closing and (iv) to the extent any other amounts are required to be paid by such Buyer on the Closing Date to consummate, with respect to (x) JV Buyer, the JV Asset Sale and the other payment obligations required to be paid on the Closing Date by JV Buyer and (y) B Buyer, the B Buyer Asset Sale and the other payment obligations required to be paid on the Closing Date by B Buyer, pay all such other amounts (including refinancing or repayment of any debt contemplated hereby).

(g) The Investors have duly executed and delivered to Seller and Everen a Limited Guaranty. The Limited Guaranty is in full force and effect and is the valid, binding obligation of the Investors, enforceable in accordance with its terms, subject to the Enforceability Exceptions, and no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of the Investors.

(h) G Buyer (together with its Affiliates) has sufficient financial resources to consummate the G Asset Sale and the other payment obligations required to be paid on the Closing Date by G Buyer, including the payment of the G Buyer Purchase Price and satisfaction of all other payment obligations required to be paid on the Closing Date by G Buyer hereunder.

(i) Notwithstanding anything herein to the contrary, but subject to Section 6.16(i) and Section 8.3, in no event shall the receipt by, or the availability to, any Buyer or any of its Affiliates of any funds or the Financing or any other financing transaction be a condition to any of the obligations of Buyers to effect the Closing.

Section 5.9. Investigation by Buyer and GATX.

(a) Buyer (on behalf of itself and its Affiliates) and GATX (on behalf of itself and its Affiliates) acknowledges and agrees that it: (i) has conducted, to its satisfaction, its own independent investigation, examination, analysis and verification, and based thereon, has formed an independent judgment, of the financial condition, liabilities and results of operation of the Business, the Transferred Assets and Assumed Liabilities; (ii) has been afforded access to the books and records, facilities and officers, directors, managers, employees and other Representatives of the Seller Group for purposes of conducting a due diligence investigation with respect thereto to its satisfaction; (iii) has received materials and information requested by Buyer or its Representatives (or by GATX or its Representatives) for purposes of conducting their independent due diligence investigation to Buyer’s or GATX’s satisfaction; and (iv) had adequate access to and the opportunity to review all of the documents in the “data room” maintained by Seller and Everen or otherwise provided to Buyer or its Representatives, and GATX or its Representatives on behalf of Seller and Everen.

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In making the determination to proceed with the transactions contemplated by the Transaction Documents, Buyer and its Affiliates, and GATX and its Affiliates, have relied solely and exclusively on the results of their own independent investigation and the representations and warranties expressly set forth in Article III, Article IV, any Ancillary Agreement and in the certificates or other instruments delivered pursuant hereto and thereto, (in each case, as qualified by the Seller Disclosure Schedule with respect thereto). Buyer and GATX is (x) knowledgeable about the industries in which the Business operates, (y) capable of evaluating the merits and risks of the transactions contemplated by the Transaction Documents and (z) able to bear the substantial economic risk of such investment for an indefinite period of time. In connection with Buyer’s and GATX’s independent investigation and verification, Buyer and its Affiliates and Representatives, and GATX and its Affiliates or Representatives, may have received from Seller, Everen or their respective Affiliates or Representatives certain projections and other forecasts, including projected financial statements, cash flow items, certain business plan information and other data related to the Business, the Transferred Assets and Assumed Liabilities, and Buyer (on behalf of itself and its Affiliates), and GATX (on behalf of itself and its Affiliates) acknowledges that (1) there are uncertainties inherent in attempting to make such projections, forecasts and plans, (2) Buyer and GATX is familiar with such uncertainties and are taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and plans so furnished to it and (3) Buyer and its Affiliates and Representatives, and GATX and its Affiliates and Representatives, shall have no claim against anyone with respect to any of the foregoing. Nothing in this Section 5.9 shall limit the right of Buyer and GATX with respect to claims in the case of Fraud.

(b) Buyer (on behalf of itself and its Affiliates) and GATX (on behalf of itself and its Affiliates) acknowledges that, other than as expressly set forth in Article III, Article IV, any Ancillary Agreements and in the certificates or other instruments delivered pursuant hereto and thereto, none of Seller or its Affiliates or any of their respective directors, officers, employees, equity holders, agents or representatives or any other Person makes or has made any representation or warranty, either express or implied, to Buyer, or to GATX including any representation or warranty (x) as to the accuracy or completeness of any of the information, whether written, electronic, oral or otherwise, provided or made available to Buyer or GATX and their Affiliates or any of their respective Representatives or lenders prior to the execution hereof or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Business heretofore or hereafter delivered to or made available to Buyer or GATX and their Affiliates or any of their respective Representatives or lenders, and in any event, any such other representations or warranties may not be relied upon by any such Person.

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Section 5.10. Solvency. Assuming (x) the satisfaction of the closing conditions in Article VII and (y) the representations and warranties set forth in Article III and Article IV are true, complete and correct in all material respects, immediately after giving effect to the consummation of the transactions contemplated by the Transaction Documents at Closing: (a) the fair saleable value (determined on a going concern basis) of the assets of each Buyer and its Subsidiaries, and G Buyer and its Subsidiaries shall be greater than the total amount of their liabilities (including all contingent liabilities); and (b) Buyer and its Subsidiaries, and G Buyer and its Subsidiaries shall (i) be able to pay their respective debts as they become due and (ii) have adequate capital to carry on their respective businesses. No transfer of property is being made by Buyer and GATX and no obligation is being incurred by Buyer and GATX in connection with the transactions contemplated by the Transaction Documents at Closing or the other transactions contemplated by the Transaction Documents with the intent to hinder, delay or defraud either present or future creditors of each Buyer or any of their Affiliates, and GATX or any of its Affiliates.

Section 5.11. Canadian Transfer Taxes Registration. Section 5.11 of the Buyer Disclosure Schedule sets forth the true, complete and correct list, as of the date hereof, of all of the valid Canadian Transfer Tax registrations that are in effect for each applicable Buyer to the extent relevant to the Transferred Assets. Each Buyer, as applicable, shall notify the Seller of any material changes to the Canadian Transfer Tax registrations set out in the Buyer Disclosure Schedule prior to the Closing.

Section 5.12. Investment Canada Act. Each of B Buyer and JV Buyer is not a “non-Canadian” within the meaning of the Investment Canada Act R.S.C., 1985, c. 28 (1st Supp.) (the “Investment Canada Act”).

Section 5.13. Acknowledgement. WITHOUT LIMITING THE EXPRESS INDEMNITY OBLIGATIONS OF SELLER AND EVEREN PURSUANT TO SECTION 10.1(a), EACH BUYER AND GATX ACKNOWLEDGES AND AGREES THAT NONE OF SELLER, EVEREN OR ANY OF THEIR RESPECTIVE AFFILIATES OR ITS OR THEIR REPRESENTATIVES SHALL BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO SUCH BUYER, GATX OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PERSON RESULTING FROM THE MAKING AVAILABLE OR FAILING TO MAKE AVAILABLE TO SUCH BUYER, GATX OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PERSON, OR ANY USE BY SUCH BUYER, GATX OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PERSON OF, ANY INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS OR FORECASTS MADE AVAILABLE TO SUCH BUYER, GATX OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PERSON IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS. SUCH BUYER AND GATX ACKNOWLEDGES AND AGREES THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, IT HAS RELIED ON NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, BY OR ON BEHALF OF SELLER, EVEREN, THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, OTHER THAN (A) AS EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV OR (B) ANY REPRESENTATION OF SELLER, EVEREN, THEIR RESPECTIVE AFFILIATES AS EXPRESSLY SET FORTH IN ANY DULY EXECUTED ANCILLARY AGREEMENT OR ANY OTHER DULY EXECUTED DOCUMENT, AGREEMENT, CERTIFICATE AND OTHER INSTRUMENT DELIVERED HEREBY OR THEREBY.

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ARTICLE VI

COVENANTS

Section 6.1. Conduct of Business by the Seller Group. From and after the date hereof until the earlier of the Closing or the valid termination of this Agreement, except as JV Buyer otherwise expressly consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Section 6.1(a) or Section 6.1(b) of the Seller Disclosure Schedule:

(a) Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to): use commercially reasonable efforts to (i) conduct the Business in the Ordinary Course of Business in all material respects and (ii) maintain and preserve intact the Business, including the Transferred Assets (and the associated customers of the Business); provided that no action by any member of the Seller Group with respect to any matter specifically addressed by any provision of Section 6.1(b) shall constitute a breach or violation of this Section 6.1(a), unless such action would constitute a breach or violation of Section 6.1(b); and

(b) Seller and Everen (solely with respect to the Business) shall, and Seller shall cause the Other Seller Group Entities (solely with respect to the Business) to, refrain from taking any of the following actions, whether directly or indirectly:

(i) terminate, amend, waive, renew or otherwise modify any Transferred Contract, in each case, other than (A) amendments, waivers or modifications in the Ordinary Course of Business that (x) are not material to such Transferred Contract, (y) do not introduce any new (or expand any existing) change of control provisions, non-compete and non-solicit restrictive covenants, exclusivity provisions or most favored nations provisions or similar provisions (other than if solely applicable to the counterparty thereto), and (z) do not introduce any new early buy-outs, purchase option rights and similar rights, (B) terminations upon conclusion of the term of such Contract, (C) early terminations of Transferred Lease Agreements in the Ordinary Course of Business to the extent (x) requested by the applicable lessee, (y) that, individually and in the aggregate, do not involve more than $2,500,000 in remaining lease payment obligations by such lessee under such Transferred Lease Agreement at the time of such early termination (for determining such $2,500,000, excluding any amounts paid in respect of remaining lease payments made in connection with such early termination) and (z) the railcars and locomotives under such Transferred Lease Agreement are substantially concurrently replaced on a new Transferred Lease Agreement that provides for equivalent economic value (or better) than the terminated Transferred Lease Agreement, (D) automatic terminations or non-renewals in accordance with the applicable terms of such Contract, (E) terminations of a Transferred Lease Agreement as a result of the exercise of (I) remedies in the Ordinary Course of Business in connection with a material default by the counterparty or (II) existing early buy-outs, purchase option rights and similar rights contained in such Contract in effect as of the date hereof, (F) renewals of any Transferred Contract in the Ordinary Course of Business that do not introduce any new (or expand any existing) change of control provisions, non-compete or non-solicit restrictive covenants, exclusivity provisions or most favored nations provisions or similar provisions (other than if solely applicable to the counterparty thereto), or (G) with respect to any actions that any member of the Seller Group is otherwise expressly permitted to take by this Section 6.1;

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(ii) enter into any new Transferred Contract (for the avoidance of doubt, excluding renewals) that would have been a Material Contract or Transferred Lease Agreement if entered into on the date hereof, in each case, other than (A) entry into any new Transferred Contract in the Ordinary Course of Business (provided that such Contract does not include as a term any (x) change of control provisions, non-compete or non-solicit restrictive covenants, exclusivity provisions or most favored nations provisions or similar provisions (other than if solely applicable to the counterparty thereto), or (y) early buy-outs, purchase option rights and similar rights) or (B) with respect to any actions that any member of the Seller Group is otherwise expressly permitted to take by this Section 6.1;

(iii) pledge or subject any Transferred Assets to any Lien, other than Permitted Liens;

(iv) sell, assign, license (for the avoidance of doubt, which does not include leasing or subleasing), scrap, transfer, or otherwise dispose of any Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment, other than (A) scrapping of any railcar or locomotive that is economically unviable to return to service given its present condition (taking into account any required maintenance and storage expenses associated with such railcar or locomotive) or experiences an Event of Loss, in which case Seller shall apply the same standards to scrap and/or repair decisions as would have been applied in the Ordinary Course of Business, (B) pursuant to the exercise of early buy-outs, purchase option rights and similar rights exercised by Customers under any Contract in effect as of the date hereof, or (C) Operating Rail Equipment or Operating Locomotive Equipment reflected in the Reference Operating Rail and Locomotive Equipment Tape as scheduled for sale, scrap, transfer or disposition;

(v) sell, assign, lease, sublease, license, transfer or otherwise dispose of any Transferred Assets (excluding any Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment), other than Transferred Assets being replaced in connection with renovations and improvements that are not otherwise prohibited by this Section 6.1, and not in excess of a de minimis amount in the aggregate;

(vi) acquire for the Business any material assets, business or properties that would be Transferred Assets, other than with respect to any actions that any member of the Seller Group is otherwise expressly permitted to take by this Section 6.1; (vii) create, incur, assume or guarantee any Indebtedness that would be an Assumed Liability in excess of $1,000,000 in the aggregate;

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(viii) except as required by the terms of any Employee Benefit Plan, (A) hire any person who would, if employed as of the date hereof, be a Québec Business Employee, except to (x) fill an open position, or (y) replace a Québec Business Employee whose employment with Seller or its Affiliates terminates as permitted herein, (B) terminate the employment of any Business Employee (except for termination of employment due to such Business Employee’s voluntary resignation, disciplinary or performance reasons applied in the Ordinary Course of Business, policy violations warranting immediate termination of employment pursuant to Seller’s or its Affiliates’ policies or violations warranting termination of employment for just cause/just and sufficient cause/serious reason as defined and interpreted under applicable Laws), (C) accelerate the time of payment or vesting of any cash or equity-based awards, or other compensation, benefits or other rights under any Employee Benefit Plan with respect to any In-Scope Business Employee or Québec Business Employee (other than an acceleration at the sole cost of Seller or its Affiliates), (D) enter into, amend or terminate any Employee Benefit Plan or any arrangement that would be an Employee Benefit Plan if it were in existence on the date hereof, to the extent that such change would increase the obligations of GATX or its Affiliates pursuant hereto, (E) increase or decrease the compensation or benefits payable to any In-Scope Business Employee or Québec Business Employee, other than increases in the base salary or base wage payable to any In-Scope Business Employee or Québec Business Employee where such increases are effected in the Ordinary Course of Business; provided that this clause (E) shall not restrict any member of the Seller Group or its Affiliates from providing transaction success, retention or other stay incentive compensation to any Business Employee at its own expense; provided, further, that (x) any member of the Seller Group or its Affiliates, may pay total variable compensation awards to all Business Employees in accordance with the applicable Employee Benefit Plan (interpreted, and with any discretionary decisions thereunder made, in a manner that is substantially in the Ordinary Course of Business (it being understood that such interpretive standard shall not be interpreted as a guarantee of the same payment amounts in the event of differences in actual performance, but rather consistency in the standards and methodologies applied in determining such payments)) and (y) nothing in this Section 6.1(b)(viii) shall prevent any member of the Seller Group or its Affiliates from adopting, materially amending, or terminating any Employee Benefit Plan that applies generally to employees of any member of the Seller Group and its Affiliates or a subset thereof that is not specific to Business Employees, (F) transfer any employee from outside of the Business into the Business (except to (x) fill an open position, or (y) replace any Business Employee whose employment with Seller or its Affiliates terminates as permitted herein), or transfer any Business Employee out of the Business; provided that this clause (F) shall not restrict any Business Employee from participating in the Seller’s internal job posting process, (G) waive, release, amend, or fail to enforce the restrictive covenant obligations of any Business Employee, independent contractor in respect of the Business, former employee in respect of the Business, or current or former director in respect of the Business, (H) become a party to, establish, adopt, amend, commence participation in or terminate any Collective Bargaining Agreement or other Contract with an Employee Representative Body in connection with Seller’s or its Affiliates’ operation of the Business, or (I) recognize or certify any Employee Representative Body or group of employees as the bargaining representative for any Business Employees; for purposes of this subclause (viii), “In-Scope Business Employees” shall include (I) during the period from the date hereof through sixty days after the date hereof, all Business Employees and (II) thereafter, only those In-Scope Business Employee that have been identified in good faith as such in writing by GATX to Seller (which shall include, for the avoidance of doubt, the Québec Business Employees);

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(ix) settle or compromise, or consent to the entry of any judgment in connection with, any Action that would reasonably be expected to (A) impose any obligation on or require ongoing compliance by (I) a Buyer or any Transferred Asset that would exist following the Closing or (II) the Business that would (x) prevent, materially delay or materially impair any member of the Seller Group from complying with its obligations under this Agreement or any Ancillary Agreement or (y) involve a material restriction or limitation on the conduct of the Business or (B) otherwise restrict (other than de minimis restrictions) the operation of the Transferred Assets following the Closing;

(x) make any material change to any (A) accounting principles or practices, (B) cash management customs or practices, including timing of collection of receivable and payment of payables, or (C) internal control procedures, in each case except as required by GAAP or any other applicable accounting principles;

(xi) fail to maintain or renew, or otherwise permit to lapse, any Business Permit if such failure to maintain or renew (or lapse) would prohibit or restrict any activity of (A) the Business conducted on the date hereof (other than any prohibitions or restrictions that do not interfere with or frustrate the conduct of the Business) or (B) a Buyer in respect of any Transferred Asset or Assumed Liability after the Closing;

(xii) other than in connection with maintenance and repair in the Ordinary Course of Business, make or commit to make capital expenditures (or undertake any Liability for capital expenditures) to the extent doing so would reasonably be expected to involve an increase in Assumed Liabilities in the aggregate in excess of $500,000;

(xiii) fail to maintain in full force and effect in accordance with its terms, and without material amendment or modification, any insurance policies (A) primarily covering the Transferred Assets or the Business or (B) that is required by (or the coverage of which satisfies a requirement of) the terms of any Material Contract or Transferred Lease Agreement, in each case, without securing renewal or replacement insurance that, in the aggregate, provides materially comparable coverage;

(xiv) permit any importation of any Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment into any non-U.S. jurisdiction; provided that this Section 6.1(b)(xiv) shall not restrict (A) the daily movement of any Operating Rail Equipment, Operating Locomotive Equipment or Finance Locomotive and Rail Equipment to the extent permitted under a Transferred Lease Agreement or (B) Seller Group’s Ordinary Course of Business in Canada; or (xv) authorize or enter into any legally binding commitment or agreement to take any action prohibited by any of the foregoing clauses (i) through (xiv).

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(c) Subject to the terms of this Section 6.1 (or as otherwise expressed herein), nothing herein shall give a Buyer, GATX or any of their respective Affiliates, directly or indirectly, the right to control or direct the Seller Group’s or any of their respective Affiliates’ businesses, conduct or operations. Prior to the closing, the Seller Group and their respective Affiliates shall exercise, subject to the terms and conditions herein, complete control and supervision of their respective businesses, conducts and operations.

(d) JV Buyer will within three (3) Business Days following the date hereof, designate two (2) individuals from either of whom Seller and Everen may seek written consent to undertake any actions not permitted to be taken under Section 6.1(a) or Section 6.1(b) and shall cause such individuals to promptly respond, on behalf of JV Buyer, to Seller’s and Everen’s written requests by email. The making of a request by Seller or Everen pursuant to Section 6.1(a) or Section 6.1(b) shall not be an admission that, or otherwise imply that, Seller or Everen is required to seek an approval from JV Buyer in connection with the subject matter of such request or any similar request.

Section 6.2. Seller Group Permissible Actions and Omissions. Notwithstanding anything herein to the contrary (including Section 6.1) or any Ancillary Agreement, no member of the Seller Group shall be prevented, prohibited, restricted, limited or delayed from taking any action (or refraining from taking any action), or be required to seek or obtain a Buyer’s consent, in respect of any of the following:

(a) any matter required or necessary to comply with any Law, Order, or requirement or request in writing of any Governmental Entity of competent jurisdiction;

(b) any matter required or necessary to adhere to or comply with any Wells Fargo Global Program;

(c) any matter (i) solely and exclusively to the extent related to the Excluded Assets or the Retained Liabilities or (ii) to the extent primarily related to the Excluded Assets or the Retained Liabilities;

(d) the performance of any covenant, agreement or obligation expressly required by this Agreement or any Ancillary Agreement;

(e) the performance of any express obligations existing as of the date hereof under any Transferred Contract that was made available to Buyers; or

(f) any matter referenced in Section 6.2(f) of the Seller Disclosure Schedule.

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Section 6.3. Pre-Closing Access; Information Readiness.

(a) Until the earlier of the Closing or the valid termination hereof, upon reasonable advance written request by the applicable Buyer, Seller and Everen shall (and Seller and Everen shall cause the Other Seller Group Entities to), subject to Section 6.3(b), (i) provide to each Buyer and its authorized Representatives reasonable access during normal business hours to the Business Books and Records and officers, employees, properties and offices of the Seller Group related to the Business, (ii) furnish, or cause to be furnished, to each Buyer and its authorized Representatives existing and reasonably available financial, operating and other data and information concerning the Business, the Transferred Assets and the Assumed Liabilities as may be reasonably requested by each Buyer, in each case, solely and exclusively to the extent relating to the Transferred Assets and Assumed Liabilities and solely for the limited purpose of, notwithstanding anything to the contrary set forth in the Confidentiality Agreement or this Agreement, facilitating the consummation of the transactions contemplated hereby and (iii) furnish, or cause to be furnished, to each Buyer and its authorized Representatives the Reference Operating Rail and Locomotive Equipment Tape, the Reference Finance Equipment Tape and the Transferred Contracts. Notwithstanding anything herein to the contrary, access rights pursuant to this Section 6.3 shall be exercised in such manner as not to unreasonably interfere with or disrupt the conduct of the business or operations of the Seller Group or any of their respective Affiliates. All requests for access to such information shall be made to the representatives of Seller or Everen that Seller or Everen, as applicable, shall designate within three (3) days following the date hereof, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. If such Buyer’s employees or other Representatives are provided access to the Seller Group’s properties or locations, such Buyer shall cause such employees or other Representatives to comply with any reasonable bona fide on-site protocol and visitor policies of such property or location, to the extent made available to such Buyer a reasonable period of time prior to such access. For the avoidance of doubt, each Buyer and its respective authorized Representatives may not undertake any environmental or other physically intrusive testing or sampling in connection with their access (including pursuant to Section 6.3(c)) to the properties and offices of the Seller Group without the prior written consent of Seller (which may be provided or withheld in Seller’s sole discretion).

(b) Notwithstanding anything herein to the contrary, whether before or after the Closing, no member of the Seller Group nor any of their respective Affiliates shall be required to provide access to any officers, employees, properties, offices, Business Books and Records, documents or other information to the extent Seller or Everen, as applicable, determines in good faith that such access would reasonably be expected to (i) violate any Law or Order or adversely impact or jeopardize any legal privilege or work product doctrine or any bona fide legal, regulatory or compliance policies or procedures of the applicable member of the Seller Group or their respective Affiliates, (ii) violate any obligation of any member of the Seller Group and their respective Affiliates with respect to confidentiality to a Third Party, (iii) result in a Buyer (or its Affiliates) gaining access to any (x) information relating to any member of the Seller Group’s or their respective Affiliates’ assets, branches, facilities, businesses, systems, or operations not related to Business or (y) Seller Systems, (iv) result in the disclosure of any Tax Return or any Tax-related work papers of any member of the Seller Group or their respective Affiliates, other than Tax Returns or Tax-related work papers related exclusively to the Transferred Assets or the Business or (v) jeopardize the health, wellness or safety of any Representative of any member of the Seller Group or their respective Affiliates, including due to any Contagion Event; provided that Seller and Everen shall (and Seller and Everen shall cause the Other Seller Group Entities to)

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use commercially reasonable efforts to make other arrangements (including redacting information, obtaining consents from Third Parties or making substitute disclosure arrangements) reasonably acceptable to such Buyer that would enable disclosure to such Buyer (or its Representatives) to occur without, in the case of the foregoing (A) clause (i), violating such Law or Order or jeopardizing such privilege, (B) clause (ii), violating such obligation, (C) clause (iii), gaining access to such information, (D) clause (iv), disclosing such Tax Return or Tax-related work papers, and (E) clause (v), jeopardizing the health, wellness or safety of any such Representative (collectively and, mutatis mutandis as it applies to Buyers, the “Access Limitations”). Notwithstanding anything herein to the contrary, no member of the Seller Group or any of their Affiliates shall be required to disclose to any Buyer (or any of its respective Affiliates or its or their Representatives) any portion of any Consolidated Tax Return or any information or workpapers related thereto.

(c) Without limiting the generality of Section 6.3(a) and subject to the terms and conditions of Section 6.3(a) and Section 6.3(b), until the earlier of the Closing or the valid termination hereof, upon reasonable advance written request by any Buyer, Seller and Everen shall (and Seller and Everen shall cause the Other Seller Group Entities to), permit such Buyer and its Representatives (at the sole cost and expense of such Buyer, including any reasonable customer requested accommodations to inspect in-service railcars or locomotives of which Seller provides JV Buyer prior written notice) to conduct reasonable and customary visual inspections (but, except with respect to locomotives, not testing) of an appropriately limited sampling of Operating Rail Equipment, Operating Locomotive Equipment and/or Finance Locomotive and Rail Equipment at such times and at such locations as shall be mutually agreed by Seller and such Buyer in a manner that does to not unreasonably interfere with the use or operation of any such unit of Operating Rail Equipment, Operating Locomotive Equipment and/or Finance Locomotive and Rail Equipment; provided that (x) no member of the Seller Group shall be required to comply with any such inspection or testing request in respect of any unit of Operating Rail Equipment, Operating Locomotive Equipment and/or Finance Locomotive and Rail Equipment if such inspection or testing would violate or conflict with any request or requirements of any Third Party in possession of such unit of Operating Rail Equipment, Operating Locomotive Equipment and/or Finance Locomotive and Rail Equipment, including any Customer and any lease with any Customer, (y) whenever possible, an inspection or testing of a railcar or locomotive that is in storge shall take precedence over a railcar or locomotive that is on lease with a Customer and (z) any such inspection or testing shall be performed in compliance with all facility access requirements, right of entry processes and customary industry practices. For the avoidance of doubt, the results, findings and details of any such inspection or testing shall not provide any Buyer (or any of its Affiliates) any (i) right to amend, change, alter or modify (or seek or request any amendment, change, alteration or modification to) (x) the amount payable hereunder in respect of any unit of Operating Rail Equipment, Operating Locomotive Equipment and/or Finance Locomotive and Rail Equipment or (y) any other terms or condition herein, (ii) right to treat (or seek or request to treat) any unit of Operating Rail Equipment, Operating Locomotive Equipment and/or Finance Locomotive and Rail Equipment as an Excluded Asset, or (iii) prior to the Closing, right to cause or direct any member of the Seller Group to take any action in respect of any unit of Operating Rail Equipment, Operating Locomotive Equipment and/or Finance Locomotive and Rail Equipment.

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(d) The applicable Buyer agrees to indemnify and hold harmless each member of the Seller Group and their respective Affiliates for any and all Losses to the extent incurred by any member of the Seller Group or their respective Affiliates and its and their respective Representatives arising out of such Buyer’s (or its Representatives’) inspection or testing of Operating Rail Equipment, Operating Locomotive Equipment and/or Finance Locomotive and Rail Equipment pursuant to Section 6.3(c), including any and all claims or causes of action by any Third Party or any of Buyer’s Affiliates or its or their respective Representatives for any injuries or property damage related thereto.

(e) Prior to the Closing, Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to) use commercially reasonable efforts (including through automated and manual processes) to separate the Business Books and Records from any Retained Books and Records to the extent that the Business Books and Records are co-mingled or maintained together with the Retained Books and Records. In connection with such separation process, the Seller Group shall be permitted to Scan and Filter the Business Books and Records. Without limiting the foregoing, to the extent that Seller, Everen or the Other Seller Group Entities, as applicable, are unable to separate the Business Books and Records from the Retained Books and Records, then, prior to making any records available to each Buyer, Seller, Everen or the Other Seller Group Entities, as applicable, may redact any portions thereof that constitute Retained Books and Records. Each member of the Seller Group and their respective Affiliates shall be permitted to retain any such redacted Business Books and Records (which shall constitute Retained Books and Records) in accordance with any member of the Seller Group’s or its Affiliates’ bona fide record retention policies.

(f) Notwithstanding anything herein to the contrary, at and following the Closing, each member of the Seller Group and its Affiliates may retain copies of any and all Business Books and Records in accordance with, and subject to, Seller Group’s bona fide records retention policies and procedures, including for (i) preparation of accounting records or the management of Tax affairs, (ii) any regulatory matter or as may be required to comply with Law or applicable Order or (iii) any insurance claim, legal proceeding, Tax or other audit or governmental investigation.

(g) Prior to the Closing, Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to) use commercially reasonable efforts (including through automated and manual processes) to separate all Business Data from any other data, information, and other materials in the possession or control of the Seller Group to the extent that any Business Data is co-mingled or maintained together with such other data, information, and other materials. At or prior to the Closing, Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to) use reasonable best efforts to transfer to G Buyer and/or its Affiliate(s) all such separated Business Data in accordance with the Governance Plan and Migration Plan (the “Data Separation”). To the extent the Data Separation is not completed by the Closing, Seller will use best efforts to complete the Data Separation as soon as practicable following the Closing, and, notwithstanding anything to the contrary in this Section 6.3(g), such Data Separation occurring after the Closing shall include all Business Data generated following the Closing and prior to the completion of the Data Separation. Notwithstanding the foregoing, Seller must complete, or cause to be completed, the Data Separation for Critical Data relating to a Tranche (as defined in the Governance Plan) of Transferred Assets and Assumed Liabilities prior to the Migration (as defined in the Governance Plan) of the Transferred Assets and Assumed Liabilities contained in such Tranche.

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In connection with Data Separation, Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to), commencing upon the date hereof, reasonably cooperate with G Buyer and its Affiliates, including directing Seller’s information technology personnel to reasonably cooperate with the information technology personnel of G Buyer and its Affiliates, to identify and execute the steps reasonably necessary to successfully complete the Data Separation in accordance with this Section 6.3(g) (including converting files, developing any application programming interfaces, and providing service provider contact information). Notwithstanding anything herein to the contrary, no member of the Seller Group (nor any of their Affiliates) shall be required to provide or grant system access to personnel of any Buyer or any of their Affiliates (or any of their respective Representatives).

(h) Seller and Everen shall, and shall cause other members of the Seller Group to, use reasonable best efforts to provide to B Buyer, prior to the Closing, original copies of substantially all of the B Buyer Transferred Lease Agreements.

Section 6.4. Post-Closing Access; Retained Book and Records.

(a) After the Closing, until the seventh (7th) anniversary of the Closing Date (or such later date as may be required by Law or Order), each applicable Buyer shall and shall cause its respective Affiliates to preserve and retain all Business Books and Records and such other documents in respect of the Business in existence as of the Closing, in each case, that are transferred, delivered or transmitted to such Buyer in connection with the transactions contemplated hereby and that come into such Buyer’s possession or control as of the Closing or in connection with the transactions contemplated hereby. During such period, upon reasonable advance written notice from Seller or Everen or their respective Affiliates or Representatives, each applicable Buyer or its Affiliates, as applicable, shall, subject to the Access Limitations, (i) provide to the requesting Person or its Representatives reasonable access to such Business Books and Records and other documents in respect of the Business that are in such Buyer’s possession during normal business hours, and (ii) permit the requesting Person or its Representatives to make copies of such Business Books and Records and other documents, in each case, at no cost to the requesting Person or its Representatives, in each case, solely to the extent such access is reasonably required in connection with (A) preparation of accounting records or the management of Tax affairs, (B) any regulatory matter or as may be required to comply with Law or Order or (C) any insurance claim, legal proceeding, Tax or other audit or governmental investigation, in each case, to the extent not disruptive to the normal operations of each Buyer or its respective Affiliates, as applicable. If Seller’s or Everen’s employees or other Representatives access any Buyer’s or its Affiliates properties or locations pursuant to Seller’s access rights under this Section 6.4(a), Seller or Everen (as applicable) shall cause such employees or other Representatives to comply with any reasonable bona fide on-site protocol and visitor policies of such property or location, to the extent made available to Seller or Everen (as applicable) a reasonable period of time prior to such access.

(b) After the Closing, until the seventh (7th) anniversary of the Closing Date (or such later date as may be required by Law or Order), upon reasonable advance request by a Buyer, Seller and Everen shall (and shall cause the Other Seller Group Entities to), subject to the Access Limitations, provide such Buyer and its authorized Representatives reasonable access during normal business hours to the Retained Books and Records to the extent such access may be reasonably required in connection with (i) preparation of accounting records or the management of Tax affairs, (ii) any regulatory matter or as may be required to comply with Law or Order, (iii) any insurance claim, legal proceeding, Tax or other audit or governmental investigation or (iv) other legitimate and reasonable business purposes, in each case, and to the extent not disruptive to the normal operations of Seller, Everen or their respective Affiliates, as applicable.

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(c) After the Closing, until the seventh (7th) anniversary of the Closing Date, if Seller or Everen discover that any Retained Books and Records have been delivered to a Buyer (x) Seller or Everen shall promptly notify such Buyer and (y) such Buyer shall promptly deliver to Seller and Everen or destroy, in such Buyer’s sole discretion, such Retained Books and Records.

(d) The Buyers and GATX acknowledge and understand that, following the Closing, Seller Group expects to cease to operate the Business and, in connection therewith, Seller Group expects to wind down operations, services and functions related to the Business, including that personnel with subject-matter expertise related to the Business may no longer be employed by the Seller Group or its Affiliates (or may be employed by the Seller Group and its Affiliates in a capacity and function separate and apart from the Business), including as the result of becoming employed by any Buyer, GATX or any of their respective Affiliates. For the avoidance of doubt, the foregoing does not limit or alter any obligations of any member of Seller Group under the Transition Services Agreement or any covenants or obligations under this Agreement that survive the Closing.

Section 6.5. Efforts to Consummate.

(a) From the date hereof until the Closing or the earlier valid termination of this Agreement, on the terms and subject to the conditions set forth herein, each of (x) each Buyer, GATX and Seller shall, and shall cause their respective controlled Affiliates to, (y) B Buyer shall cause its Ultimate Parent Entity (as the term is defined in the HSR Act) to, and (z) Everen shall, in each case, use reasonable best efforts to take, or cause to be taken, and reasonably cooperate with each other party hereto (and such other party’s Representatives) in taking, any and all actions and to do, or cause to be done, and reasonably cooperate with each other party hereto (and such other party’s Representatives), in doing, any and all things necessary, required or advisable under any Law, Order or otherwise so as to consummate the transactions contemplated by the Transaction Documents as promptly as practicable, including to the extent applicable: (i) cooperating and preparing as promptly as practicable all documentation, to make all filings and to obtain all Governmental Approvals, including making all necessary, required or advisable filings relating to all Governmental Approvals as promptly as practicable; (ii) promptly notify each other party hereto of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by any party hereto, in each case, regarding any of the transactions contemplated by the Transaction Documents; (iii) supplying as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to any Competition Laws or in connection with any Requisite Regulatory Approvals; and (iv) responding as promptly as practicable to any inquiries received from, and supplying as promptly as practicable any additional information or documentation that may be requested by, the FTC, the DOJ or any other U.S. or foreign Governmental Entity in connection with any Requisite Regulatory Approvals.

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(b) Seller, Everen, each Buyer and GATX shall each be given the opportunity, to the extent not prohibited by Law, Order or such Governmental Entity, to (i) review in advance, and consult with the other parties hereto with respect to, any information submitted to any Governmental Entity and (ii) participate in all calls, conferences and meetings with Governmental Entities, in each case, with regard to or in connection with the Requisite Regulatory Approvals or the transactions contemplated by the Transaction Documents. In exercising the foregoing right, each of Seller, Everen and each Buyer shall (and shall cause its respective Affiliates to) act reasonably and as promptly as practicable. Each of Seller, Everen, GATX and each Buyer shall (A) consult with the other parties hereto with respect to making all filings and notices to Governmental Entities in respect of any Governmental Approvals as promptly as practicable and (B) keep the other parties hereto apprised of the status of matters relating to the completion of the transactions contemplated by the Transaction Documents. JV Buyer shall have sole responsibility to develop, control and direct strategy with respect to the Requisite Regulatory Approvals, including with respect to developing the (x) strategy and timing for obtaining the Requisite Regulatory Approvals, (y) responses to any request from, inquiry by, or investigation by (including the timing, nature and substance of all such responses) any Governmental Entity with respect to the transactions contemplated by the Transaction Documents, and (z) strategy for the defense and settlement of any action brought by or before any Governmental Entity that has authority to enforce any Competition Law; provided that JV Buyer shall consult with Seller and Everen and consider their views in good faith.

(c) None of Buyer, GATX, Seller nor Everen shall (and each shall cause its Affiliates not to) (i) commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, or “pull and refile,” (x) pursuant to 16 C.F.R. 803.12 the filing made under the HSR Act or (y) with respect to the CFIUS Notification submitted pursuant to 31 C.F.R. 800.509, (ii) withdraw any filing with any Governmental Entity in respect of the transactions contemplated by the Transaction Documents, or (iii) enter into a timing agreement, including any agreement to delay the consummation or not to consummate transactions contemplated by the Transaction Documents, with any Governmental Entity, without the prior written consent of the other parties hereto; provided that Buyers and GATX may “pull and refile” once with each Governmental Entity without seeking the prior written consent of Seller or Everen.

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(d) Each party hereto shall use, and shall cause its respective Affiliates to use, its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to obtain the CFIUS Approval and, in furtherance of the foregoing, shall use their respective reasonable best efforts to, to the extent applicable: (i) as promptly as practicable, but in any event, no later than twenty (20) Business Days following the date hereof, prepare and submit a CFIUS Notification; (ii) as promptly as practicable after the receipt of any comments to the draft CFIUS Notification or confirmation from CFIUS that it has no comments to such draft CFIUS filing, and in any event within ten (10) Business Days thereafter, make the formal CFIUS Notification; (iii) supply, as promptly as practicable, any certification, additional information, documents or other materials in respect of such notice or such transactions and any additional information and documentary material that may be requested by CFIUS in connection with the CFIUS review process, within the time periods specified in the applicable regulations or otherwise specified by the CFIUS staff; provided that each party hereto shall (and shall cause its respective Affiliates to) consult with the other parties hereto before any material written or oral communication with any applicable Governmental Entity relating to these matters, and, to the extent permitted by Law and reasonably practicable, shall enable the other parties hereto to participate in each such communication (including, to the extent permitted by Law, providing copies, or portions thereof, of all such documents to the non-filing party prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith; provided that the parties hereto shall be permitted to redact any such filing or information to the extent it contains commercially sensitive or confidential information); provided, further, that nothing herein shall prohibit Seller, Everen or Buyers from in good faith seeking to limit the scope or content of any request of any Governmental Entity under the CFIUS Laws; (iv) ensure that any information furnished in respect of this Section 6.5(d) is true, correct and complete and in all material respects; and (v) cooperate with each other party hereto in connection with any such filing and in connection with resolving any investigation or other inquiry of CFIUS or any other Governmental Entity under the CFIUS Laws with respect to any such filing.

(e) Notwithstanding anything herein to the contrary (but subject to Section 6.5(f)), each Buyer and GATX shall (and shall cause its respective Affiliates to) take any and all steps necessary, proper or advisable to (i) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by the Transaction Documents under any Competition Law or (ii) avoid the entry of, effect the dissolution of, and have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any Order entered or issued, or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, make unlawful, restrict or delay the consummation of the transactions contemplated by the Transaction Documents, so as to enable the parties hereto to close the contemplated transactions expeditiously (but in no event later than the Outside Date or the Extended Outside Date, as applicable), including (A) proposing, negotiating, committing to, agreeing to and effecting, by consent decree, hold separate orders or otherwise, the sale, lease, divesture, disposition, or license (or holding separate pending such disposition) of any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of the Business (which would, or are contemplated to, be Transferred Assets) or any Buyer or GATX (or their respective Affiliates), (B) otherwise taking or committing or agreeing to restrictions or actions that after the Closing would limit any of the Buyers’ or GATX’s or any of their respective Affiliates freedom of action or operations with respect to, or its or their ability to retain, any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses in respect of the Transferred Assets, (C) otherwise agreeing to any other structural or conduct remedy with respect to the Transferred Assets, the Business or the business or conduct of a Buyer, GATX or any of their respective Affiliates, (D) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations with respect to the Transferred Assets or the Business, a Buyer, GATX or any of their respective Affiliates, (E) amending, modifying or altering the governance rights (including voting power, consent rights, board of directors nominations or designation rights, board observer rights, and ownership or equity interests) of G Buyer, Brookfield Infrastructure Fund V or their Affiliates with respect to JV Buyer and its Affiliates, or (F) the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto or to such restrictions or actions (any such actions a “Regulatory Remedy”).

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In furtherance and not in limitation of the foregoing, each Buyer and GATX shall, and shall cause its respective Affiliates to, defend through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Person or entity (including any Governmental Entity) seeking to delay, restrain, prevent, enjoin, or otherwise prohibit consummation of the transactions contemplated by the Transaction Documents.

(f) Notwithstanding anything herein to the contrary, none of Buyers, GATX nor any of their respective Affiliates, shall be required to offer, negotiate (other than negotiation to limit, alter, modify or revise any actual, proposed or potential Regulatory Remedy in an effort that the associated conditions, requests or requirements of the applicable Governmental Entity would not reasonably be expected to constitute a Burdensome Condition; provided that such negotiation would not, and would not reasonably be expected to, prevent, delay or impair the receipt of any Governmental Approval), agree or commit to, accept or effect (and, for clarity, failure to do so would in no event constitute a breach hereunder) any measure, requirement, obligation, commitment, limitation or condition that would reasonably be expected to constitute a Burdensome Condition. For the avoidance of doubt, nothing contained herein shall be deemed to require any Buyer, GATX or any of their respective Affiliates to agree, effect, implement or commit to any Regulatory Remedy, unless the effectiveness of such Regulatory Remedy is contingent upon the occurrence of the Closing.

(g) In the event (i) any measure, requirement, obligation, commitment, limitation or condition is requested or required by any Governmental Entity that would reasonably be expected to constitute a Burdensome Condition, (ii) the holding separate, license, sale, divestiture, transfer or other disposition of more than 12,000 Subject Railcars (in the aggregate) (I) is necessary, proper or advisable to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by the Transaction Documents under any Competition Law or (y) avoid the entry of, effect the dissolution of, and have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any Law or Order entered or issued, or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, make unlawful, restrict or delay the consummation of the transactions contemplated by the Transaction Documents, so as to enable the parties hereto to close the contemplated transactions expeditiously (but in no event later than the Outside Date or the Extended Outside Date, as applicable), and (II) would be effective conditional upon the Closing occurring, and (iii) JV Buyer elects not to hold separate, license, sell, divest, transfer or otherwise dispose of such number of additional Subject Railcars required, necessary or advisable to satisfy such measure, requirement, obligation, commitment, limitation or condition, then Seller may elect, in its sole discretion, upon written notice to JV Buyer, that the parties hereto (I) use reasonable best efforts to take, or cause to be taken, and reasonably cooperate with each other party (and such other party’s Representatives) in taking, such additional actions as are required, necessary or advisable to effect the holding separate, license, sale, divestiture, transfer or other disposition of up to 3,000 additional Subject Railcars of the Seller Group and (II) use commercially reasonable efforts to minimize the Sale Proceeds Shortfall (provided, however, that to the extent utilizing such efforts in this subclause (II) would reasonably be expected to prevent, materially delay or materially impair the closing of the transactions contemplated by the Transaction Documents, including resulting in the Closing occurring after the Outside Date or the Extended Outside Date, as applicable, then no party hereto shall utilize such efforts).

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“Seller Election Cars” shall mean, with respect to such election by Seller pursuant to this Section 6.5(g), that number of Subject Railcars equal to the lesser of (x) the amount by which the aggregate number of Subject Railcars to be held separate, licensed, sold, divested, transferred or otherwise disposed of exceeds 12,000 and (y) the aggregate number of Subject Railcars of the Seller Group to be held separate, licensed, sold, divested, transferred or otherwise disposed. Upon any such election by Seller, the parties hereto shall calculate the difference by which the Adjusted Operating Rail Net Book Value or B Buyer Net Investment Value, as applicable, exceeds the sale proceeds for each railcar owned by the Seller Group with respect to the Business and held separate, sold, divested, transfer or otherwise disposed of pursuant to this Section 6.5(g) (such difference, the “Sale Proceeds Shortfall”). The railcars owned by the Seller Group with respect to the Business to be held separate, sold, divested, transferred or otherwise disposed that (x) in the aggregate equal the number of Seller Election Cars and (y) have the greatest Sale Proceeds Shortfall, shall be deemed the “Sale Proceeds Shortfall Cars” Notwithstanding anything herein to the contrary, JV Buyer shall at all times be permitted in its sole discretion, but not obligated, to elect to hold separate, sell, divest, transfer or otherwise dispose of more than 12,000 railcars (in the aggregate), and such additional railcars JV Buyer elects to hold separate, sell, divest, transfer or otherwise dispose of are referred to as “Buyer Election Cars”.

(h) Notwithstanding anything herein to the contrary, if any Buyer, GATX or any of their Affiliates (or any of its or their respective Representatives) evaluate, negotiate, or seek to execute any holding separate, license, sale, divestiture, transfer or other disposition of any assets of the Seller Group in a transaction to which any member of the Seller Group would be a party (rather than a transaction solely between Buyers (or their Affiliates) and such Third Party following the Closing), then (i) JV Buyer shall promptly keep Seller reasonably informed as to all material actions with any Third Party (other than a Governmental Entity) in respect thereof, (ii) Seller shall have the right (at Seller’s sole cost and expense) to review and comment on any transaction documents to be entered into in respect thereof to which a member of the Seller Group would be party to, and Buyers, GATX and their respective Affiliates shall consider in good faith any such comments received from Seller; provided, however, that such transaction documents shall be substantially consistent with secondary market industry standard contracts and (iii) no member of the Seller Group (nor any of their Affiliates) shall be required to enter into any Contract with any such Third Party in respect of any such holding separate, license, sale, divestiture, transfer or other disposition of any assets of the Seller Group without Seller’s consent (not to be unreasonably delayed, conditioned or withheld; it being understood and agreed that the price payable in respect of any Subject Railcars shall not form a basis upon which Seller may withhold its consent).

(i) Nothing contained herein shall be deemed to require Seller or Everen to (or for Seller to cause any Other Seller Group Entity or any of their respective Affiliates to) agree, effect, implement or commit to (x) take any action or (y) any condition, limitation or restriction, in each case, in connection with obtaining any Governmental Approval (such actions, “Seller Regulatory Remedy”), unless such Seller Regulatory Remedy (i) relates solely to the Business (and not any other business of any member of the Seller Group or their respective Affiliates), and (ii) is effective conditional upon the Closing occurring.

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(j) Each party hereto shall, upon request of any other party hereto, furnish to such other party all information concerning itself, its Affiliates, directors, managers, officers, employees, members, partners and shareholders and such other matters as may be reasonably necessary in connection with any filing, notice or application made by or on behalf of it or any of its Affiliates with or to any Governmental Entity in connection with the transactions contemplated by the Transaction Documents, in each case, other than information disclosure of which is prohibited by Law and subject to Section 6.3(b).

(k) Any party hereto may, as it deems necessary, designate any competitively sensitive business or other proprietary or confidential information provided to the other parties hereto under this Section 6.5 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient party hereto, and will not be disclosed by such outside counsel to employees, officers or directors of the receiving party hereto, unless express written permission is obtained in advance from the source of the materials or its legal counsel. Any party hereto may, as it deems necessary, redact or withhold in good faith information to be provided to the other parties hereto under this Section 6.5 that is subject to privilege.

(l) No Buyer nor GATX shall (and (x) each of JV Buyer and GATX shall cause its controlled Affiliates not to and (y) B Buyer shall cause its controlled Affiliates not to) directly or indirectly (whether by merger, consolidation or otherwise), acquire, purchase, lease or license (or agree to acquire, purchase, lease or license) any business, corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets (including railcars and locomotives), if doing so would, or would reasonably be expected to, (i) materially increase the risk of (A) any Governmental Entity enacting any Law or entering any Order prohibiting or restraining the Closing or (B) not being able to remove any such Law or Order on appeal or otherwise or (ii) otherwise prevent, impair or materially delay obtaining any Governmental Approval.

(m) Notwithstanding anything herein to the contrary, Seller and its Affiliates shall not be restricted, prohibited or limited in any manner from discussions with (and disclosing information to) their applicable bank and financial regulators, including in respect of the transactions contemplated by the Transaction Documents.

Section 6.6. Public Announcements.

(a) The initial press releases to be issued by each of GATX, B Buyer and Seller on the date hereof with respect to the transactions contemplated hereby shall be approved by each party hereto. Thereafter, prior to the Closing or the termination of this Agreement in accordance with its terms, without limiting any other provision herein, the parties hereto will consult with each other prior to issuing or making, and provide each other party hereto the opportunity to review and comment upon, and none of the parties hereto or their respective Affiliates (or their or their respective Affiliates’ Representatives) shall, without the prior written consent of the other parties hereto (which consent may not be unreasonably withheld, conditioned or delayed), issue or cause the publication of any press release or public announcement, or make any public presentation (including investor presentations) regarding (x) the Transaction Documents or the transactions contemplated thereby or (y) the respective business, financial condition or results of operations of the Seller Group (in respect of the Business), in the case of each Buyer and GATX, and each Buyer and GATX, in the case of the Seller Group, except for such release or announcement (i) required by Law or Order or in connection with any required or voluntary filings pursuant to applicable securities Laws to which such party hereto (or its parent entities, as applicable) is subject or by any listing agreement or rules of any national securities exchange or interdealer quotation service to which such party hereto is subject or by the request of any Governmental Entity; provided, however, that prior to any such filing or disclosure, and only if reasonably practicable, the other parties hereto shall be given prior notice thereof and a reasonable opportunity to review and comment on such filing or disclosure, and the filing or disclosing party hereto shall consider such comments in good faith, (ii) as may be necessary, required or advisable by any party hereto to enforce its rights or exercise its remedies hereunder or (iii) containing only statements consistent with the initial press releases and any other previous press releases or public announcements for which the other parties hereto provided written consent or that is made pursuant to and in accordance with any communication plan or strategy previously agreed to by the Parties.

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(b) Following the Closing or the termination of this Agreement in accordance with its terms, none of the parties hereto or their respective Affiliates (or their or their respective Affiliates’ Representatives) shall issue or cause the publication of any press release or public announcement regarding the Transaction Documents or the transactions contemplated thereby, except for such release or announcement (A) required by Law or Order or in connection with any required filings pursuant to applicable securities laws to which such party hereto (or its parent entities, as applicable) is subject or by any listing agreement or rules of any national securities exchange or interdealer quotation service to which such party hereto is subject or by the request of any Governmental Entity; provided, however, that prior to any such filing or disclosure and only if reasonably practicable, the other parties hereto shall be given prior notice thereof and a reasonable opportunity to review and comment on such filing or disclosure, and the filing or disclosing party hereto shall consider such comments in good faith, (B) as may be necessary, required or advisable by any party hereto to enforce or pursue its rights or exercise its remedies hereunder, (C) containing only statements consistent with previous press releases or public announcements for which the other parties hereto provided written consent or that is made pursuant to and in accordance with any communication plan or strategy previously agreed to by the Parties, (D) in the case of any member of the Seller Group or its Affiliates, statements about their historical ownership and operation of the Business, (E) confidentially issued by B Buyer or its Affiliates to prospective investors in B Buyer or its Affiliates to the extent reasonably necessary in connection with bona fide fundraising activities; provided that in respect of disclosure by B Buyer and its Affiliates and Representatives such disclosures are limited to information that is customarily provided to current or prospective limited partners in and financing sources of private equity funds, and (F) made by a Buyer, GATX or any of their respective Affiliates from time to time to (x) the respective employees of such Buyer, GATX or its Affiliates, in their sole discretion and (y) the customers, vendors and other business relations of a Buyer, GATX or the Business and otherwise as a Buyer or GATX may reasonably determine is necessary to comply with the requirements of any Transferred Asset or Assumed Liability.

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Section 6.7. Confidentiality.

(a) Prior to the Closing, all of information disclosed by or on behalf of any member of Seller Group to any Buyer, GATX or any of their respective Affiliates (or any of its or their respective Representatives) shall be treated as Confidential Information (as defined in the Confidentiality Agreement), subject to exclusions from Confidential Information as stated therein, pursuant to the terms of the Confidentiality Agreement. The provisions hereof, including this Section 6.7, will supersede any conflicting provision in the Confidentiality Agreement (but non-conflicting provisions will otherwise continue in full force and effect in accordance with their term). If, for any reason, the transactions contemplated hereby are not consummated, the Confidentiality Agreement shall nonetheless continue in full force and effect until the second anniversary of the termination and otherwise in accordance with its terms. The Confidentiality Agreement shall terminate and be of no further force and effect (except for any provisions of the Confidentiality Agreement that survive termination in accordance with the terms of the Confidentiality Agreement) upon the Closing.

(b) From the Closing until the two (2) year anniversary of the Closing, each Party and GATX shall (and shall cause its respective Affiliates to) keep confidential (x) the provisions of the Transaction Documents, (y) the negotiations relating to the Transaction Documents, and (z) all other information, documents and data furnished or otherwise made available to it (or its respective Affiliates or Representatives) by or on behalf of (i) each Buyer (in the case of Seller, Everen and their Affiliates), (ii) GATX (in the case of Seller, Everen and their Affiliates) and (iii) Seller and Everen (in the case of a Buyer and its Affiliates), whether before, on or after the date hereof and whether written, oral or otherwise, including any technical, scientific, trade secret or other proprietary information, together with any reports, analyses, compilations, forecasts, memoranda, notes, studies and any other materials to the extent based on such information, documents or data prepared by or for any party hereto or its Affiliates or Representatives, as applicable (collectively, “Confidential Information”) (it being understood that, notwithstanding anything herein to the contrary, Seller, Everen and their respective Affiliates and Representatives may each maintain and use for its own business purpose historical information related to the Business, Transferred Assets or Assumed Liabilities that is retained by the Seller Group and their respective Affiliates following the Closing); provided, however, that the foregoing shall not prohibit or limit any disclosure of Confidential Information: (A) to the respective Affiliates and Representatives of a party hereto who need to know such information for the purpose of assisting such party in connection with the transactions contemplated hereby and who agree to keep such Confidential Information confidential; (B) if required by Law, Order, Action or other legal, judicial or administrative proceedings or by any listing agreement or rules of any national securities exchange or interdealer quotation service to which such party is subject; (C) if requested or required by (or reasonably advisable to disclose to) any Governmental Entity; (D) for the purpose of any Tax, regulatory or financial reporting, or in connection with any Tax matters before any Taxing Authority; (E) to insurance brokers and/or insurance companies (in their capacity as an insurer of the applicable party hereto) to the extent necessary to obtain (or extend) coverage or in connection with any claim or dispute; or (F) as may be necessary, required or advisable by a party hereto to enforce its rights or exercise its remedies hereunder. Notwithstanding anything herein to the contrary, the term “Confidential Information” will not include information that is or becomes (I) available to an applicable party hereto or its Affiliates on a non-confidential basis from a source, other than the disclosing party hereto or its respective Affiliates or Representatives, if such other source is not bound by a confidentiality obligation covering the relevant information or otherwise prohibited from disclosing the relevant information to such party or (II) generally available to the public (other than as a result of a breach by such party hereto or its respective Affiliates or Representatives of this Section 6.7 or any other duty of confidentiality owed by it).

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(c) Nothing herein shall prevent any member of the Seller Group or any of their respective Affiliates from disclosing any Confidential Information to any bank or financial governmental authority or agency of competent jurisdiction (including the Federal Reserve Board and the Office of the Comptroller of the Currency) with jurisdiction over any member of the Seller Group or any of their respective Affiliates (for purposes of the BHCA), which such disclosure is necessary or desirable to respond to a written request or requirement of (including in connection with any audit or examination of or filing with) such bank or financial governmental authority or agency and, accordingly, the obligations of confidentiality and non-disclosure set out herein shall not apply to any such disclosure; provided that, (i) subject to Law, Orders and the directions of the applicable bank or financial governmental authority or agency, if any such request or requirement specifically targets the transactions contemplated hereby or Confidential Information, Seller shall use commercially reasonable efforts to provide notice to JV Buyer of any such disclosure in response to such a request or requirement and (ii) Seller shall (and shall cause its Affiliates to) request that confidential treatment be accorded any Confidential Information so furnished.

(d) Notwithstanding anything in Section 6.7(b) to the contrary, in the event that a Buyer or GATX (or any of their respective Affiliates or Representatives), or Seller or Everen (or their respective Affiliates or Representatives) seeks to disclose any Confidential Information pursuant to Section 6.7(b), it is agreed that such party hereto shall as promptly as reasonably practicable, to the extent permitted by Law and Orders, inform the other parties hereto of the terms of any such requirement. If disclosure of Confidential Information is required, the disclosing party hereto shall furnish that portion (and only that portion) of such Confidential Information that is so required to be disclosed and request that confidential treatment be accorded any Confidential Information so furnished.

(e) Notwithstanding anything herein to the contrary, B Buyer and its Affiliates and Representatives may confidentially provide information about the subject matter of this Agreement to potential investors in Brookfield Infrastructure Fund V, B Buyer or their Affiliates to the extent reasonably necessary in connection with bona fide fundraising, marketing, informational, transactional or reporting activities; provided that in respect of disclosure by B Buyer and its Affiliates and Representatives such disclosures are limited to information that is customarily provided to current or prospective limited partners in and financing sources of private equity funds.

Section 6.8. Exclusive Dealing.

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(a) Seller and Everen agree that until the earlier of the Closing or a valid termination of this Agreement, Seller and Everen shall not (and shall cause their respective Affiliates not to), directly or indirectly: (i) solicit, initiate, respond to, or knowingly facilitate or knowingly encourage or take any other action intended to facilitate any inquiries or proposals that relate to, or would reasonably be expected to lead to, any Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action intended to facilitate or encourage any inquiries or the making of any proposal that constitutes, or would be expected to lead to, any Acquisition Proposal; or (iii) enter into any agreement with respect to any Acquisition Proposal; provided that this Section 6.8 shall not apply to, or limit or restrict (A) Seller, Everen or their respective Affiliates from providing information to any of their respective Representatives, or (B) Seller, Everen or their respective Affiliates or any of their respective Representatives from, providing information to any Governmental Entity or complying with Section 6.5; provided, further, that nothing herein shall apply to or limit or restrict Seller, Everen or their respective Affiliates or any of their respective Representatives from advising any Third Party that Seller and Everen (and their respective Affiliates and its and their respective Representatives) is subject to this exclusive dealings arrangement.

(b) Prior to the Closing, Seller or Everen shall promptly notify JV Buyer of the receipt (whether by Seller, Everen, respective Affiliates or, to the Knowledge of Seller, any of their respective Representatives) of (i) any Acquisition Proposal or (ii) any inquiry that would reasonably be expected to lead to an Acquisition Proposal (such notice to include, to the extent known at such time, the material terms thereof, including the identity of the person or group of persons involved).

Section 6.9. Contact with Customers and Vendors; Consents.

(a) Prior to the Closing or the earlier valid termination of this Agreement, except in accordance with Section 6.3(a), Section 6.9(c)(i) or as otherwise set forth herein, without the express written consent (email being sufficient) of Seller, each Buyer and GATX shall not, and shall cause its Affiliates (including the Investors) and their respective Representatives not to, contact or communicate with, directly or indirectly, any director, officer, employee, customer, vendor, supplier, distributor, broker, independent contractor, service provider or agent of any member of the Seller Group or its Affiliates regarding the transactions contemplated by this Agreement (including the Confidential Information) or the Business, the Transferred Assets or the Assumed Liabilities; provided, that the foregoing shall not limit a Buyer, GATX or their respective Affiliates or its or their respective Representatives from (i) contacting or communicating with any member of the Seller Group’s or its Affiliates’ respective directors, officers, employees, customers, vendors, suppliers, distributors, brokers, independent contractors, service providers or agents, in each case, in the Ordinary Course of Business of such Person and so long as such contact or communication is unrelated to the transactions contemplated by this Agreement; (ii) advising any Person that is a customer of both a Buyer or its Affiliates, on the one hand, and the Seller Group or its Affiliates, on the other hand, that it is subject to the restrictions set forth in this Section 6.9(a), in each case, so long as no Confidential Information is used or transmitted in connection with such contact or communication; or (iii) disclosing any information generally available to the public (other than as a result of a breach by such party hereto or its respective Affiliates or Representatives of Section 6.7 or any other duty of confidentiality owed by it in connection with obtaining any consents, waivers or approvals contemplated by Sections 6.9(c) and 6.9(f)).

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(b) Notwithstanding anything herein to the contrary (including Section 2.1, Section 2.2 or Section 2.3), this Agreement shall not constitute an assignment, transfer or conveyance of (or an agreement to assign, transfer or convey) any Transferred Contract (or any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder) to a Buyer (or any of its designees) if the assignment, transfer or conveyance of such Transferred Contract (or any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder) would, without the consent, waiver or approval of any Third Party that has not been obtained (or lapse of statutory or contractual period to object that has not occurred), constitute a breach or other contravention thereof or violate any Law or Order. In such a case, the Closing shall nonetheless take place on the terms set forth herein.

(c) With respect to any Transferred Contract referred to in Section 6.9(b), (other than a Transfer Restricted B Buyer Transferred Asset) (or any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder), from the date hereof until the earlier of the (x) time that the requisite consent, waiver, approval or confirmation is obtained (or no longer required, including due to the lapse of statutory or contractual period to object) or (y) expiration date (if any) of the term of any Transferred Contract referred to in Section 6.9(b) (after giving effect to any rights of the counterparty to such Transferred Contract for replacement, extension or renewal thereof) (the “Expiration Date”), in each case, subject to Section 6.9(g):

(i) Seller, Everen and the applicable Buyer shall (and Seller shall cause the Other Seller Group Entities to and such Buyer shall cause its Affiliates to) use reasonable best efforts and cooperate in good faith to, as promptly as reasonably practicable, (A) obtain the consent, waiver or approval (or cause the lapse of statutory or contractual period to object or such consent, waiver or approval to no longer be required) related to such Transferred Contract as necessary to effect the assignment, transfer or conveyance thereof (and any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder) to such Buyer or its designated Affiliate, (B) amend, restate, supplement, alter or otherwise modify such Transferred Contract in a manner such that such consent, waiver or approval would no longer be required to assign, transfer, or convey such Transferred Contract (and any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder) to such Buyer or its designated Affiliate or (C) obtain written confirmation from the applicable counterparty with respect to such Transferred Contract, in form and substance reasonably satisfactory to Seller, Everen and JV Buyer, that no such consent, waiver or approval is required to so assign, transfer or convey such Transferred Contract (and any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder) to such Buyer or its designated Affiliate. Seller, Everen and the applicable Buyer shall (x) jointly agree on the approach and cooperate to obtain all necessary consents and (y) jointly keep such other Parties reasonably apprised of the status of the foregoing.

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(ii) The Seller Group and, after the Closing, the applicable Buyer may (but are not required to) make commercially reasonable accommodations, waivers, modifications or amendments to such Transferred Contracts in order to obtain any required consent, waiver, approval or confirmation with respect to such Transferred Contracts; provided, however, that (A) Seller or Everen, as applicable, shall obtain JV Buyer’s consent (not to be unreasonably withheld, conditioned or delayed) prior to making any accommodations, waivers, modifications or amendments to such Transferred Contracts if the effect of such accommodations, waivers, modifications or amendments would reasonably be expected to have a material and adverse economic impact on the commercial relationship between the Business and the applicable counterparty and (B) Buyer shall obtain Seller’s consent (not to be unreasonably withheld, conditioned or delayed) prior to making any accommodations, waivers, modifications or amendments to such Transferred Contracts if the effect of such accommodations, waivers, modifications or amendments would reasonably be expected to have an adverse economic impact on Seller or its Affiliates or otherwise subject any member of the Seller Group to any obligation that would not be customary for businesses in the industries in which the Business operates.

(iii) The Parties acknowledge and agree that Seller’s and Everen’s (and the Other Seller Group Entities’) obligation to use “reasonable best efforts” pursuant to this Section 6.9(c) with regard to the assignment, transfer and conveyance of any Transferred Contract shall be interpreted giving due regard to any transfer of the employment of any Transferred Employee at or following the Closing.

(iv) Notwithstanding anything herein to the contrary, a breach by Seller or Everen of their obligations under this Section 6.9(c) shall not constitute a breach of this Agreement for purposes of any condition precedent set forth in Section 7.2 (other than in the case of a willful and intentional breach).

(d) Upon and following the Closing, for any Transferred Contracts that have not been transferred at Closing due to the terms of Section 6.9(b) (other than any Transfer Restricted B Buyer Transferred Assets):

(i) Promptly upon receipt of the requisite consent, waiver, approval or confirmation (or any such consent, approval or confirmation no longer being necessary), in each case, to the reasonable satisfaction of JV Buyer (not to be unreasonably withheld, delayed or conditioned), to assign, transfer and convey such Transferred Contract (and any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder), for no additional consideration, the applicable member(s) of the Seller Group, on the one hand, and the applicable Buyer, on the other hand, shall enter into a bill of sale, if applicable, and instrument of assignment, in substantially the same form as the Instrument of Assignment (to the extent related to the assignment and assumption of such Transferred Contract and any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder), to effect the assignment, transfer and conveyance of such Transferred Contract (and any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder) to such Buyer (or a designated Affiliate).

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(ii) The Parties shall cooperate to establish a lawful agency relationship, pass-through arrangement, participations or other similar arrangement reasonably satisfactory to the Parties (each, a “Back-to-Back Arrangement”) under which (A) the applicable Buyer would (x) obtain, as of the Closing, to the fullest extent practicable and not prohibited by any Law, Order or any Contract to which Seller, Everen or their respective Affiliate and a Third Party are bound, all of the claims, rights and benefits, and (y) assume all of the corresponding Liabilities and obligations under, in each case, Transferred Contracts (and in respect of any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder) as if such Transferred Contracts (and any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder) had been assigned to such Buyer as of the Closing, including servicing obligations of the Seller Group thereunder (provided that no fee shall be payable by or to the Seller Group under the Back-to-Back Arrangement in respect of any such servicing obligations), or (B) Seller or Everen would (and Seller would cause any appliable Other Seller Entity to) enforce at the direction of and for the benefit of the applicable Buyer, with such Buyer assuming and agreeing to pay Seller’s, Everen’s or their applicable Affiliate’s obligations and costs, fees and expenses, any and all claims, rights and benefits of Seller, Everen or its applicable Affiliate against a Third Party thereto.

(iii) The applicable Buyer shall indemnify and hold harmless the Seller Indemnified Parties for all Losses solely related to any actions (or omissions to act) that Seller, Everen or their respective Affiliates take (or fail to take) at the direction of such Buyer or its Affiliates with respect to such Transferred Contract (and any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder) in connection with the Back-to-Back Arrangements. Seller and Everen shall, at the applicable Buyer’s sole cost and expense, take all such actions and execute all such documents as required by such Buyer, to the extent commercially reasonable, to facilitate the performance by such Buyer of its obligations under the Back-to-Back Arrangements or to amend, modify or otherwise alter, or waive any rights under, any such Transferred Contract as reasonably requested by such Buyer in fulfilling its obligations under the Back-to-Back Arrangements (for the avoidance of doubt, none of the Seller Group nor any of their respective Affiliates shall be required to take any action (A) prohibited by Law or Order, (B) prohibited by the direction, instruction, request or requirement of any Governmental Entity or (C) that would violate or conflict with any Wells Fargo Global Program).

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(e) From and after the Closing, Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to) promptly pay, assign and remit to the applicable Buyer (or such Buyer’s Affiliates as such Buyer may direct) all amounts received by or on behalf of the Seller Group in respect of the Transferred Assets that are not assigned, transferred or conveyed to such Buyer (or its Affiliates) at the Closing, including any monies and other consideration received in connection with the Back-to-Back Arrangements. The applicable member of the Seller Group shall remit such amounts actually collected during a calendar month not later than the fourth (4th) Business Day of the month immediately following such month (or as otherwise agreed by the Parties), except that any such amounts collected prior to the Closing in respect of periods at or after the Closing shall be paid to the applicable Buyer on the Closing Date or as promptly as practicable thereafter. Promptly following the date hereof, the Parties shall cooperate in good faith to develop and agree upon the form, content, method and frequency of delivery of reports to be prepared by Seller and Everen with respect to amounts to be paid to the applicable Buyer or its Affiliates pursuant to this Section 6.9(e), and Seller and Everen shall commence providing such reports promptly following the Closing. Seller and Everen shall permit the applicable Buyer, at such Buyer’s sole cost and expense, to audit the Seller Group’s collection, calculation and payment of the amounts contemplated by this Section 6.9(e) in accordance with Section 6.4(b).

(f) With respect to any Transferred Contract referred to in Section 6.9(b) that is a Transfer Restricted B Buyer Transferred Asset (or any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive leased thereunder), from the date hereof until the Closing, in each case, subject to Section 6.9(g), Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to) use reasonable best efforts and shall coordinate with B Buyer in good faith (including keeping B Buyer reasonably apprised of the status of negotiations with counterparties relating to the matters set forth in this Section 6.9(f), including obtaining B Buyer’s consent prior to making any Modification) to, as promptly as reasonably practicable, in each case, in form and substance satisfactory to B Buyer in its sole discretion:

(i) un-wind or otherwise terminate the Leveraged Lease Vehicle used to enter into the Transferred Contract and/or terminate the underlying Transferred Contract with respect to the Transfer Restricted B Buyer Transferred Asset, or amend, restate, supplement, alter or otherwise modify (each, a “Modification”) such Transferred Contract in a manner such that such consent, waiver or approval would no longer be required to assign, transfer, or convey such Transferred Contract (and any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder) to B Buyer or its designated Affiliate, nor to pledge such Transferred Contract pursuant to the B Buyer Debt Financing (collectively, the “Unwinding Process”); and

(ii) concurrent with seeking to effect the Unwinding Process, (A) obtain the consent, waiver or approval (or cause the lapse of statutory or contractual period to object or such consent, waiver or approval to no longer be required) related to such Transferred Contract that is a Transfer Restricted B Buyer Transferred Asset as necessary to effect the assignment, transfer, conveyance and pledge thereof pursuant to the B Buyer Debt Financing (and any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive leased thereunder) to B Buyer or its designated Affiliate, or (B) obtain written confirmation from the applicable counterparty with respect to such Transferred Contract that no such consent, waiver or approval is required to so assign, transfer or convey such Transferred Contract (and any claim, right, benefit or Liability of any member of the Seller Group arising thereunder or resulting therefrom, including in respect of any railcar or locomotive owned indirectly therethrough or leased thereunder) to B Buyer or its designated Affiliate, nor to pledge such Transferred Contract pursuant to the B Buyer Debt Financing.

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(g) Notwithstanding anything in this Section 6.9 to the contrary:

(i) The Seller shall, subject to Section 6.9(g)(ii), pay (or reimburse Buyers for) any and all out-of-pocket costs, expenses and fees in connection with obtaining (or obviating the need for) any consent, waiver, approval or confirmation contemplated in this Section 6.9 up to a cap (inclusive of Seller’s and Buyers’ costs, fees and expenses) of three million dollars ($3,000,000) (the “Consent Fee Cap”); provided, however that (A) if such costs, expenses, or fees exceed the Consent Fee Cap, then the applicable Buyer shall pay, or reimburse the Seller Group, for any such excess costs, and (B) no customer of the Business shall be charged a conversion or “set up” fee in connection with the transactions contemplated hereby.

(ii) No member of the Seller Group or any Buyer (or any of their respective Affiliates) shall be obligated or required to (A) pay or remit any money (other than a de minimis amount) or (B) offer or grant any other financial or other accommodations in connection with obtaining any consent, waiver, approval or confirmation with respect to such Transferred Contracts or making any accommodations, waivers, modifications or amendments to such Transferred Contracts in order to obtain any such required consent, waiver, approval or confirmation or obviate the need for such consent, waiver, approval or confirmation.

(iii) Where any term, provision, requirement or restriction herein relates to restrictions or limitations on the pledge of a Transferred Contract pursuant to or under the B Buyer Debt Financing, Seller and its Affiliates shall cooperate with B Buyer to address any such restrictions or limitations.

(iv) The failure to obtain (or obviate the need for) any consent, waiver, approval or confirmation with respect to any Transferred Contract shall not (A) constitute a failure to satisfy any condition set forth in Article VII or (B), except as set forth in the proviso in Section 6.9(b), relieve Buyers from their obligations to consummate the transactions contemplated hereby.

(h) Prior to the Closing, Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to) use commercially reasonable efforts to procure and maintain any license, permit, consent, authorization or approval required from any of their respective Affiliates or a Third Party (i) in order for the applicable members of the Seller Group to provide, or procure the provision of, any Service (as defined in the Transition Services Agreement) to any Recipient (as defined in the Transition Services Agreement) under the Transition Services Agreement, (ii) for any such Recipient to use, access, and receive the benefit of such Services or (iii) in connection with the performance of the obligations of the applicable members of the Seller Group under the Transition Services Agreement (each, a “TSA Consent”).

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Buyers shall use commercially reasonable efforts to provide the Seller Group with such assistance as the Seller Group may reasonably require or request in order to obtain or maintain any TSA Consent, including assistance with negotiating the terms of such TSA Consent with any relevant Third Party.

Section 6.10. Employee Matters.

(a) Québec Employees Notification. On or following the Closing, but no later than sixty (60) days prior to the expiration or termination of the Services (as defined in the Transition Services Agreement) required to be performed by each applicable Québec Business Employee, or, for a Québec Business Employee who is hired after such sixtieth (60th) day, within ten (10) days following the applicable Québec Business Employee’s date of hire by a member of the Seller Group (the actual date of transfer of such Québec Business Employee, as applicable, the “Employment Transfer Date”), (x) GATX shall, or shall cause one of its Affiliates to, continue the employment of each Québec Business Employee (including those on Leave) whose employment will be transferred by operation of Law, under substantially similar terms and conditions of employment, and (y) GATX or one of its Affiliates, shall issue a notice of transfer to each Québec Business Employee stipulating that employment with GATX (or its Affiliates) would be effective as of the applicable Employment Transfer Date. At least ten (10) Business Days prior to the applicable Employment Transfer Date, GATX shall provide to Seller a list of Québec Business Employees whose employment transferred by operation of, and in accordance with, Law as of such date. Seller shall provide access to or transfer copies to GATX or its Affiliates of all Personnel Records. For the purpose of this subsection, continued employment under substantially similar terms and conditions of employment shall include and be captured in the notice of transfer as follows: (i) a similar position to the position held immediately prior to the applicable Employment Transfer Date; (ii) at least the same salary or wage rate and incentive compensation opportunities (including annual discretionary cash/equity-based incentives and formulaic incentives) to those that were provided immediately prior to the applicable Employment Transfer Date; (iii) at least the same vacation entitlements as those that were provided immediately prior to the applicable Employment Transfer Date; (iv) the same or similar Employee Benefit Plan items under GATX’s employee benefit plans as those available to similarly situated employees of GATX (which shall include, at a minimum, health insurance (medical, dental, vision), life insurance, accident insurance, disability insurance, a retirement savings plan, and paid time off for sick/medical reasons or other reasons, as may be provided for under the applicable paid time off policy of GATX); (v) similar hours of work, flexible working arrangements, and location of work in downtown Montreal as are in place immediately prior to the applicable Employment Transfer Date; and (vi) recognition of each Québec Business Employee’s continuous service date with the Seller as confirmed in Section 4.8(a) of Seller Disclosure Schedule.

(b) Employees Outside of Québec. Following the date of determination of the In-Scope Business Employees, Seller and GATX and its Affiliates shall cooperate in good faith to facilitate GATX’s access to In-Scope Business Employees for interviews by Representatives of GATX or one of its Affiliates for purposes of making offers of employment to In-Scope Business Employees and coordinating the timing of employment with GATX to begin after Seller confirms in writing such In-Scope Business Employee’s Services under the Transition Services Agreement and any notice periods required by Seller’s severance plan are complete, as applicable.

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(c) Benefit Plan Participation; Time-Off. The Québec Business Employees shall cease active participation in each applicable Employee Benefit Plan immediately following the applicable Employment Transfer Date pursuant to the terms of the applicable Employee Benefit Plan and shall be eligible to commence participation in the employee benefit plans and employment programs of GATX or its Affiliates as of that date, subject to the terms and conditions of such plans. GATX or its Affiliates will continue the paid time off entitlements in effect prior to the applicable Employment Transfer Date with respect to each Québec Business Employee. Except as otherwise expressly provided in this Section 6.10, the Seller Group shall retain all, and neither GATX nor any of its Affiliates shall assume any, assets or Liabilities under the Employee Benefit Plans, including with respect to each Business Employee (and such Business Employee’s dependents or beneficiaries) and all eligible claims for benefits under such Employee Benefit Plans that provide health, disability or life insurance benefits that are incurred by each Business Employee prior to the applicable Employment Transfer Date or as otherwise provided by the terms of the applicable Employee Benefit Plan.

(d) Liabilities. All Employee Liabilities which become due, payable to, receivable by, and accrued in favor of Business Employees up to the date the In-Scope Business Employee is no longer employed by Seller will be the responsibility of the Seller, which Employee Liabilities shall be paid by the Seller to the In-Scope Business Employees no later than the regular payroll payment date immediately following the Hire Date. All Employee Liabilities in respect of such In-Scope Business Employees which may become due, payable to, receivable by, and accruing in favor of such In-Scope Business Employees and relating to employment by GATX or its Affiliates after the date the In-Scope Business Employee is hired by G-Corp or its Affiliates will be the responsibility of GATX or its Affiliates. Nothing in this Section 6.10(d) will limit GATX’s obligations under Section 6.10(f).

(e) Employee Communications. Any communications by GATX or its Affiliates (or its or their respective Representatives) with the Business Employees shall be subject to and in compliance with the terms hereof. Communications from GATX or its Affiliates (or its or their respective Representatives) to Business Employees following the date hereof shall be conducted through the Request for Information process set forth in the Governance Plan. Without limiting the generality of the foregoing sentence, written communications from GATX or its Affiliates (or its or their respective Representatives) to Business Employees may, upon Seller’s request, be subject to Seller’s prior review and comment (which comments GATX shall consider in good faith).

(f) Indemnification. Following the date hereof, GATX shall indemnify, defend and hold harmless each member of the Seller Group and their Affiliates and Representatives from and against any and all Losses suffered or incurred by them in connection with claims by Business Employees to the extent directly related to interactions between Business Employees, on the one hand, and GATX and its Affiliates (and each of their respective directors, officers, partners, members, employees, agents and representatives and their respective successors and assigns) on the other hand. Following the applicable Employment Transfer Date, GATX shall indemnify, defend and hold harmless each member of the Seller Group and their Affiliates and Representatives from and against any and all Losses suffered or incurred by them in connection with any and all claims with respect to the applicable Québec Business Employee.

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(g) No Third-Party Beneficiaries. Nothing contained herein is intended to (i) be treated as the establishment, termination or amendment of any particular Employee Benefit Plan or any other benefit or compensation plan, policy or arrangement, (ii) prevent GATX or Seller or any of their respective Affiliates from amending or terminating any of their benefit plans in accordance with their terms, (iii) prevent GATX or any of its Affiliates, after the applicable Employment Transfer Date, from terminating the employment of any Québec Business Employee, or (iv) create any third-party beneficiary rights or remedies in any person, including any Business Employee, any beneficiary or dependent thereof, or any collective bargaining representative thereof, including rights or remedies with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any Business Employee by GATX or Seller or any of their respective Affiliates or under any benefit plan which GATX or Seller or any of their respective Affiliates may maintain.

Section 6.11. Insurance Matters. Buyers acknowledge that all insurance coverage for the Business, Transferred Assets and Assumed Liabilities under policies of any member of the Seller Group or their respective Affiliates may be terminated as of the Closing and, following the Closing, no claims may be brought against any insurance policy of any member of the Seller Group or their respective Affiliates by a Buyer or its Affiliates.

Section 6.12. Representations and Warranties Insurance.

(a) If JV Buyer, G Buyer and/or B Buyer decides to obtain (at such Buyer’s sole cost and expense) a buy-side representations and warranties insurance policy relating to this Agreement and/or the transactions contemplated hereby (a “R&WI Policy”), then, at such Buyer’s reasonable request, Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to) reasonably cooperate (at the sole cost and expense of Buyer for reasonable and documented out-of-pocket costs and expenses of Seller and its Affiliates) with such Buyer during normal business hours in such Buyer’s effort in obtaining a R&WI Policy prior to the Closing; provided that none of the Seller Group nor any of their respective Affiliates or Representatives shall be required to make any payment to, or confer any other economic benefit on, any Person, or to undertake any obligation or incur any Liability, in connection with the foregoing.

(b) If JV Buyer, G Buyer and/or B Buyer obtains a R&WI Policy, then the applicable Buyer shall ensure that such R&WI Policy (i) expressly provides that the insurer(s) shall waive and not pursue any subrogation rights against the Seller Group or their respective Affiliates, except in the case of Fraud, and (ii) name Seller and Everen as express third-party beneficiaries thereunder in respect of the foregoing. Each Buyer shall (x) provide Seller and Everen with reasonable opportunity to review the R&WI Policy and consider in good faith Seller’s and Everen’s comments thereon and (y) not agree or consent to any amendment, restatement or other modification or waiver of any of the subrogation provisions of the R&WI Policy or any other provision of the R&WI Policy in any manner that may adversely impact any member of the Seller Group or its Affiliates.

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(c) In no event shall the availability of or binding of a R&WI Policy be a condition to Closing.

Section 6.13. Use of Names.

(a) Each Buyer acknowledges and agrees that neither it nor its Affiliates is acquiring or otherwise obtaining, and the Transferred Assets do not include, any right, title or interest in or to any Intellectual Property Rights of any member of the Seller Group or their respective Affiliates, including any Seller Name (other than the Owned Reporting Marks). Neither Buyers nor their respective Affiliates shall (i) seek to register in any jurisdiction any Seller Name or contest the use, ownership, validity or enforceability of any rights of Seller or any of its Affiliates in or to the Seller Name or (ii) have any rights in or to any Seller Name.

(b) Buyers shall (and shall cause their respective Affiliates to) (i) immediately upon Closing, cease and discontinue all uses of the Seller Name, other than as expressly permitted in this Section 6.13, and (ii) not expressly, or by implication, do business as or represent themselves as Seller, Everen or their respective Affiliates.

(c) Subject to Section 6.13(b), as promptly as practicable after the Closing, and in no event later than sixty (60) days after the Closing, Buyers and their respective Affiliates shall (i) (A) exhaust inventory of, or cease copying, using and distributing all portions of, Transferred Assets bearing any Seller Name, including signage, advertising, promotional materials, software, packaging, inventory, electronic materials, collateral goods, stationery, envelopes, checks, business cards, website content, invoices, receipts, forms, product, training and service literature and materials and other materials (collectively, “Materials”) or (B) alter any such Materials so as to permanently remove or cover over the Seller Name and (ii) permanently remove or cover over the Seller Name on locomotives included in the Transferred Assets (as applicable); provided, however, that the foregoing subclauses (A) and (B) shall not apply to Transferred Contracts bearing any Seller Name and subclause (B) shall not apply with respect to any Materials that are only used or contemplated to be used internally by a Buyer or its Affiliates (“Internal Materials”), such Buyer or its Affiliates shall use commercially reasonable efforts to cease using such Internal Materials or remove or cover over the Seller Name in the Internal Materials; provided, further, that to the extent any Materials are provided to G Buyer in connection with the Transition Services Agreement, G Buyer shall comply with the foregoing subclause (A) as promptly as practicable after, and in no event later than sixty (60) days after, the expiration or earlier termination of the Transition Services Agreement. The applicable Buyer and its Affiliates shall notify third parties to any such Transferred Contracts that such Transferred Contracts have been assigned to such Buyer or such Affiliate, as applicable; provided that any documentation related to such Transferred Contracts (e.g., amendments, extensions or renewals) drafted, prepared or printed at any time after the Closing shall not bear any Seller Name.

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(d) Each Buyer, on behalf of itself and its Affiliates, agrees that (i) use of the Seller Name during the period authorized by Section 6.13(c) shall (A) be only with respect to Materials and locomotives existing in inventory at Closing and Transferred Contracts, without alteration (other than to remove the Seller Name), and (B) not be for any new materials, locomotives or services (including any new marketing or advertising materials, contracts, or product, training or service literature) and (ii) the Materials, locomotives and all services offered in connection therewith shall be of a level of quality equal to or greater than the quality of materials, locomotives and services with respect to which the Business used the Seller Name immediately prior to Closing. Each Buyer shall take all necessary action to ensure that any other users of the Seller Name, whose rights terminate upon the Closing pursuant to this Section 6.13, shall cease use of the Seller Name, except as expressly authorized thereafter in writing by Seller (in its sole and absolute discretion). Any goodwill arising from the use of the Seller Name as described in this Section 6.13 shall inure to the benefit of Seller, Everen and their respective Affiliates.

(e) Without limiting any other remedies, if a Buyer or its Affiliates fails to comply with this Section 6.13, Seller and Everen shall (i) be entitled to a temporary, preliminary or permanent injunction or other equitable relief in accordance with Section 11.13(a), and (ii) have the right to terminate all rights to use the Seller Name as described in this Section 6.13 effective immediately.

Section 6.14. Railcar Marks.

(a) On or before the ten (10) year anniversary of the Closing (the “Remarking Deadline”), the applicable Buyer shall (and shall cause its Affiliates to) (i) physically re-stencil each railcar that bears any Specified Railcar Mark, (ii) reprogram the automatic equipment identification (AEI) tag for each railcar described in the foregoing clause (i), and (iii) update UMLER to reflect the changes in reporting marks for each railcar described in the foregoing clause (i) (the foregoing clauses (i)–(iii), the “Railcar Remarking Obligations”, and each railcar for which Railcar Remarking Obligations have not been completed, a “Specified Marked Railcar”). On or before one hundred and eighty (180) days from the Closing (the “Locomotive Remarking Deadline”), the applicable Buyer shall (and shall cause its Affiliates to) (A) physically re-stencil each locomotive that bears any Specified Railcar Mark, (B) reprogram the automatic equipment identification (AEI) tag for each locomotive described in the foregoing clause (A), and (C) update UMLER to reflect the changes in reporting marks for each locomotive described in the foregoing clause (A) (the foregoing clauses (A)–(C), the “Locomotive Remarking Obligations” together with the Railcar Remarking Obligations, the “Remarking Obligations”, and each locomotive for which Locomotive Remarking Obligations have not been completed, a “Specified Marked Locomotive” and, the Specified Marked Railcars and the Specified Marked Locomotive, together, the “Specified Marked Cars”). In furtherance and not in limitation of the foregoing, the applicable Buyer shall (and shall cause its Affiliates) to use commercially reasonable efforts to (A) satisfy the Remarking Obligations as promptly as practicable following the Closing in connection with any ordinary course maintenance of such railcars or locomotives and (B) satisfy the Remarking Obligations prior to any sale, transfer, assignment or conveyance of any Specified Marked Car to any Person.

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(b) Following the Closing and prior to written confirmation by JV Buyer to Seller that the Remarking Obligations have been fully satisfied, upon the written request of Seller, JV Buyer shall as promptly as reasonably practicable provide a written report to Seller of the status of the removal and discontinuance of all Specified Railcar Marks, including: (i) each railcar and locomotive that has ceased to be a Specified Marked Car during the applicable period or quarter, including the new reporting mark for such railcar or locomotive; (ii) each railcar and locomotive bearing a Specified Railcar Mark that suffered an Event of Loss during the applicable period or quarter (it being understood and agreed that the Remarking Obligations shall be deemed satisfied in respect of any railcar and locomotive that suffers an Event of Loss upon notice thereof by JV Buyer to Seller); (iii) each railcar and locomotive bearing a Specified Railcar Mark that was sold, transferred, assigned or conveyed to another Person during the applicable period or quarter, including identifying the entity to whom such railcar or locomotive was sold, transferred, assigned or conveyed; and (iv) all remaining Specified Marked Cars as of the last date of such report. JV Buyer shall not be required to provide any such written report more than once per every consecutive twelve (12)-month period.

(c) Notwithstanding anything herein to the contrary, the Buyers shall not (and shall cause its Affiliates not to), directly or indirectly, (i) sell, transfer, assign or convey ownership of any Specified Railcar Mark to any Person (other than Seller or its Affiliates) or (ii) stencil or re-stencil any railcar or locomotive with any Specified Railcar Mark (or authorize any other Person to do so).

Section 6.15. Seller Financing Cooperation.

(a) From the date hereof until the earlier of the Closing or the valid termination of this Agreement, each of Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to) use commercially reasonable efforts to provide (and to cause their respective subsidiaries, officers, directors, employees and accountants to and other representatives to use commercially reasonable efforts to provide), at the sole cost and expense of the applicable Buyer, in each case, all reasonable and customary cooperation to (x) each of JV Buyer and B Buyer as is reasonably requested by such Buyer in connection with the arrangement of the applicable Debt Financing (or any permitted amended, modified or alternative financing in respect thereof, including in the form of nonconvertible debt securities in either a Rule 144A offering or other offering not requiring registration under the Securities Act) and (y) G Buyer in connection with its reporting requirements under Item 9.01(a) of Form 8-K under the Exchange Act, including using commercially reasonable efforts (limited, in the case of the cooperation described in clause (y), to the following clauses (ix) and (x)) to:

(i) cause appropriate members of the Seller Group’s management team to participate during normal business hours in a reasonable number of meetings, due diligence sessions (including accounting due diligence sessions), drafting sessions and conference calls with prospective lenders, investors, underwriters, placement agents, initial purchasers and/or ratings agencies, in each case, upon reasonable prior notice at mutually agreed times and places and only to the extent customarily needed for a financing of such type; provided that such participation by the Seller Group’s management may be conducted virtually at the Seller Group’s option;

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(ii) furnish such Buyer with such financial or other information regarding the Business, the Transferred Assets and Assumed Liabilities as is customary or reasonably necessary for the preparation of customary materials for rating agency presentations, lender presentations, confidential information memoranda, investor presentations, offering documents, including offering memoranda for private placements of nonconvertible debt securities under Rule 144A, and similar customary documents reasonably necessary in connection with the applicable Debt Financing (collectively, “Debt Financing Marketing Materials”); provided, however, that in no event shall the Seller Group be required to prepare or provide any (A) financial or other information regarding projections, pro forma projections or other post-Closing pro forma financial information, (B) information that is not readily available, within the Seller Group’s possession or would not reasonably be expected to be timely obtained by using commercially reasonable efforts or (C) financial information, other than the Required Information;

(iii) assist each of JV Buyer and B Buyer with such Buyer’s preparation of (A) any definitive documentation and the schedules and exhibits thereto contemplated or required by the applicable Debt Financing, and any other customary definitive documents relating to the applicable Debt Financing, including any certificates and schedules related thereto, (B) customary materials for rating agency presentations and (C) Debt Financing Marketing Materials, including reviewing and commenting on such Buyer’s draft of a business description to be included in any Debt Financing Marketing Materials, in each case, as may be reasonably requested by such Buyer; provided, however, that in no event shall such assistance require the Seller Group to prepare or provide any (I) financial or other information regarding projections, pro forma projections or other post-Closing pro forma financial information, (II) information that is not readily available, within the Seller Group’s possession or would not reasonably be expected to be timely obtained by using commercially reasonable efforts or (III) financial information other than the Required Information;

(iv) request and facilitate (including providing any customary representation letters requested by the Seller Group’s and/or Everen’s independent auditors) and direct the Seller Group’s and/or Everen’s independent auditors to provide, consistent with customary practice, customary auditors consents (including consents of accountants for use of their reports in any materials relating to the applicable Debt Financing) and customary comfort letters addressed to the applicable Debt Financing Sources (including underwriters, placement agents or initial purchasers), including as to customary negative assurances and customary change period, in order to consummate any offering of debt securities as part of the applicable Debt Financing;

(v) provide to such Buyer at least eleven (11) Business Days prior to the Closing Date all documentation and other information with respect to the Seller Group, the Transferred Assets and the Assumed Liabilities that is required by the applicable Debt Financing Sources in connection with the applicable Debt Financing to comply with applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the requirements of 31 C.F.R. §1010.230, to the extent requested by such Buyer;

(vi) assist in facilitating the pledging of collateral and the granting and perfecting of any security interests in respect of any property securing the applicable Debt Financing, in each such case, effective no earlier than the Closing (including using commercially reasonable efforts to arrange for the delivery of any original stock certificates or trust certificates and related powers, any original promissory notes and related powers and any copies of any Transferred Lease Agreements, in each case, at or promptly following the Closing) as may be reasonably requested by such Buyer; (vii) cooperate with the reasonable and customary due diligence requests of the applicable Debt Financing Sources and provide reasonable access to documents and other information in connection with customary due diligence investigations by the applicable Debt Financing Sources, subject to the Access Limitations;

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(viii) to the extent contemplated by or required under the applicable Debt Commitment Letter, provide customary authorization letters to the Debt Financing Sources with respect to the Debt Financing Marketing Materials authorizing the distribution of information therein to prospective lenders or investors and containing a customary representation to the Debt Financing Sources, including that the public side versions of such documents do not include material non-public information about the Seller Group and/or Everen or its subsidiaries or their securities and as to the accuracy of the information contained in the Debt Financing Market Materials that was provided by the Seller Group and/or Everen;

(ix) (A) as promptly as reasonably practicable, furnish to such Buyer all Required Information, (B) assist each of JV Buyer and B Buyer in connection with such Buyer’s preparation of customary pro forma financial statements to the extent reasonably requested by such Buyer or the applicable Debt Financing Sources, and (C) assist G Buyer in connection with G Buyer’s preparation of customary pro forma financial statements to the extent reasonably requested by G Buyer to comply with G Buyer’s reporting obligations under Item 9.01(a) of Form 8-K under the Securities Act; provided that (x) Buyers shall be responsible for the preparation of customary pro forma financial statements and any pro forma adjustments or other projections giving effect to the transactions contemplated herein and (y) the Seller Group’s assistance shall relate solely to the financial information and data derived from the Seller Group’s historical books and records; and

(x) ensure that the Required Information included or to be included in any Debt Financing Marketing Materials or any current report of G Buyer on Form 8-K, as applicable, is Compliant and, if at any time Seller becomes aware that any part of the Required Information is not Compliant, Seller shall (x) promptly notify the applicable Buyer of such non-compliance and, (y) as promptly as reasonably practicable, amend the Required Information in order to enable such Buyer to amend the Debt Financing Marketing Materials or such current report or prepare an amendment or supplement thereto, so that Required Information in any Debt Financing Marketing Materials or current report as so amended or supplemented is Compliant.

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(b) Notwithstanding anything herein to the contrary, nothing herein requires any member of the Seller Group or their respective Affiliates or Representatives to (i) execute or approve any debt financing or any definitive financing documents, including any credit or other agreements, pledge documents, security documents or other certificates in connection with the Debt Financing (other than representation letters referred to in Section 6.15(a)(iv)), (ii) provide cooperation or take any other action to the extent that it could reasonably be expected to conflict with or violate any Law or Order or result in a breach of, or a default under, this Agreement, (iii) breach, waive or amend any terms of this Agreement, (iv) provide cooperation or take any other action to the extent it could reasonably be expected to result in any condition to the Closing set forth in Article VII to not be satisfied in a timely manner (or materially increase the likelihood of any such condition to not be satisfied in a timely manner), (v) violate any obligation of confidentiality binding on any member of the Seller Group or their respective Affiliates or Representatives, (vi) deliver any financial statements to the extent not produced by the Seller Group in the Ordinary Course of Business (other than the applicable Financial Statements required by Section 6.22), (vii) unreasonably interfere with the ongoing business or operations of any member of the Seller Group or any of their respective Affiliates or (viii) provide access to or disclose information which could reasonably be expected to result in waiving any attorney-client privilege, work-product or similar privilege. Additionally, (A) none of the Seller Group nor their respective Affiliates shall be required to pay or incur any fee, cost or expense or incur or assume any Liability or obligation in connection with any Debt Financing (other than as are expressly reimbursable or payable by a Buyer), (B) none of the directors of any member of the Seller Group or their respective Affiliates shall be required to authorize or adopt any resolutions approving the agreements, documents, instruments and transactions contemplated in connection with the Debt Financing, (C) none of the Seller Group nor their respective Affiliates or Representatives, in their capacity as such, shall be required to make any representation to any Buyer, any of its Affiliates, any Lender, Debt Financing Source, agent or lead arranger, or any other Person with respect to any action under this Section 6.15, including as to solvency, or to deliver or require to be delivered any solvency or similar certificate or any legal opinion (it being understood that such Buyer shall provide any solvency or similar certificate required in connection with the applicable Financing and such Buyer’s counsel shall provide any legal opinion required in connection with the applicable Debt Financing) and (D) none of the Seller Group nor their respective Affiliates or Representatives shall be required to seek any amendment, waiver, consent or other modification under any Indebtedness. Nothing hereunder shall require any employee, officer, director or other Representative of the Seller Group or their respective Affiliates to deliver any certificate or other document or take any other action that would potentially result in personal liability to such employee, officer, director or other Representative.

(c) The Seller Group and Everen hereby consent to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to harm or disparage the Seller Group and Everen or its subsidiaries in any respect.

(d) JV Buyer shall indemnify, defend and hold harmless each member of the Seller Group and their respective Affiliates and Representatives, from and against any obligation, claim, interest or Loss suffered or incurred by them in connection with any cooperation provided under this Section 6.15 with respect to the JV Debt Financing, the arrangement of the JV Debt Financing and any information provided in connection therewith, in each case, other than to the extent any of the foregoing was suffered or incurred as a result of the bad faith, gross negligence or willful misconduct of, any member of the Seller Group and their respective Affiliates and Representatives.

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JV Buyer shall promptly, but not earlier than the Closing Date or termination of this Agreement in accordance with its terms, reimburse each member of the Seller Group and their respective Affiliates and Representatives for all reasonable and documented costs, fees and expenses incurred by such Persons in connection with any cooperation provided under this Section 6.15 with respect to the JV Debt Financing or the arrangement of the JV Debt Financing, or otherwise in connection with the JV Debt Financing (including, in each case, reasonable and documented out-of-pocket auditor’s and attorneys’ costs, fees and expenses).

(e) B Buyer shall indemnify, defend and hold harmless each member of the Seller Group and their respective Affiliates and Representatives, from and against any obligation, claim, interest or Loss suffered or incurred by them in connection with any cooperation provided under this Section 6.15 with respect to the B Buyer Debt Financing, the arrangement of the B Buyer Debt Financing and any information provided in connection therewith, in each case, other than to the extent any of the foregoing was suffered or incurred as a result of the bad faith, gross negligence or willful misconduct of, any member of the Seller Group and their respective Affiliates and Representatives. B Buyer shall promptly, but not earlier than the Closing Date or termination of this Agreement in accordance with its terms, reimburse each member of the Seller Group and their respective Affiliates and Representatives for all reasonable and documented costs, fees and expenses incurred by such Persons in connection with any cooperation provided under this Section 6.15 with respect to the B Buyer Debt Financing or the arrangement of the B Buyer Debt Financing, or otherwise in connection with the B Buyer Debt Financing (including, in each case, reasonable and documented out-of-pocket auditor’s and attorneys’ costs, fees and expenses).

(f) G Buyer shall indemnify, defend and hold harmless each member of the Seller Group and their respective Affiliates and Representatives, from and against any obligation, claim, interest or Loss suffered or incurred by them in connection with any cooperation provided under this Section 6.15 with respect to G Buyer’s reporting requirements and any information provided in connection therewith, in each case, other than to the extent any of the foregoing was suffered or incurred as a result of the bad faith, gross negligence or willful misconduct of, any member of the Seller Group and their respective Affiliates and Representatives. G Buyer shall promptly, but not earlier than the Closing Date or termination of this Agreement in accordance with its terms, reimburse each member of the Seller Group and their respective Affiliates and Representatives for all reasonable and documented costs, fees and expenses incurred by such Persons in connection with any cooperation provided under this Section 6.15 with respect to G Buyer’s reporting requirements, or otherwise in connection with G Buyer’s reporting requirements (including, in each case, reasonable and documented out-of-pocket auditor’s and attorneys’ costs, fees and expenses).

(g) All non-public or other confidential information provided by the Seller Group or their respective Affiliates or Representatives pursuant to this Section 6.15 shall be kept confidential and used in accordance with the Confidentiality Agreement and Section 6.7, as applicable.

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Notwithstanding the foregoing or anything in the Confidentiality Agreement to the contrary, (i) each of JV Buyer and B Buyer and their respective Affiliates will be permitted to disclose such information to any actual or prospective Debt Financing Sources (and, in each case, to their respective counsel and auditors) to the extent reasonably necessary to facilitate the applicable Debt Financing, so long as such Persons (A) agree to be bound by the Confidentiality Agreement as if parties thereto or (B) are subject to other confidentiality undertakings that are at least as restrictive on such actual or prospective Debt Financing Source as the confidentiality restrictions binding on Representatives of Buyer set forth in the Confidentiality Agreement, and which shall in any event require “click through” or other affirmative actions on the part of such actual or prospective Debt Financing Source to access such information, (ii) subject to the prior written consent of Seller (not to be unreasonably delayed, conditioned or withheld), each Buyer and its related Affiliates may disclose any information to the extent reasonably required (in the good faith judgment of such Buyer) to be included in any prospectus, private placement memorandum or other similar offering document in connection with any Financing, (iii) each Buyer, the Debt Financing Sources and their related Affiliates may disclose any information to any rating agency, subject to customary confidentiality undertakings by such rating agency, in connection with any Debt Financing and (iv) G Buyer will be permitted to disclose the applicable Financial Statements and related information of the Business to comply with G Buyer’s reporting obligations under Item 9.01(a) of Form 8-K under the Securities Act.

(h) Notwithstanding anything herein to the contrary, a breach by Seller or Everen of their obligations under this Section 6.15 shall not constitute a breach of this Agreement for purposes of Article VII (other than in the case of (x) a willful or intentional material breach, (y) a breach by Seller or Everen that was the proximate and direct cause of a Buyer’s failure to obtain the applicable Debt Financing or (z) a breach of Section 6.15(i)) or a breach of any condition precedent set forth in Section 7.2 (other than in the case of (x) a willful or intentional material breach, (y) a breach by Seller or Everen that was the proximate and direct cause of Buyer’s failure to obtain the Debt Financing or (z) a breach of Section 6.15(i)).

(i) Each of Seller and Everen shall (and Seller shall cause the Other Seller Group Entities to) use reasonable best efforts to provide, at the sole cost and expense of Buyers, in each case, all reasonable cooperation with each Buyer as is requested or required to satisfy any requirement, condition or other request (including any request for access to any Transferred Assets or any books or record solely and exclusively to the extent related thereto, including in respect of any inventory appraisals and any field audits) from any Seller Affiliate Financing Sources in connection with the Debt Financings.

Section 6.16. Buyer Financing Covenant.

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(a) Each of JV Buyer and B Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done all things necessary, proper or advisable to arrange and obtain the JV Debt Financing and the B Buyer Debt Financing, respectively, on or prior to the Closing Date on the terms and conditions described in the applicable Debt Commitment Letter (including, as necessary, the “flex” provisions contained in any applicable Fee Letter) (or, if available, on other terms acceptable to such Buyer, so long as such other terms do not include or result in a Prohibited Modification), including maintaining in full force and effect the applicable Debt Commitment Letter (except for amendments, restatements, replacements, supplements, terminations and other modifications and waivers that do not include or result in a Prohibited Modification and are otherwise not prohibited by this Section 6.14) and using commercially reasonable efforts to (i) satisfy, or cause to be satisfied, on a timely basis, or obtain a waiver of, all conditions precedent in the applicable Debt Commitment Letter to the extent within such Buyer’s control, (ii) negotiate and enter into definitive agreements with respect to the applicable Debt Financing on substantially the terms and conditions contemplated by the applicable Debt Commitment Letter (which definitive financing agreements shall not (A) reduce the net aggregate amount of the applicable Debt Financing to be funded on the Closing Date below the amount necessary to consummate the applicable Asset Sale contemplated hereby to be consummated by such Buyer, pay the JV Buyer Purchase Price or the B Buyer Purchase Price, as applicable, and satisfy all other payment obligations under this Agreement required to be paid on the Closing Date by such Buyer hereunder or in respect of the applicable Debt Financing (including by increasing the amount of fees to be paid, increasing original issue discount or modifying flex provisions in a manner that effectively reduces the funding amount), unless, in each case, the amount of the applicable Equity Financing has been increased by a corresponding amount, (B) amend, modify or supplement the conditions or contingencies to, or impose new or additional conditions to, or expand any existing condition to, the applicable Debt Financing from that contemplated in the applicable Debt Commitment Letter, (C) prevent or materially delay funding of the applicable Debt Financing or make funding of the applicable Debt Financing materially less likely to occur at the Closing, (D) impair, delay or prevent the consummation of the transactions contemplated hereby, (E) adversely impact the ability of such Buyer to enforce its rights against the other parties to the applicable Debt Commitment Letter or the applicable Debt Documents or (F) impose any obligations on any member of the Seller Group or any of their respective Affiliates (subject to Section 6.15) (the effects described in the foregoing subclauses (A) through (F), the “Prohibited Modifications”)), (iii) consummate such Debt Financing at or prior to the Closing, including, if all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied, using reasonable best efforts to cause the Persons providing such Debt Financing to comply with their respective obligations under the applicable Debt Commitment Letter including to fund the applicable Debt Financing at Closing and (iv) comply with its obligations under the applicable Debt Commitment Letter and the other applicable Debt Documents.

(b) JV Buyer acknowledges and agrees that it shall be fully responsible for obtaining the JV Equity Financing in accordance with the JV Equity Commitment Letter and shall, and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to, at the Closing, arrange, consummate and obtain the JV Equity Financing on the terms and subject to the conditions described in the JV Equity Commitment Letter, including using commercially reasonable efforts to take (and causing its Affiliates to use commercially reasonable efforts to take) all actions within its control necessary to (i) maintain in full force and effect (and comply with their respective obligations under) the JV Equity Commitment Letter on the terms and subject to the conditions contained therein until the Closing or the JV Equity Commitment Letter terminates in accordance with its respective terms and (ii) satisfy on a timely basis all conditions in the JV Equity Commitment Letter within its control. JV Buyer agrees that Seller and Everen shall be entitled to specifically enforce the obligations of JV Buyer pursuant to the JV Equity Commitment Letter, subject to Section 11.13 and the terms and conditions thereof.

(c) B Buyer acknowledges and agrees that it shall be fully responsible for obtaining the B Buyer Equity Financing in accordance with the B Buyer Equity Commitment Letter and shall, and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to, at the Closing, arrange, consummate and obtain the B Buyer Equity Financing on the terms and subject to the conditions described in the B Buyer Equity Commitment Letter, including using commercially reasonable efforts to take (and causing its Affiliates to use commercially reasonable efforts to take) all actions within its control necessary to (i) maintain in full force and effect (and comply with their respective obligations under) the B Buyer Equity Commitment Letter on the terms and subject to the conditions contained therein until the Closing or the B Buyer Equity Commitment Letter terminates in accordance with its respective terms and (ii) satisfy on a timely basis all conditions in the B Buyer Equity Commitment Letter within its control.

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B Buyer agrees that Seller and Everen shall be entitled to specifically enforce the obligations of B Buyer pursuant to the B Buyer Equity Commitment Letter, subject to Section 11.13 and the terms and conditions thereof.

(d) Neither JV Buyer nor B Buyer shall, without Seller’s and Everen’s prior written consent, permit or consent or agree to (i) any early termination or replacement of the applicable Equity Commitment Letter or (ii) any amendment, restatement, supplement or other modification to, or waiver of any provision or remedy under, the applicable Equity Commitment Letter if such amendment, restatement, supplement, modification or waiver would reasonably be expected to (A) materially impair, materially delay or prevent the consummation of the transactions contemplated hereby, (B) reduce (or could have the effect of reducing) the aggregate amount of the applicable Equity Financing below the amount necessary to consummate the transactions contemplated by this Agreement to be consummated by such Buyer, (C) impose new or additional conditions precedent to the funding of the applicable Equity Financing or otherwise expand, amend or modify any of the existing conditions to the funding of the applicable Equity Financing, (D) make the funding of the commitments under the applicable Equity Commitment Letter less likely to occur or (E) otherwise adversely affect the ability of such Buyer to timely consummate the transactions contemplated hereby to be consummated by such Buyer or adversely impact the ability of such Buyer to enforce its rights against the Investors or any other parties to the applicable Equity Commitment Letter (including any right to seek or obtain specific performance of the applicable Equity Commitment Letter); provided that such Buyer may amend, supplement, modify or waive any terms of the applicable Equity Commitment Letter with respect thereto without the consent of Seller and Everen to correct typographical errors, so long as any such amendment, supplement, modification or waiver could not reasonably be expected to result in the foregoing circumstances outlined in the foregoing subclauses (A)-(E). Prior to permitting or consenting to any amendment, restatement, supplement or other modification to, or waiver of any provision or remedy under, the applicable Equity Commitment Letter, JV Buyer or B Buyer, as applicable, shall (1) provide Seller and Everen with the opportunity to review any such amendment, restatement, supplement, modification or waiver and (2) consider in good faith revising such amendment, restatement, supplement, modification or waiver to reflect any reasonable comments made by Seller and Everen thereon. JV Buyer or B Buyer, as applicable, shall promptly furnish to Seller and Everen true, complete and correct copies of any amendment, restatement, supplement, modification, consent or waiver relating to the applicable Equity Commitment Letter. For purposes of this Agreement (other than with respect to representations in this Agreement made by JV Buyer or B Buyer that speak as of the date of this Agreement), references to the “Equity Financing” will include the financing contemplated by the “Equity Commitment Letters” as expressly permitted by this Section 6.16(d) to be amended, restated, supplemented, modified or waived, in each case from and after the date of such expressly permitted amendment, restatement, supplement, modification or waiver.

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(e) Upon the reasonable request of Seller or Everen, each of JV Buyer and B Buyer shall keep Seller and Everen informed as promptly as practicable and in reasonable detail of the status of its efforts to arrange the applicable Debt Financing. Without limiting the generality of the foregoing, each such Buyer shall give Seller and Everen as promptly as practicable after the Knowledge of such Buyer (and in any event within two (2) Business Days) written notice (i) of any breach or default by such Buyer, or to the Knowledge of such Buyer, any other party to the applicable Equity Commitment Letter, any other party to the applicable Debt Commitment Letter or any other party to the definitive agreements with respect to the applicable Debt Financing (such definitive agreements related to (x) the JV Debt Financing, collectively, with the JV Debt Commitment Letter, the “JV Debt Documents” and (y) the B Buyer Debt Financing, collectively with the B Buyer Debt Commitment Letter, the “B Buyer Debt Documents”; the JV Debt Documents and the B Buyer Debt Documents, collectively, the “Debt Documents”), (ii) if and when such Buyer receives notice that all or any portion of the Financing contemplated by any applicable Commitment Letter is not reasonably expected to be available, (iii) if and when such Buyer receives written notice from any party to an applicable Commitment Letter or any party to an applicable Debt Document with respect to any actual or threatened (in writing) breach, default, termination or repudiation by any party to such applicable Commitment Letter or such applicable Debt Document, as applicable, (iv) of any material dispute or disagreement between or among any parties to any applicable Commitment Letter or any definitive agreement related to the applicable Financing (but excluding for the avoidance of doubt any ordinary course negotiations with respect to the terms of the applicable Debt Financing or any definitive documents related thereto), (v) of any amendment or modification of, or waiver under, any applicable Commitment Letter or any portion of any applicable Financing, (vi) of any expiration or termination of the applicable Equity Commitment Letter, the applicable Debt Commitment Letter or any other applicable Debt Document or (vii) the occurrence of any other event or development that could reasonably be expected to adversely impact the ability of such Buyer to consummate the applicable Asset Sale to be consummated by such Buyer, pay the JV Buyer Purchase Price or the B Buyer Purchase Price, as applicable, and satisfy all other payment obligations required to be paid under this Agreement on the Closing Date by such Buyer hereunder or in respect of the applicable Debt Financing.

(f) Neither JV Buyer nor B Buyer shall, without Seller’s and Everen’s prior written consent, permit or consent or agree to (i) any amendment, restatement, replacement, supplement or other modification to, or waiver of any provision or remedy under, the JV Debt Commitment Letter or B Buyer Debt Commitment Letter, respectively, if such amendment, restatement, supplement, termination, modification or waiver includes, or would result in, a Prohibited Modification (provided that the applicable Buyer may amend, supplement, modify or waive any terms of the applicable Debt Commitment Letter and/or the other applicable Debt Documents with respect thereto without the consent of Seller or Everen to (I) correct typographical errors or (II) add lenders, lead arrangers, bookrunners, syndication agents or similar entities of similar credit quality, in each case, to the extent that such amendment, supplement, modification or waiver does not include, and would not result in, a Prohibited Modification) or (ii) any termination or replacement of the applicable Debt Commitment Letter. JV Buyer or B Buyer shall, as applicable, promptly furnish to Seller and Everen true, complete and correct copies of any amendment, restatement, supplement or other modification to, or waiver of any provision or remedy under, the applicable Debt Commitment Letter or any other applicable Debt Documents.

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For purposes of this Agreement (other than with respect to representations in this Agreement made by Buyers that speak as of the date of this Agreement), references to (i) the “Financing” or the “Debt Financing” will include the financing contemplated by the applicable Debt Commitment Letter as expressly permitted by this Section 6.16(f) to be amended, restated, replaced, supplemented, modified or waived, in each case, from and after the date of such expressly permitted amendment, restatement, replacement, supplement, modification or waiver and (ii) the “the JV Debt Commitment Letter”, the “B Buyer Debt Commitment Letter”, the “Debt Commitment Letters”, the “JV Fee Letters”, the “B Buyer Fee Letters” and the “Fee Letters” shall include each such document, as applicable, as amended, restated, replaced, supplemented or otherwise modified or waived to the extent such amendment, restatement, replacement, supplement, other modification or waiver was expressly permitted under this Section 6.16(f), in each case from and after the date such expressly permitted amendment, restatement, replacement, supplement or other modification or waiver.

(g) In the event that, notwithstanding the use of commercially reasonable efforts by JV Buyer or B Buyer, as applicable, to satisfy its obligations under Section 6.16(a), (x) all or any portion of the applicable Debt Financing becomes unavailable in an amount required to consummate the transactions contemplated hereunder on the terms and conditions set forth in the applicable Debt Commitment Letter or (y) any of the applicable Debt Documents shall be withdrawn, repudiated, terminated or rescinded (any such event or circumstance, a “Financing Failure Event”), the applicable Buyer shall, as promptly as practicable following the occurrence of such Financing Failure Event, notify Seller and Everen of such Financing Failure Event and the reasons therefor and use its commercially reasonable efforts to obtain, or cause to be obtained, alternative financing, including from alternative sources, in an amount sufficient, when added to the portion of the applicable Debt Financing that is and remains available and the applicable Equity Financing, to consummate the applicable Asset Sale to be consummated by such Buyer, including the payment of the JV Buyer Purchase Price or the B Buyer Purchase Price, as applicable, and satisfaction of all other payment obligations required to be paid on the Closing Date by such Buyer hereunder or in respect of such applicable Debt Financing (“Alternative Financing”) as promptly as practicable following the occurrence of such Financing Failure Event, containing conditions to draw, conditions to Closing and other terms that could reasonably be expected to affect the availability thereof that (i) are not materially less favorable, when taken as a whole, to such Buyer (as determined by such Buyer in good faith) than those conditions and terms contained in the applicable Debt Commitment Letter (including the related Fee Letters) and (ii) could not reasonably be expected to materially impair, delay or prevent the Closing or make the Closing materially less likely to occur (provided that such Buyer shall not be required to (A) pay any fees and expenses in excess of those contemplated under the applicable Debt Commitment Letter as of the date hereof (taking into account any “market flex” provisions of any applicable Fee Letter as of the date hereof), (B) agree to economic terms or conditionality that are materially less favorable in the aggregate to such Buyer than, in each case, in the reasonable judgment of such Buyer, those contained in the applicable Debt Commitment Letter (taking into account any “market flex” provisions of any applicable Fee Letter as of the date hereof) or (C) seek equity financing from any source other than, or in an amount greater than, pursuant to the applicable Equity Commitment Letter).

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In the event any such Buyer has obtained Alternative Financing, the provisions of this Section 6.16 shall be applicable to the Alternative Financing, and, for purposes of this Agreement (other than with respect to representations in this Agreement that speak to the date of this Agreement), all references to (I) the “Financing”, the “Debt Financing” or the “JV Debt Financing” or “B Buyer Debt Financing” (as applicable) shall be deemed to include such Alternative Financing, (II) the “Debt Commitment Letter”, the “Fee Letters” and the “JV Debt Commitment Letter” and “JV Fee Letters” or “B Buyer Debt Commitment Letter” and “B Buyer Fee Letters” (as applicable) shall include the debt commitment letter and fee letters, as applicable, with respect to such Alternative Financing, and (III) all references to (x) the Debt Documents and the JV Debt Documents or B Buyer Debt Documents, as applicable, shall include the applicable Debt Commitment Letter and definitive documents for such Alternative Financing, and (y) the Lenders and the Debt Financing Sources shall include the Persons providing or arranging the Alternative Financing.

(h) Each Buyer shall, and shall cause its Affiliates to, refrain from taking, directly or indirectly, any action that could reasonably be expected to result in the failure of any of the conditions contained in the applicable Commitment Letters or in any definitive agreement relating to the applicable Financing.

(i) Seller, Everen and the Other Seller Group Entities acknowledge and agree that one or more of them and their respective Affiliates are Debt Financing Sources for one or more of the Debt Financings. Notwithstanding anything herein to the contrary, Seller, Everen, the Other Seller Group Entities and Buyers acknowledge and agree that, so long as a Seller Affiliate Financing Failure has not occurred, neither the obtaining of the Financing or any permitted Alternative Financing nor the completion of any issuance of securities contemplated by the Debt Financing is a condition to the Closing. If the Financing has not been obtained, and if all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied (or waived) and this Agreement has not otherwise been terminated, Buyers will continue to be obligated to consummate the transactions contemplated hereby so long as a Seller Affiliate Financing Failure has not occurred. The foregoing shall not limit Buyers’ obligations hereunder to seek to obtain the Alternative Financing.

(j) Notwithstanding anything herein to the contrary, nothing contained in this Section 6.16 will require, and in no event will the commercially reasonable efforts of JV Buyer and B Buyer to consummate the applicable Debt Financing be deemed or construed to require, such Buyer to pay any fees or other amounts in excess of the fees and other amounts (including any “market flex” provisions set forth in the Fee Letters) contemplated by the applicable Debt Commitment Letter.

Section 6.17. Non-Solicit.

(a) Seller and Everen shall not, for the period commencing on the earlier of the TSA End Date or applicable Employment Transfer Date, as applicable, and expiring on the earlier of the eighteen (18) month anniversary of the Closing Date or the first (1st) anniversary of the TSA End Date, directly or indirectly, (i) solicit, induce or knowingly encourage any In-Scope Business Employee to leave his or her position of employment with GATX or its Affiliates or (ii) solicit or hire for employment or any similar arrangement any In-Scope Business Employee; provided, however, that Seller and Everen shall not be prohibited, restricted or limited from (i) making, directly or indirectly, any general solicitations (not targeted at In-Scope Business Employees) for employment through advertisements, third-party recruiting firms or other similar means, including internal Seller Group job postings, (ii) any solicitation, inducement, encouragement or hiring of any In-Scope Business Employee from and after (x) such In-Scope Business Employee’s employment is terminated by GATX or its Affiliates or (y) if such In-Scope Business Employee was not terminated by GATX or its Affiliates, three (3) months after such In-Scope Business Employee ceased to be employed by GATX or its Affiliates, (iii) any solicitation, inducement, encouragement or hiring of any In-Scope Business Employee who (x) approaches Seller or Everen (without any prior direct or indirect solicitation, inducement or encouragement by Seller or Everen, other than pursuant to the general solicitations not targeted at In-Scope Business Employees permitted by the foregoing subclause (i)) or (y) responds to any general solicitation not targeted at In-Scope Business Employees pursuant to the foregoing subclause (i).

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(b) Each Buyer shall not, for the period commencing on the Closing Date and expiring on the first (1st) anniversary of the Closing Date, directly or indirectly, solicit, induce or knowingly encourage any employee of the Seller Group (other than any Business Employees solely to the extent contemplated by the terms hereof) with whom such Buyer or its Representatives have first had contact or who (or whose performance) first became known to such Persons in connection with the transactions contemplated hereby to leave his or her position of employment with the Seller Group or to hire any such employee; provided, however, that a Buyer shall not be prohibited, restricted or limiting from (i) making, directly or indirectly, any general solicitations for employment through advertisements, third-party recruiting firms or other similar means, (ii) any solicitation, inducement, encouragement or hiring of any such employee from and after (x) such employee’s employment is terminated by the Seller Group or any of its Affiliates or (y) if such employee was not terminated by the Seller Group or any of its Affiliates, three (3) months after such employee ceased to be employed by the Seller Group or any of its Affiliates, (iii) any solicitation, inducement, encouragement or hiring of any such employee who (x) approaches such Buyer (without any prior direct or indirect solicitation, inducement or encouragement by such Buyer, other than pursuant to the general solicitations permitted by the foregoing subclause (i)) or (y) responds to any general solicitation pursuant to the foregoing subclause (i).

Section 6.18. Transition Services.

(a) Transition Services Agreement. At the Closing, GATX and Seller shall enter into the Transition Services Agreement, substantially in the form attached hereto as Exhibit F (the “Transition Services Agreement”).

(b) Governance Plan. Commencing upon the date hereof, Seller and GATX shall, subject to the terms and conditions therein, implement and perform the plans, tasks, activities, and obligations set forth in the governance plan attached hereto as Exhibit H (as may be amended from time to time, the “Governance Plan”), including developing and finalizing the Closing Plan, Migration Plan, and Cutover Plans (each as defined in the Governance Plan), subject to receipt from the other Party (or its Affiliates) of any documents, information or cooperation required, necessary or advisable to be received by such Party (following notice thereof) to facilitate performance of such plans, tasks, activities, and obligations. The Parties shall use commercially reasonable efforts to meet any deadlines or timeframes specified in the Governance Plan.

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(c) Except as may otherwise be agreed to by the Parties in the Transition Services Agreement, prior to the Closing Date, each Party and GATX shall (and shall cause its Affiliates and Representatives to) reasonably cooperate with Servicer to develop and implement a plan for the transfer of the servicing rights, the physical transfer of any Business Books and Records, the “offboarding” and “onboarding” of accounts into which the B Buyer Business Receivables are paid, and the provision of any customary notices to third parties from and after the Closing Date, which plan shall include (i) B Buyer and Seller delivering joint paper or electronic “hello” and “goodbye” letters to Finance Lessees on or around the Closing Date that are co-branded with Servicer, with all costs and expenses incurred in connection therewith to be borne equally between B Buyer and Seller; and (ii) Seller reasonably cooperating, at B Buyer’s cost and expense for Seller’s reasonable and documented out-of-pocket costs and expenses, from and after the Closing until sixty (60) days following the Closing Date, with B Buyer in any communications of B Buyer or Servicer to or with Finance Lessees that are reasonably requested or deemed advisable by Servicer; provided that, prior to the Closing, without the prior written consent of Seller, B Buyer shall not (and shall cause its Affiliates and Representatives not to) issue any notice or other communication to any Finance Lessee in respect of which no B Buyer Transferred Lease Agreement has been actually acquired by or transferred to, and no B Buyer Assumed Liabilities have been actually assumed by, B Buyer or its Affiliates at or prior to such time.

Section 6.19. Wrong-Pockets.

(a) Upon the terms and subject to the conditions set forth herein and in the Ancillary Agreements, if, at any time during the 90-day period following the later of the Closing or the date that the applicable data in respect of an applicable Transferred Lease Agreement has been migrated to the applicable Buyer pursuant hereto, and subject to Section 6.9, the Seller Group or their respective Affiliates receives any funds, in each case, that are a Transferred Asset or that are otherwise properly due and owing to a Buyer (or its successors or assigns) in accordance with the terms hereof, and to the extent such funds are not an Excluded Asset, then Seller or Everen shall (or Seller shall cause the Other Seller Group Entities to), as applicable, promptly remit, or cause to be remitted, such funds to such Buyer (or its successors or assigns); provided that after such three-month period, Seller or Everen shall (or Seller shall cause the Other Seller Group Entities to), as applicable, use reasonable best efforts to promptly remit, or cause to be remitted, such funds (to the extent such funds are not an Excluded Asset) to the Person who provided such funds to the Seller Group or their respective Affiliates.

(b) Upon the terms and subject to the conditions set forth herein and in the Ancillary Agreements, if, at any time during the two (2)-year period following the Closing, and subject to Section 6.9:

(i) the Seller Group or their respective Affiliates receives any assets (other than funds), in each case, that are a Transferred Asset or that are otherwise properly due and owing to a Buyer (or its successors or assigns) in accordance with the terms hereof, and to the extent such assets are not an Excluded Asset, then Seller or Everen shall (or Seller shall cause the Other Seller Group Entities to), as applicable, promptly remit, or cause to be remitted, such assets to such Buyer (or its successors or assigns); (ii) the Seller Group or their respective Affiliates receives or otherwise possesses (or is responsible for) any Transferred Asset or Assumed Liability, Seller or Everen shall, and shall cause the Other Seller Group Entities and their respective Affiliates to, promptly notify and assign, transfer or convey, or cause to be assigned, transferred or conveyed, such Transferred Asset or Assumed Liability to the applicable Buyer or any of its Affiliates (and, prior to any such transfer of assets pursuant to this Section 6.19(c)(i), the Parties agree that the Person receiving or possessing such asset shall hold such asset in trust for such Buyer);

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(iii) a Buyer or any of its Affiliates receives any funds or other assets, in each case, that are an Excluded Asset or that are otherwise properly due and owing to a member of the Seller Group or their respective Affiliates (or their respective successors or assigns) in accordance with the terms hereof, such Buyer shall (or shall cause its Affiliates to) promptly remit, or cause to be remitted, such funds or assets to the Seller Group or their respective Affiliates, or each of their respective successors or assigns;

(iv) a Buyer or any of its Affiliates receives or otherwise possesses (or is responsible for) any Excluded Asset or Retained Liability, such Buyer shall, and shall cause its Affiliates to, promptly notify and assign, transfer or convey, or cause to be assigned, transferred or conveyed, such Excluded Asset or Retained Liability to Seller, Everen or their respective Affiliates, as applicable (and prior to any such transfer of assets pursuant to this Section 6.19(b)(iv), the Parties agree that the Person receiving or possessing such asset shall hold such asset in trust for Seller).

(c) The Parties agree that at all times from and after the Closing, if an Action is commenced by a Third Party naming the Parties (or any Affiliate of any Party) as defendants and with respect to which a named party (or any Affiliate of such party) is a nominal defendant or such Action is otherwise not a Liability allocated to such named party under this Agreement, then the other Party shall reasonably cooperate with such nominal defendant in such nominal defendant’s efforts to be removed from such Action.

(d) Each Party shall cooperate with each other Party and shall set up procedures and notifications as are reasonably necessary or advisable to effectuate the transfers contemplated by this Section 6.19.

(e) For the avoidance of doubt, the transfer, conveyance or assumption of any assets or Liabilities under this Section 6.19 shall be effected without any additional consideration payable by any Party. The Parties shall take all reasonable steps to ensure that any actions undertaken pursuant to Section 6.19(a) do not result in unrecoverable Canadian Transfer Taxes to any Party in respect of Canadian Transfer Taxes that otherwise would have been recoverable.

Section 6.20. Seller Rights of Recovery. At the written request of Seller or Everen, Buyers shall (and shall cause its Affiliates to) use commercially reasonable efforts to exercise any rights under a Transferred Contract (excluding the filing of any Proceeding) to any refunds, claims, causes of action, indemnity, contribution, reimbursement rights of set off and rights of recoupment recoverable from or against any Third Party (including rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees), in each case, to the extent related to any Excluded Asset or Retained Liability; provided that all reasonable, documented out-of-pocket costs and expenses of Buyers incurred in connection therewith shall be borne by Seller or Everen, as applicable.

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This Section 6.21 shall not limit the right of Seller or Everen to directly enforce such rights under any Transferred Contract with respect to any Excluded Assets or Retained Liability to the extent permitted by such Transferred Contract.

Section 6.21. Business Financial Statements. (a) Prior to the Closing and not later than 90 days after the date hereof, Seller and Everen shall provide to GATX and each Buyer (i) the Historical Business Financial Statements which shall be Compliant as of the date of their delivery and (ii) the related MD&A Disclosure.

(b) Within 35 days after the end of each applicable fiscal quarter that occurs after the date hereof commencing with the fiscal quarter ended September 30, 2025, Seller and Everen shall provide to GATX and each Buyer (i) the applicable Interim Business Financial Statements for the interim period that ended on the last date of such fiscal quarter, which shall be Compliant as of the date of their delivery, and (ii) the related MD&A Disclosure. If (i) the Closing occurs on or after the end of a fiscal quarter that occurs after the date hereof commencing with the fiscal quarter ended September 30, 2025 and prior to the 35th day after such fiscal quarter and (ii) the Interim Business Financial Statements and related MD&A Disclosure have not been delivered on or prior to the Closing, then the obligations of Seller and Everen in this Section 6.21(b) shall survive the Closing and shall be a post-Closing obligation.

(c) If the Closing does not occur on or before December 31, 2025, then Seller and Everen shall provide to GATX and each Buyer not later than March 2, 2026 (i) the 2025 Business Financial Statements, which shall be Compliant as of the date of their delivery, and (ii) the related MD&A Disclosure. If (i) the Closing occurs on or after December 31, 2025 and prior to March 2, 2026 and (ii) the 2025 Business Financial Statements and related MD&A Disclosure have not been delivered on or prior to the Closing, then the obligations of Seller and Everen in this Section 6.21(c) shall survive the Closing and shall be a post-Closing obligation.

(d) GATX shall be solely responsible for any and all of the reasonable and documented costs, fees and expenses incurred or payable by the Seller Group (or their Affiliates) in connection with compliance by Seller and Everen of their obligations pursuant to this Section 6.21, including any reasonable and documented costs, fees and expenses of the Independent Auditor and any other third-party, in each case, including any such costs, fees and expenses incurred (i) prior to or on the date hereof, (ii) between the date hereof and the Closing and (iii) on or after the Closing to the extent any Financial Statements are required to be delivered after the Closing Date. GATX shall reimburse Seller or Everen (or their designee(s)) for any and all such costs, fees and expenses (to the extent paid by Seller, Everen or any of their Affiliates) by wire transfer of immediately available funds promptly (and not later than ten (10) Business Days) after delivery by or on behalf of Seller to GATX of a reasonably detailed and itemized request therefor (which request shall identify an account or accounts designated for receipt of such reimbursement). For the avoidance of doubt, Seller or Everen may deliver requests for reimbursement on more than one occasion (without duplication of amounts to be reimbursed), but not more than once per calendar month.

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(e) The sole and exclusive remedies for any alleged or actual breach, violation or non-compliance by Seller or Everen (including failure of any of their Affiliates to take action) of Section 6.21(a)-Section 6.21(c) shall be the right of GATX to seek (i) injunction or injunctions, specific performance and other equitable relief pursuant to Section 11.13(a) or (ii) that JV Buyer terminate this Agreement pursuant to Section 8.1(b)(ii) (it being understood and agreed that no monetary remedy shall be available to GATX, B Buyer or any other Person for any alleged or actual breach, violation or non-compliance by Seller or Everen (including failure of any of their Affiliates to take action) of Section 6.21(a)-Section 6.21(c)). For the avoidance of doubt, the foregoing does not prohibit GATX from asserting that the conditions set forth in Section 7.2(b) have not been satisfied as a result of an actual breach or violation of Section 6.21(a)-Section 6.21(c) that is continuing on the date that the Closing would otherwise be required to occur pursuant to Section 2.9. Further, none of GATX or any Buyer may assert any breach, violation or non-compliance of Section 6.21(a)-Section 6.21(c) from and after the time that Seller and Everen have complied with their obligations contained in Section 6.21(a)-Section 6.21(c) (even if not within the time period specified therein).

Section 6.22. Further Assurances.

(a) After the date hereof, subject to, and not in limitation of, Section 6.5 and Section 6.19, the Parties shall, and shall cause their respective Affiliates to, (i) execute and deliver such documents and other papers and take such further actions as may be reasonably required to carry out the provisions of this Agreement and each of the Ancillary Agreements and give effect to the transactions contemplated by this Agreement and each of the Ancillary Agreements, (ii) refrain from taking any actions that would reasonably be expected to impair, delay or impede the Closing, (iii) cooperate and use commercially reasonable efforts to obtain, no later than the Closing Date, the consent, waiver or approval of any Third Party that may be or may become reasonably necessary, proper or advisable to be made or obtained (as applicable) by the Parties or their respective Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, (iv) negotiate in good faith to finalize all closing deliverables contemplated by this Agreement and (v) without limiting the foregoing, use its reasonable best efforts to cause all of the conditions to the obligations of the other parties to consummate the transactions contemplated hereby to be met on or prior to the Outside Date or the Extended Outside Date, as applicable.

(b) After the Closing, each Party shall, and shall cause its respective Affiliates to, use its or their reasonable best efforts, from time to time, to execute and deliver, at the reasonable request of the other parties, such additional documents and instruments, including any assignment or assumption agreements, bills of sale, instruments of assignment, consents and other similar instruments in addition to those required hereby, as may be reasonably required to give effect to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, and to provide any documents or other evidence of ownership as may be reasonably requested by a Buyer or Seller to confirm such Buyer’s ownership of the applicable Transferred Assets and the assumption of the applicable Assumed Liabilities.

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Section 6.23. Assistance with Clearing Title. From and after the date hereof, Seller and Everen shall, and shall cause other members of the Seller Group to, use commercially reasonable efforts to provide reasonable assistance to any Buyer (as such Buyer reasonably requests) with respect to releasing Liens on any Transferred Assets or other clouds on title on any Transferred Assets as may be identified by any U.S. STB, UCC, RGC or similar searches conducted by such Buyer with respect to the Transferred Assets (in each case, other than (x) any Liens in favor of Seller or any of its Affiliates, unless the effectiveness of such release is contingent upon the occurrence of the Closing or (y) any Permitted Lien). Such assistance shall include (a) executing customary documents and (b) making customary filings as a Buyer reasonably requests.

ARTICLE VII

CLOSING CONDITIONS

Section 7.1. Mutual Conditions. The respective obligations of Buyers, Seller and Everen to consummate the transactions contemplated hereby and to effect the Closing are subject to the satisfaction (or, if permitted by Law, waiver by each Party) prior to or at the Closing of the following conditions:

(a) No Injunctions. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent) that remains in effect and restrains, enjoins or otherwise prohibits, or makes illegal, the consummation of the Closing (a “Restraint”).

(b) Requisite Regulatory Approvals. The Requisite Regulatory Approvals shall have been obtained and be in full force and effect, including the expiration or termination of any related waiting periods and any extensions thereto (including any written agreement of any Buyer with any Governmental Entity to delay the Closing entered in connection therewith).

Section 7.2. Conditions to the Obligations of Buyer. The respective obligations of each Buyer to consummate the transactions contemplated hereby and to effect the Closing is subject to the satisfaction (or, if permitted by Law, waiver by Buyer) prior to or at the Closing of the following conditions:

(a) Representations and Warranties.

(i) The Seller Fundamental Representations (other than Section 4.2) shall be true and correct in all respects, other than de minimis inaccuracies, as of the Closing as though made at and as of the Closing (other than those Seller Fundamental Representations that are made as of a specific date, which such Seller Fundamental Representations shall have been true and correct in all respects, other than de minimis inaccuracies, as of such specific date).

(ii) The representations and warranties set forth in Section 4.5(a) shall be true and correct in all respects as of the Closing as though made at and as of the Closing.

(iii) The representations and warranties set forth in Section 4.1(c), Section 4.1(d) and Section 4.2 shall be true and correct (read without giving effect to any limitation as to “materiality,” or any similar qualification contained in such representations and warranties) in all material respects as of the Closing as though made at and as of the Closing (other than such representations and warranties that are made as of a specific date, which such representations and warranties shall be true and correct in all material respects as of such specific date).

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(iv) All of the other representations and warranties of Seller and Everen set forth in Article III and Article IV shall be true and correct (read without giving effect to any limitation as to “materiality,” “Material Adverse Effect,” or any similar qualification contained in such representations and warranties, except: (x) the word “Material” in the defined terms “Material Contract,” “Material Customer,” and “Material Vendor,” and (y) the words “material” or “materially” in Section 4.3) as of the Closing as though made at and as of the Closing (other than such representations and warranties that are made as of a specific date, which such representations and warranties shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Covenants. Seller and Everen shall have performed and complied (i) with, in all respects, all covenants required to be performed or complied with by Seller or Everen, as applicable, under Section 6.21 at or prior to the Closing and (ii) with, in all material respects, all other covenants required to be performed or complied with by Seller or Everen, as applicable, hereunder at or prior to the Closing.

(c) Closing Deliverables. Seller, Everen and the Other Seller Group Entities, as applicable, shall have delivered to the applicable Buyer all of the Closing deliverables set forth in Section 2.11.

(d) No MAE. No Material Adverse Effect shall have occurred during the period since the date hereof and prior to the Closing and be continuing as of the Closing.

Section 7.3. Conditions to the Obligations of Seller and Everen. The obligations of Seller and Everen to consummate the transactions contemplated hereby and to effect the Closing is subject to the satisfaction (or, if permitted by Law, waiver by Seller) prior to or at the Closing of the following conditions:

(a) Representations and Warranties.

(i) The Buyers Fundamental Representations shall be true and correct in all respects, other than de minimis inaccuracies, as of the Closing as though made at and as of the Closing (other than those Buyers Fundamental Representations that are made as of a specific date, which such Buyers Fundamental Representations shall have been true and correct in all respects, other than de minimis inaccuracies, as of such date).

(ii) All of the other representations and warranties of each Buyer and GATX set forth in Article V shall be true and correct (read without giving effect to any limitation as to “materiality,” or any similar qualification contained in such representations and warranties) as of the Closing as though made at and as of the Closing (other than such representations and warranties that are made as of a specific date, which such representations and warranties shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct have not had, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Buyers’ or GATX’s ability, taken as a whole, to (A) satisfy their obligations, covenants and agreements hereunder or under any Ancillary Agreement to which it is or will be a party, or (B) consummate the transactions contemplated hereby or thereby in a timely manner.

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(b) Covenants. Each Buyer and GATX shall have performed and complied with, in all material respects, all covenants required to be performed or complied with such Buyer or GATX hereunder at or prior to the Closing.

(c) Closing Deliverables. Each Buyer shall have delivered to the applicable Person all of the applicable Closing deliverables set forth in Section 2.12.

Section 7.4. Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, 7.2 or 7.3 to be satisfied if such failure was caused by, or resulted from, such Party’s failure to comply with the covenants herein that are required to be performed by such Party prior to or at the Closing.

ARTICLE VIII

TERMINATION

Section 8.1. Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to the Closing:

(a) by mutual written consent of JV Buyer and Seller;

(b) by JV Buyer, by written notice to Seller, if (i) any of the representations or warranties set forth in Article III or Article IV becomes untrue or inaccurate or (ii) Seller or Everen has failed to perform any covenant or agreement of Seller or Everen, as applicable, set forth herein, in either case, such that the conditions to the Closing set forth in Section 7.2(a) or Section 7.2(b), as applicable, would not be satisfied and are not capable of being cured by the earlier of (A) thirty (30) days after written notice thereof is given by JV Buyer to Seller or (B) the Outside Date (as such date may be extended in accordance with the terms hereof); provided that no Buyer or GATX is then in breach of the terms hereof such that the conditions to the Closing set forth in Section 7.3(a) or Section 7.3(b) would not be satisfied;

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(c) by Seller, by written notice to JV Buyer, if (i) any of the representations or warranties set forth in Article V becomes untrue or inaccurate or (ii) any Buyer or GATX has failed to perform any covenant or agreement of such Buyer or GATX set forth herein, in either case, such that the conditions to the Closing set forth in Section 7.3(a) or Section 7.3(b), as applicable, would not be satisfied and are not capable of being cured by the earlier of (A) thirty (30) days after written notice thereof is given by Seller to such Buyer or GATX or (B) the Outside Date (as such date may be extended in accordance with the terms hereof); provided that neither Seller nor Everen are then in breach of the terms hereof such that the conditions to the Closing set forth in Section 7.2(a) or Section 7.2(b) would not be satisfied; (d) by either Seller or JV Buyer, by giving written notice to the other Party, if the Closing shall not have occurred on or prior to 5:00 p.m. on June 1, 2026 (the “Outside Date”), or such later date as Seller and JV Buyer may mutually agree in writing; provided that, if any of the conditions to the Closing set forth in Section 7.1(a) or Section 7.1(b) has not been satisfied or waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VII have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, so long as such conditions are reasonably capable of being satisfied if the Closing were to occur on the Outside Date) or waived, either Seller or JV Buyer shall have the right (but not the obligation) to extend the Outside Date until September 1, 2026 (such date, the “Extended Outside Date”) without the need for any further action by any Person; provided, however, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (x) Seller if any failure of Seller or Everen to fulfill any covenant, obligation or agreement hereunder or (y) JV Buyer if any failure of any Buyer or GATX to fulfill any covenant, obligation or agreement hereunder, in either case of the foregoing clauses (x) or (y), has been the primary cause of the failure of the Closing to occur on or before the Outside Date or the Extended Outside Date, as applicable, it being agreed that failure in and of itself of JV Buyer to obtain the Debt Financing shall not limit JV Buyer’s ability to terminate this Agreement pursuant to this Section 8.1(d) (but the foregoing does not extend to any failure of JV Buyer to perform any covenant, agreement or obligation related to obtaining the Debt Financing);

(e) by either Seller or JV Buyer, if any (i) Requisite Regulatory Approval has been denied and such denial has become final and non-appealable, or (ii) Restraint shall have become final and non-appealable; provided that the right to terminate this Agreement under this Section 8.1(e) shall not be available to (x) Seller if any failure of Seller or Everen to fulfill any covenant, obligation or agreement hereunder or (y) JV Buyer if any failure of any Buyer or GATX to fulfill any covenant, obligation or agreement hereunder, in either case of the foregoing clauses (x) or (y), has been the primary cause of such denial or Restraint; or

(f) by Seller, if (i) the conditions set forth in Section 7.1 and Section 7.2 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or waived by the Parties entitled to the benefit thereof, (ii) Buyers fail to consummate the Closing on the date required pursuant to Section 2.9, (iii) Seller has delivered written notice (on or after the date contemplated in clause (ii)) to JV Buyer irrevocably confirming that each of the conditions set forth in Section 7.1 and Section 7.3 have been satisfied or waived and Seller is ready, willing and able to consummate the Closing and will take such actions within its control to cause the Closing to occur and (iv) Buyers do not consummate the Closing within the earlier of five (5) Business Days after delivery of the written notice specified in the foregoing clause (iii) and the Outside Date or the Extended Outside Date, as applicable; provided, however, that Seller may not terminate this Agreement pursuant to this Section 8.1(f) if Seller or any of its Affiliates who is a Debt Financing Source (a “Seller Affiliate Financing Source”) (A) is in breach of its obligations (when performance of such obligations is due) to provide the funding required under its applicable Debt Documents or (B) has notified JV Buyer in writing that the portion of the Debt Financing to be provided by such Seller Affiliate Financing Source will not be available to be funded at the Closing (excluding any such notification that applies solely if the applicable Buyer has not satisfied conditions applicable to such Buyer set forth in such Debt Commitment Letter) (any such event, a “Seller Affiliate Financing Failure”).

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Section 8.2. Effect of Termination. In the event of termination hereof pursuant to Section 8.1, written notice thereof shall be given by the terminating Party to the other parties hereto, and, thereafter, (a) this Agreement shall terminate and become void and have no further force of effect, (b) no party hereto (or any of its Affiliates or its or their respective Representatives) shall have any liability, damages or obligations to any other party hereto (or any of such other party’s Affiliates), and the parties hereto shall be relieved and released from any related liabilities, damages and obligations and (c) the transactions contemplated hereby shall be abandoned without further actions by the parties hereto; provided that, notwithstanding anything herein to the contrary, (i) this Article VIII, Section 6.6 (Public Announcements), Section 6.7(a) (Confidentiality) and Article XI (Miscellaneous) and any relevant definitions shall survive the termination hereof, and (ii) no party hereto shall be relieved or released from any liabilities, damages or obligations arising from (A) Fraud, (B) in the case of Seller and Everen, any willful or intentional breach of the terms herein, in each case, that occurred prior to such termination, or (C) in the case of Buyers or GATX, the liabilities set forth in Section 8.3. Nothing in this Article VIII shall be deemed to impair the right of any party hereto to compel specific performance by any other party hereto of such other party’s obligations hereunder prior to the valid termination hereof in accordance with its terms.

Section 8.3. Termination Fee.

(a) In the event that this Agreement is validly terminated by (i) Seller pursuant to Section 8.1(c) or Section 8.1(f) or (ii) JV Buyer pursuant to Section 8.1(d) or Section 8.1(e) at a time when this Agreement is terminable by Seller pursuant to Section 8.1(c) or Section 8.1(f), then JV Buyer shall pay or cause to be paid to Seller the Termination Fee, in each case, as set forth in this Section 8.3; provided, however, that, notwithstanding anything herein to the contrary, no Termination Fee shall be payable in the event of a Seller Affiliate Financing Failure.

(b) In the event that the Termination Fee is payable, JV Buyer will pay or cause to be paid in cash the Termination Fee to Seller by wire transfer of immediately available funds within ten (10) Business Days after the date that this Agreement is so validly terminated and pursuant to wire transfer instructions provided by Seller. In no event shall JV Buyer be required to actually pay a Termination Fee on more than one occasion.

(c) Notwithstanding anything herein to the contrary (subject to the last sentence of this Section 8.3(c) and the last sentence of Section 8.3(f)), in the event that this Agreement is validly terminated in accordance with its terms, (i) Seller’s right to receive a Termination Fee if, when and to the extent payable pursuant to Section 8.3(a) shall constitute the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Seller Group and each of their respective Affiliates and Representatives against Buyers, the Financing Sources or any of their respective Affiliates and Representatives and their successors and assigns for all Losses suffered as a result of any breach of any representation, warranty, covenant or agreement herein or as a result of the failure of the transactions contemplated by the Transaction Documents to be consummated (whether or not willfully or intentionally) and (ii) upon payment of the Termination Fee (or, in the event of a valid termination of this Agreement in circumstances where no Termination Fee is payable, upon valid termination hereof), none of Buyers, the Financing Sources or any of their respective Affiliates shall have any further liability or obligation relating to or arising out of this Agreement, the Commitment Letters or the transactions contemplated hereby.

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Notwithstanding the other provisions of this Section 8.3, nothing shall limit the rights of the Seller Group to (A) bring or maintain any dispute or Action for any (x) injunction, specific performance or other equitable relief to the extent provided in Section 11.13 (unless a Termination Fee has been paid in accordance with this Section 8.3) or (y) breach of the Confidentiality Agreement, or (B) be reimbursed for any costs, fees and expenses (or indemnified) pursuant to the express terms hereof, including Section 6.3, Section 6.9, Section 6.12(a), Section 6.15(a) Section 6.15(d), Section 6.15(e), Section 6.15(f), Section 6.15(i), Section 6.18(c), Section 6.21, Section 8.3(d) or Section 11.5(b).

(d) Each party hereto acknowledges that (i) the agreements in this Section 8.3 are an integral part of the transactions contemplated hereby and (ii) without these agreements, the parties hereto would not enter into this Agreement. Accordingly, if JV Buyer fails to timely pay the Termination Fee to Seller in circumstances where a Termination Fee is payable to Seller pursuant to this Section 8.3 and, in order to obtain such Termination Fee, Seller or its Affiliates commences any claim, dispute or Action in respect of such Termination Fee, then JV Buyer shall pay to Seller (A) the Termination Fee, plus (B) the lesser of (x) $5,000,000 and (y) the amount of any reasonable and documented fees, costs and expenses (including legal fees) incurred by Seller and its Affiliates in connection with any such claim, dispute or Action (the “Recovery Cost”).

(e) In light of the difficulty of accurately determining actual losses or damages with respect to the foregoing, the parties hereto acknowledge and agree that a Termination Fee, as and when required to be paid pursuant to this Section 8.3, shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate the Seller Group in the circumstances in which such Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.

(f) Notwithstanding anything herein to the contrary (including this Section 8.3), under no circumstances will Seller, Everen, any of the Other Seller Group Entities or any of their Affiliates, in the aggregate, be entitled to monetary damages or monetary remedies for any claims, damages or other losses suffered as a result of the failure of the transactions contemplated hereby or in the Commitment Letters to be consummated or for a breach or failure to perform hereunder or thereunder or for any representation made or alleged to have been made in connection herewith or therewith, in an amount in excess of the Cap (as defined in the Limited Guaranty). Without limiting the foregoing, if Buyers fail to effect the Closing for any or no reason or otherwise breach this Agreement or fail to perform hereunder (in any case, whether willfully, intentionally, unintentionally or otherwise), and in each case the Closing has not occurred, in no event shall the Seller, Everen or any of their respective Affiliates directly or indirectly seek any monetary damages from Buyers or any of their respective Affiliates in connection with this Agreement or any of the transactions contemplated hereby (including the Financing), other than (without duplication and limited to the amount of the Cap) (x) from JV Buyer to the extent expressly provided in this Section 8.3 and (y) to the extent that the Termination Fee and the Recovery Cost (if any) has not been paid to Seller in full by or on behalf of JV Buyer in accordance with this Section 8.3, from the Investors in accordance with the Limited Guaranty (provided, that in such case, the aggregate amount payable under this Agreement and the Limited Guaranty or in connection with the transactions contemplated hereby and thereby shall not exceed an amount equal to the portion of the Termination Fee that has not already been paid to Seller by JV Buyer or the Investors, if any) or G Buyer or GATX pursuant to the express terms herein.

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Notwithstanding the foregoing (subject to the amount of the Cap), the foregoing shall not prevent, limit or impair Seller or Everen from seeking and obtaining reimbursement of all and all costs, fees or expenses paid or incurred prior to any termination hereof that are payable or reimbursable by (i) any Buyer, GATX or any of its Affiliates to Seller, Everen or any of their respective Affiliates pursuant to Section 6.3, Section 6.9, Section 6.12(a), Section 6.15(a), Section 6.15(d), Section 6.15(i), Section 6.18(c), Section 8.3(d) or Section 11.5(b), (ii) B Buyer or any of its Affiliates to Seller, Everen or any of their respective Affiliates pursuant to Section 6.15(e), or (iii) GATX or any of its Affiliates to Seller, Everen or any of their respective Affiliates pursuant to Section 6.15(f) or Section 6.21, and no such costs, fees or expenses shall count toward the limitations on recovery in this Section 8.3(f), but such costs, fees or expenses shall count toward the Cap.

ARTICLE IX

TAX MATTERS

Section 9.1. Purchase Price Allocation.

(a) At least five (5) Business Days prior to the Closing Date, Seller and Everen shall prepare in good faith and deliver to each Buyer a reasonable allocation of the Aggregate Purchase Price (and the Assumed Liabilities) for U.S. federal income Tax purposes (the “Tax Purchase Price”) (i) among the JV Transferred Assets, the G Buyer Transferred Assets and the B Buyer Transferred Assets, and (ii) with the amounts allocated to each such category of Transferred Assets further suballocated between (A) the U.S. Transferred Assets in such category (the “U.S. Transferred Assets”), (B) the Mexico Transferred Assets in such category (the “MX Transferred Assets”), and, separately, and (C) the Canadian Transferred Assets in such category (the “Canadian Transferred Assets”), provided such allocations shall be based on the Estimated Closing Statement and in accordance with the Allocation Principles, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any other applicable provision of state, local or non-U.S. Tax Law) and, as it relates to the Canadian Transferred Assets purchased by a Canadian entity, any applicable provisions of Canadian Tax Law (the “Preliminary Allocation Schedule”). Seller and Everen shall use good faith to incorporate any reasonable comments received in writing from the Buyers with respect to the Preliminary Allocation Schedule.

(b) Commencing as soon as reasonably practicable after the Closing, but in no event later than three (3) Business Days after the Final Closing Statement is final and binding on the Parties pursuant to Section 2.14 and Section 2.15, the Buyers shall cooperate in good faith to prepare and deliver to Seller and Everen an update to the Preliminary Allocation Schedule, comprising an allocation of the Final Aggregate Purchase Price (including any Assumed Liabilities) for U.S. federal income Tax purposes (i) among the JV Transferred Assets, the G Buyer Transferred Assets and the B Buyer Transferred Assets, and (ii) with the amounts allocated to each such category of Transferred Assets further suballocated between the U.S. Transferred Assets, MX Transferred Assets and Canadian Transferred Assets in such category, in each case, in accordance with the Allocation Principles, the Initial Closing Statement, the Final Closing Statement, the mutual agreement of the Parties, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any other applicable provisions of state, local or non-U.S.

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Tax Laws, as appropriate) and, as it relates to the Canadian Transferred Assets purchased by a Canadian entity, any applicable provisions of Canadian Tax Law (the “Updated Allocation Schedule”). Buyers shall consider in good faith any reasonable comments received in writing from Seller and Everen with respect to the Updated Allocation Schedule within thirty (30) days after delivery of the Updated Allocation Schedule to Seller and Everen pursuant to this Section 9.1(b). If the Parties are unable to agree on the allocation of the Final Aggregate Purchase Price (including any Assumed Liabilities) to the Transferred Assets within thirty (30) days after the Buyers deliver to Seller and Everen the Updated Allocation Schedule pursuant to this Section 9.1(b), the Parties shall refer the matter to the Accounting Firm in accordance with the procedural principles set forth in Section 2.15 to determine the allocation of the Final Aggregate Purchase Price (including any Assumed Liabilities) under the Allocation Principles and any applicable provision of Tax Law; provided, that, if the Parties are unable to agree on the allocation of the Final Aggregate Purchase Price (including any Assumed Liabilities) for purposes of Section 1060 of the Code and the Treasury Regulations promulgated thereunder to the Transferred Assets within thirty (30) days after the Buyers deliver to Seller and Everen the Updated Allocation Schedule pursuant to this Section 9.1(b), each of the Parties may file any Tax Returns allocating the Final Aggregate Purchase Price (including any Assumed Liabilities) solely for purposes of Section 1060 of the Code and the Treasury Regulations thereunder among the Transferred Assets in a manner each believes appropriate.

(c) The Preliminary Allocation Schedule, as prepared by Seller and Everen pursuant to the procedures set forth in Section 9.1(a), and as adjusted by the Updated Allocation Schedule pursuant to the procedures set forth in Section 9.1(b), shall be final, conclusive and binding on all Parties. Except as specified in Section 9.1(b), no Party shall take any contrary or inconsistent position with the Preliminary Allocation Schedule or the Updated Allocation Schedule, as applicable, whether on a Tax Return or otherwise, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code (and any applicable analogous provision of state, local or non-U.S. Law). The Parties shall update the Updated Allocation Schedule through the procedures set forth in Section 9.1(b), in a manner consistent with which such allocation was prepared, to reflect any adjustments to the Aggregate Purchase Price commensurate with the Estimated Closing Statement, Initial Closing Statement and Final Closing Statement, including when the Final Aggregate Purchase Price (including the Assumed Liabilities) is determined and any further adjustments to the Tax Purchase Price are made. Any such adjustment shall be treated as an adjustment to Tax Purchase Price for all Tax purposes unless otherwise required by Law.

Section 9.2. Refunds. All Tax refunds and prepayments, Tax credits, Tax rebates or similar payments relating to Taxes paid or otherwise borne by Seller, Everen or any other member of the Seller Group with respect to a Pre-Closing Tax Period shall be for the account of Seller or Everen (as applicable), and each applicable Buyer shall pay over such amount and any such interest (net of any out-of-pocket costs and expenses, including any Taxes) to Seller within thirty (30) Business Days of receipt or utilization of such amount. Each Buyer shall (and shall cause its Affiliates and its and their respective Representatives to) use commercially reasonable efforts to take all actions reasonably requested by Seller or Everen (at the sole cost of Seller and Everen, as applicable, for any Buyers’ reasonable and documented out-of-pocket costs) to file for and obtain the refunds, credits or similar amounts related to material Taxes.

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Section 9.3. Cooperation. From and after the Closing, each of Buyers, Seller and Everen shall provide each other with reasonable cooperation (subject to prior written request, and at the expense of the requesting party) in connection with the preparation and filing of Tax Returns, and conducting or defending any audits, examinations, or other Tax proceedings with respect to any Straddle Period or taxable period beginning after the Closing Date, in each case, relating to the Transferred Assets or the Business. Notwithstanding anything herein to the contrary, no member of the Seller Group shall have any obligation to provide (or to provide access to) or take any action or position with respect to any Consolidated Tax Return.

Section 9.4. Transfer Taxes.

(a) U.S. Transfer Taxes. Subject to Sections 9.4(b) and 9.4(c), the Buyers shall pay, indemnify, defend and hold the Seller Group harmless against all transfer, documentary, sales, use, consumption, stamp, registration, value added, excise, goods or services, harmonized sales, provincial sales, retail sales and other similar Taxes and related fees (including any penalties and interest) incurred in connection with or attributable to the Asset Sale (collectively, “Transfer Taxes”) when due; provided, that, (i) JV Buyer shall be solely and exclusively responsible for any Transfer Taxes to the extent arising from or relating to the JV Asset Sale, (ii) G Buyer shall be solely and exclusively responsible for any Transfer Taxes to the extent arising from or relating to the G Buyer Asset Sale, and (iii) B Buyer shall be solely and exclusively responsible for any Transfer Taxes to the extent arising from or relating to the B Buyer Asset Sale. All Tax Returns with respect to any Transfer Taxes shall be prepared and filed by the Party responsible for making such filings under Law (at such Party’s expense), and the Parties shall cooperate in the preparation and timely filing of all such Tax Returns and other documentation with respect to all such Transfer Taxes, and, if required by Law, each Party will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. Buyers shall deliver to Seller and Everen, at least ten (10) Business Days prior to the Closing, applicable and valid sales and use Tax exemption certificates or other valid documentation reasonably needed to minimize or eliminate any U.S. Transfer Taxes (as determined by the Buyers, in their reasonable discretion) (collectively, the “U.S. Exemption Certificates”), and the Parties hereby agree to cooperate with each other in a reasonable manner and in good faith to determine whether an amount of U.S. Transfer Taxes is applicable with respect to the Asset Sale and to minimize the amount of any such U.S. Transfer Taxes. The Parties further agree that if the Buyers deliver the applicable U.S. Exemption Certificates to Seller and Everen prior to the Closing, neither Seller or Everen (nor any of their respective Affiliates) shall assess any U.S. Transfer Taxes at Closing for any of the jurisdictions covered by such U.S. Exemption Certificates.

(b) Canada Transfer Taxes. The Buyers shall indemnify, defend and hold Seller Group harmless against all Canadian Transfer Taxes incurred in connection with or attributable to the Asset Sale; provided, that, (i) JV Buyer shall be solely and exclusively liable and responsible for Canadian Transfer Taxes payable to the extent arising from or relating to the JV Asset Sale, (ii) G Buyer shall be solely and exclusively liable and responsible for Canadian Transfer Taxes payable to the extent arising from or relating to the G Buyer Asset Sale, and (iii) B Buyer shall be solely and exclusively liable and responsible for Canadian Transfer Taxes payable to the extent arising from or relating to the B Buyer Asset Sale.

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Each of JV Buyer, G Buyer and B Buyer shall timely pay all Canadian Transfer Taxes for which they are responsible pursuant to this Section 9.4(b) in connection with or attributable to the JV Asset Sale, G Buyer Asset Sale and the B Buyer Asset Sale, respectively, directly to (x) the appropriate member of the Seller Group, as required by Law, in which case such member of the Seller Group shall timely and properly remit such amount paid to the appropriate Taxing Authority in accordance with Law and, if reasonably requested by the particular Buyer, timely deliver to the relevant Buyer documentation evidencing such payment, or (y) the appropriate Taxing Authority in compliance with Law where the Canadian Transfer Tax is not collectible by the particular member of the Seller Group. The Parties agree to comply with all applicable Tax Laws and maintain proper documentation related to any Canadian Transfer Taxes. Each Buyer, Seller and Everen shall cooperate with each other in a reasonable manner and in good faith to determine whether an amount of Canadian Transfer Taxes is applicable with respect to the Asset Sale and to minimize the amount of and, where applicable, facilitate the recovery (by way of input tax credit, rebate or similar mechanism) of any such Canadian Transfer Taxes. In furtherance of the foregoing:

(i) Buyers (or their designees, as applicable) shall deliver to Seller and Everen, at least five (5) days prior to the Closing, the applicable Tax exemption certificates or any other documentation reasonably needed to minimize or eliminate the application of any Canadian Transfer Taxes in compliance with applicable Law;

(ii) Seller or Everen shall (or Seller shall cause the applicable Other Seller Group Entities to) provide to the appropriate Buyer, at or within ten (10) days of the Closing, an invoice or similar document containing the information required under Subsection 169(4) of the ETA and Section 201 of the QSTA; and

(iii) if available and requested by a Buyer, the applicable Buyer and Seller or Everen shall (or Seller shall cause the applicable Other Seller Group Entities to) elect to have the provisions of Section 167 of the ETA and Section 75 of the QSTA apply to the applicable Asset Sale so that no GST/HST and/or QST is payable in respect of such Asset Sale. The Parties will cooperate in good faith to prepare Form GST44 and/or Form FP-2044-V (and any other required documentation) and each of the Buyers will timely file Form GST44 and/or Form FP-2044-V (and any other required documentation) with the relevant Taxing Authorities on or before the date on which the applicable Buyer must submit its GST/HST and/or QST return for the reporting period in which the Closing occurs. To the extent a Taxing Authority disallows or otherwise denies an election(s) made by the Parties under Section 167 of the ETA and/or Section 75 of the QSTA, or any Tax exemption certificates or other documentation provided by a Buyer to minimize or eliminate any Canadian Transfer Taxes, the applicable Buyer shall, pursuant to the provisions of Article X, indemnify and hold harmless the Seller Indemnified Parties in respect of any Canadian Transfer Taxes, penalty and interest that are assessed against the Seller Group for the failure to collect Canadian Transfer Tax in respect of the Asset Sale for which the election(s), Tax exemption certificates or other documentation were disallowed or otherwise denied together with any Losses. The appropriate member of the Seller Group shall provide written notice containing a request for payment to Buyer(s) in respect of such assessment and where the amount assessed includes GST/HST or QST shall provide the relevant Buyer with an invoice or similar documentation containing the information required under Subsection 169(4) of the ETA and Section 201 of the QSTA.

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The relevant Buyer shall pay to the appropriate member of the Seller Group the amount of Canadian Transfer Tax payable in the request within ten (10) days of receiving the request for payment. Any interest and penalty amounts shall be payable by the relevant Buyer in accordance with the indemnification provisions of Article X. If any Buyer requests an election under each of Section 167 of the ETA and Section 75 of the QSTA, and Seller reasonably consents to making such election, as applicable, then such Buyer and the Seller shall reasonably cooperate in connection with the preparation of a properly completed and duly executed Form GST44 and Form FP-2044-V, and such Buyer shall timely file such Forms in compliance with the QSTA and ETA.

(c) Mexico Transfer Taxes. Buyers shall be liable for and shall pay Mexican Transfer Taxes incurred in connection with or attributable to the Asset Sale to the appropriate Taxing Authority in compliance with Law and in accordance with Section 9.4(c) of the Seller Disclosure Schedule; provided, that, (i) JV Buyer shall be solely and exclusively liable and responsible for Mexican Transfer Taxes to the extent arising from or relating to the JV Asset Sale, (ii) G Buyer shall be solely and exclusively liable and responsible for Mexican Transfer Taxes to the extent arising from or relating to the G Buyer Asset Sale, and (iii) B Buyer shall be solely and exclusively liable and responsible for Mexican Transfer Taxes to the extent arising from or relating to the B Buyer Asset Sale.

(d) Notwithstanding anything herein to the contrary, in the event that, pursuant to Section 182 of the ETA or a corresponding provision under any other Law, any Canadian Transfer Tax is deemed to be included in any payment made by a Party pursuant hereto, such payment shall be increased to take into account any such Canadian Transfer Tax that is deemed to be included in the payment.

(e) For the avoidance of doubt, the Aggregate Purchase Price and other amounts payable by Buyers under this Agreement are exclusive of any Transfer Taxes.

Section 9.5. Straddle Period. For purposes hereof, the Taxes payable with respect to a Straddle Period that are imposed on or with respect to the Transferred Assets or the Business shall be allocated to the Pre-Closing Tax Period in an amount equal to (a) in the case of Taxes, other than those described in the following clause (b), the amount that would be payable if the taxable year of the Seller Group ended on (and included) the Closing Date, and (b) real, personal and intangible property Taxes, ad valorem Taxes, and any other similar periodic Taxes that are not based on income or receipts (“Property Taxes”), the amount of all such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period up to (and including) the Closing Date, and the denominator of which is the number of calendar days in the entire Straddle Period.

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ARTICLE X

INDEMNIFICATION

Section 10.1. Indemnification by Seller and Everen.

(a) Subject to the limitations and procedures set forth in this Article X, if the Closing occurs, from and after the Closing, Seller and Everen (and their successors and permitted assigns) shall indemnify, defend and hold harmless JV Buyer and its respective Affiliates, and each of their respective directors, officers, managers, employees and agents, and each of their heirs, executors, successors and permitted assigns (the “JV Buyer Indemnified Parties”) from any Losses incurred, suffered, sustained or paid by any JV Buyer Indemnified Party in connection with, as a result of or arising from:

(i) any breach or inaccuracy of any Seller Fundamental Representation (or any breach or inaccuracy in any certificate delivered by Seller or Everen hereunder solely as it relates to any such Seller Fundamental Representation) as of the Closing (other than those Seller Fundamental Representations that are made as of a specific date, in which case, as of such specific date);

(ii) any failure of Seller or Everen to perform or observe (when Seller or Everen is or was required to perform or observe) any term, provision, covenant or agreement contained herein; and

(iii) any Excluded Asset or Retained Liability.

(b) Subject to the limitations and procedures set forth in this Article X, if the Closing occurs, from and after the Closing, Seller and Everen (and their successors and permitted assigns) shall indemnify, defend and hold harmless G Buyer and its respective Affiliates, and each of their respective directors, officers, managers, employees and agents, and each of their heirs, executors, successors and permitted assigns (the “G Buyer Indemnified Parties”) from any Losses incurred, suffered, sustained or paid by any G Buyer Indemnified Party in connection with, as a result of or arising from:

(i) any breach or inaccuracy of any Seller Fundamental Representation (or any breach or inaccuracy in any certificate delivered by Seller or Everen hereunder solely as it relates to any such Seller Fundamental Representation) as of the Closing (other than those Seller Fundamental Representations that are made as of a specific date, in which case, as of such specific date);

(ii) any failure of Seller or Everen to perform or observe (when Seller or Everen is or was required to perform or observe) any term, provision, covenant or agreement contained herein;

(iii) any Excluded Asset or Retained Liability; and

(iv) the matters set forth on Section 10.1(b)(iv) of the Seller Disclosure Schedule (such matters, the “Specified Indemnified Matters”), to the extent in connection with the Operating Locomotive Equipment.

(c) Subject to the limitations and procedures set forth in this Article X, if the Closing occurs, from and after the Closing, Seller and Everen (and their successors and permitted assigns) shall indemnify, defend and hold harmless B Buyer and its respective Affiliates, and each of their respective directors, officers, managers, employees and agents, and each of their heirs, executors, successors and permitted assigns (the “B Buyer Indemnified Parties” and, together with the JV Indemnified Parties and G Buyer Indemnified Parties, the “Buyer Indemnified Parties”) from any Losses incurred, suffered, sustained or paid by any B Buyer Indemnified Party in connection with, as a result of or arising from:

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(i) any breach or inaccuracy of any Seller Fundamental Representation (or any breach or inaccuracy in any certificate delivered by Seller or Everen hereunder solely as it relates to any such Seller Fundamental Representation) as of the Closing (other than those Seller Fundamental Representations that are made as of a specific date, in which case, as of such specific date);

(ii) any failure of Seller or Everen to perform or observe (when Seller or Everen is or was required to perform or observe) any term, provision, covenant or agreement contained herein;

(iii) any Excluded Asset or Retained Liability; and

(iv) the Specified Indemnified Matters, to the extent in connection with the Finance Locomotive and Rail Equipment.

(d) In no event will the aggregate indemnification obligation of Seller and Everen (together) (i) pursuant to Section 10.1(a)–(c) exceed the Final Aggregate Purchase Price, (ii) in respect of the Specified Indemnified Matters pursuant to Section 10.1(b)(iv) exceed the amount set forth in Section 10.1(d)(ii) of the Seller Disclosure Schedule, or (iii) in respect of the Specified Indemnified Matters pursuant to Section 10.1(c)(iv) exceed the amount set forth in Section 10.1(d)(iii) of the Seller Disclosure Schedule.

(e) In no event will the aggregate indemnification obligation of Seller and Everen (together) to any Buyer pursuant to Section 10.1(a)–(c) exceed the portion of the Aggregate Purchase Price paid by such Buyer to the Seller Group hereunder.

(f) In no event will Seller or Everen (or any of their respective Affiliates) have any indemnification obligation hereunder for any Loss (including Taxes) expressly accounted for in the Final Adjusted Operating Rail Net Book Value, Final Adjusted Locomotive Net Book Value, Adjusted Finance Net Purchase Price Adjustment or the Final B Buyer Non-Rail Working Capital, Final G Buyer Non-Rail Working Capital or Final JV Non-Rail Working Capital.

(g) Notwithstanding anything herein to the contrary, Everen shall be solely and exclusively responsible for any and all obligations arising under Section 10.1(a)-(c) to the extent arising from or relating to: (i) any breach or inaccuracy of any representation or warranty made by Everen; (ii) any failure of Everen to perform or observe any term, provision, covenant or agreement of Everen contained herein; (iii) any Excluded Asset owned or held by Everen; or (iv) any Retained Liability of Everen (any of the foregoing, an “Everen Indemnity Obligation”). For the avoidance of doubt, none of Seller nor any of its Subsidiaries shall have any responsibility or obligation for any Everen Indemnity Obligation (including any obligation to remit or make any payment to any Buyer Indemnified Party in respect of any Everen Indemnity Obligation).

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(h) The obligations of Seller and Everen arising under Section 10.1(a)-(c) will (for so long as they are applicable) survive the consummation of any merger, consolidation or other reorganization of Seller and Everen or any of their Affiliates and continue in full force and effect and be binding against the survivor or successor of any such transaction. For so long as any Buyer Indemnified Party has any right under Section 10.1(a)-(c), in the event Seller and Everen or any of their successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or at least a majority of its properties and assets to any Person, then, and in either such case, proper provision will be made so that the successors and assigns of Seller and Everen, as applicable, will assume (in an agreement, the form and substance of which shall be reasonably acceptable to JV Buyer) all of the obligations set forth in Section 10.1 (and any related provisions) and prompt notice thereof shall be given to Buyers. Seller and Everen shall not, and shall cause their Affiliates not to, take any action with the intent to, adversely effect the ability of Seller and Everen to satisfy their obligations under Section 10.1(a)-(c).

(i) Seller and Everen (and their respective Affiliates) shall not be liable for any Taxes attributable to actions taken by or at the direction of, or omitted by, any Buyer Indemnified Party after the Closing, unless otherwise expressly stated herein.

Section 10.2. Indemnification by Buyers and GATX.

(a) Subject to the limitations and procedures set forth in this Article X, if the Closing occurs, from and after the Closing, JV Buyer (and its successors and permitted assigns) shall indemnify, defend and hold harmless Seller, Everen and their respective Affiliates, and each of their respective directors, officers, managers, employees and agents, and each of their heirs, executors, successors and permitted assigns (the “Seller Indemnified Parties”), from any Losses incurred, suffered, sustained or paid by any Seller Indemnified Party in connection with, as a result of or arising from (“JV Buyer Indemnity Obligation”):

(i) any breach or inaccuracy of any Buyers Fundamental Representation made by JV Buyer (or any breach or inaccuracy in any certificate delivered by JV Buyer hereunder solely as it relates to any such Buyers Fundamental Representation) as of the Closing (other than those Buyers Fundamental Representations that are made as of a specific date, in which case, as of such specific date);

(ii) any failure of JV Buyer to perform or observe (when JV Buyer is or was required to perform or observe) any term, provision, covenant or agreement contained herein; and

(iii) any JV Transferred Asset and JV Assumed Liability, in each case, from and after the Closing.

(b) Subject to the limitations and procedures set forth in this Article X, if the Closing occurs, from and after the Closing, B Buyer (and its successors and permitted assigns) shall indemnify, defend and hold harmless the Seller Indemnified Parties, from any Losses incurred, suffered, sustained or paid by any Seller Indemnified Party in connection with, as a result of or arising from (“B Buyer Indemnity Obligation”):

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(i) any breach or inaccuracy of any Buyers Fundamental Representation made by B Buyer (or any breach or inaccuracy in any certificate delivered by B Buyer hereunder solely as it relates to any such Buyers Fundamental Representation) as of the Closing (other than those Buyers Fundamental Representations that are made as of a specific date, in which case, as of such specific date);

(ii) any failure of B Buyer to perform or observe (when B Buyer is or was required to perform or observe) any term, provision, covenant or agreement contained herein; and

(iii) any B Buyer Transferred Asset and B Buyer Assumed Liability, in each case, from and after the Closing.

(c) Subject to the limitations and procedures set forth in this Article X, if the Closing occurs, from and after the Closing, G Buyer (and its successors and permitted assigns) shall indemnify, defend and hold harmless the Seller Indemnified Parties, from any Losses incurred, suffered, sustained or paid by any Seller Indemnified Party in connection with, as a result of or arising from (“G Buyer Indemnity Obligation”):

(i) any breach or inaccuracy of any Buyers Fundamental Representation made by G Buyer (or any breach or inaccuracy in any certificate delivered by G Buyer hereunder solely as it relates to any such Buyers Fundamental Representation) as of the Closing (other than those Buyers Fundamental Representations that are made as of a specific date, in which case, as of such specific date);

(ii) any failure of G Buyer to perform or observe (when G Buyer is or was required to perform or observe) any term, provision, covenant or agreement contained herein; and

(iii) any G Buyer Transferred Asset and G Buyer Assumed Liability, in each case, from and after the Closing.

(d) Subject to the limitations and procedures set forth in this Article X, if the Closing occurs, from and after the Closing, GATX (and its successors and permitted assigns) shall indemnify, defend and hold harmless the Seller Indemnified Parties, from any Losses incurred, suffered, sustained or paid by any Seller Indemnified Party in connection with, as a result of or arising from (“GATX Indemnity Obligation”):

(i) any breach or inaccuracy of any Buyers Fundamental Representation made by GATX (or any breach or inaccuracy in any certificate delivered by GATX hereunder solely as it relates to any such Buyers Fundamental Representation) as of the Closing (other than those Buyers Fundamental Representations that are made as of a specific date, in which case, as of such specific date);

(ii) any failure of GATX to perform or observe (when GATX is or was required to perform or observe) any term, provision, covenant or agreement contained herein.

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(e) In no event will the aggregate indemnification obligation of (i) JV Buyer pursuant to Section 10.2(a) exceed the Final JV Buyer Purchase Price, (ii) B Buyer pursuant to Section 10.2(b) exceed the Final B Buyer Purchase Price and (iii) G Buyer and GATX pursuant to Section 10.2(c) and Section 10.2(d) exceed the Final G Buyer Purchase Price.

(f) Notwithstanding anything herein to the contrary, JV Buyer shall be solely and exclusively responsible for any and all JV Buyer Indemnity Obligations. For the avoidance of doubt, none of G Buyer, B Buyer, GATX or any of their respective Affiliates (for the avoidance of doubt, excluding JV Buyer and its Subsidiaries) shall have any responsibility or obligation for any JV Buyer Indemnity Obligation (including any obligation to remit or make any payment to any Seller Indemnified Party in respect of any JV Buyer Indemnity Obligation). The obligations of JV Buyer arising under Section 10.2(a) will (for so long as they are applicable) survive the consummation of any merger, consolidation or other reorganization of JV Buyer or any of its controlled Affiliates and continue in full force and effect and be binding against the survivor or successor of any such transaction. For so long as any Seller Indemnified Party has any right under Section 10.2(a), in the event JV Buyer or any of its successors or assigns (A) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity in such consolidation or merger or (B) transfers all or at least a majority of its properties and assets to any Person, then, and in either such case, proper provision will be made so that the successors and assigns of JV Buyer, as applicable, will assume (in an agreement, the form and substance of which shall be reasonably acceptable to Seller and Everen) all of the obligations set forth in Section 10.2(a) (and any related provisions) and prompt notice thereof shall be given to Seller and Everen. JV Buyer shall not, and shall cause its controlled Affiliates not to, take any action with the intent to, adversely effect the ability of JV Buyer to satisfy its obligations under Section 10.2(a).

(g) Notwithstanding anything herein to the contrary, B Buyer shall be solely and exclusively responsible for any and all B Buyer Indemnity Obligations. For the avoidance of doubt, none of JV Buyer, G Buyer, GATX or any of their respective Affiliates (for the avoidance of doubt, excluding B Buyer and its Subsidiaries) shall have any responsibility or obligation for any B Buyer Indemnity Obligation (including any obligation to remit or make any payment to any Seller Indemnified Party in respect of any B Buyer Indemnity Obligation). The obligations of B Buyer arising under Section 10.2(b) will (for so long as they are applicable) survive the consummation of any merger, consolidation or other reorganization of B Buyer or any of its controlled Affiliates and continue in full force and effect and be binding against the survivor or successor of any such transaction. For so long as any Seller Indemnified Party has any right under Section 10.2(b), in the event B Buyer or any of its successors or assigns (A) consolidates with or merges into any other Person (other than any Affiliates) and is not the continuing or surviving corporation or entity in such consolidation or merger or (B) transfers all or at least a majority of its properties and assets to any Person (other than any such transfer made to a wholly-owned subsidiary of B Buyer participating in the B Buyer Debt Financing), then, and in either such case, proper provision will be made so that the successors and assigns of B Buyer, as applicable, will assume (in an agreement, the form and substance of which shall be reasonably acceptable to Seller and Everen) all of the obligations set forth in Section 10.2(b) (and any related provisions) and prompt notice thereof shall be given to Seller and Everen. B Buyer shall not, and shall cause its controlled Affiliates not to, take any action with the intent to, adversely effect the ability of B Buyer to satisfy its obligations under Section 10.2(b).

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(h) Notwithstanding anything herein to the contrary, G Buyer shall be solely and exclusively responsible for any and all G Buyer Indemnity Obligations. For the avoidance of doubt, none of JV Buyer, B Buyer, GATX or any of their respective Affiliates (excluding G Buyer and its Subsidiaries) shall have any responsibility or obligation for any G Buyer Indemnity Obligation (including any obligation to remit or make any payment to any Seller Indemnified Party in respect of any G Buyer Indemnity Obligation). The obligations of G Buyer arising under Section 10.2(c) will (for so long as they are applicable) survive the consummation of any merger, consolidation or other reorganization of G Buyer or any of its Affiliates and continue in full force and effect and be binding against the survivor or successor of any such transaction. For so long as any Seller Indemnified Party has any right under Section 10.2(c), in the event G Buyer or any of its successors or assigns (A) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity in such consolidation or merger or (B) transfers all or at least a majority of its properties and assets to any Person, then, and in either such case, proper provision will be made so that the successors and assigns of G Buyer, as applicable, will assume (in an agreement, the form and substance of which shall be reasonably acceptable to Seller and Everen) all of the obligations set forth in Section 10.2(c) (and any related provisions) and prompt notice thereof shall be given to Seller and Everen. G Buyer shall not, and shall cause its controlled Affiliates not to, take any action with the intent to, adversely effect the ability of G Buyer to satisfy its obligations under Section 10.2(c).

(i) Notwithstanding anything herein to the contrary, GATX shall be solely and exclusively responsible for any and all GATX Indemnity Obligations. For the avoidance of doubt, none of JV Buyer or B Buyer or any of their respective Affiliates (for the avoidance of doubt, excluding GATX and its Subsidiaries, including G Buyer) shall have any responsibility or obligation for any GATX Indemnity Obligation (including any obligation to remit or make any payment to any Seller Indemnified Party in respect of any GATX Indemnity Obligation). The obligations of GATX arising under Section 10.2(d) will (for so long as they are applicable) survive the consummation of any merger, consolidation or other reorganization of GATX or any of its Affiliates and continue in full force and effect and be binding against the survivor or successor of any such transaction. For so long as any Seller Indemnified Party has any right under Section 10.2(d), in the event GATX or any of its successors or assigns (A) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity in such consolidation or merger or (B) transfers all or at least a majority of its properties and assets to any Person, then, and in either such case, proper provision will be made so that the successors and assigns of GATX, as applicable, will assume (in an agreement, the form and substance of which shall be reasonably acceptable to Seller and Everen) all of the obligations set forth in Section 10.2(d) (and any related provisions) and prompt notice thereof shall be given to Seller and Everen. GATX shall not, and shall cause its controlled Affiliates not to, take any action with the intent to, adversely effect the ability of GATX to satisfy its obligations under Section 10.2(d).

Section 10.3. Indemnity Procedures.

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(a) In the event that any claim, dispute, investigation or Action is threatened in writing or commenced by any Third Party for which a Party may be required to provide indemnity hereunder (an “Indemnifying Party”) to any Buyer Indemnified Party or Seller Indemnified Party (an “Indemnified Party”) (an “Asserted Liability”), the Indemnified Party shall promptly (and in any event within ten (10) Business Days after such Indemnified Party first becomes aware of the Asserted Liability) notify the Indemnifying Party of such Asserted Liability in a writing that: (i) describes such Asserted Liability in reasonable detail, to the extent details are known at such time; (ii) identifies the particular section(s) hereof pursuant to which indemnification is sought (it being agreed that failure to identify any section shall not relieve the Indemnifying Party of any indemnification obligation hereunder, except to the extent the Indemnifying Party is actually and materially prejudiced by such failure); (iii) attaches copies of any written demand upon which such Asserted Liability is based (if any); and (iv) sets forth a good faith estimated amount (broken down by each individual claim) for which the Indemnified Party may be liable (only to the extent actually known or estimable at the time such written notice is delivered, and with it being understood and agreed that such estimate shall not be conclusive of the final amount) (the “Claim Notice”); provided that no delay on the part of the Indemnified Party in giving any Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder, except to the extent the Indemnifying Party is actually and materially prejudiced by such delay. In no event shall the delivery of a Claim Notice limit any of the rights or remedies of any Indemnified Party hereunder, including with respect to the underlying events, facts and circumstances set forth in such Claim Notice.

(b) The Indemnifying Party shall have fifteen (15) days from its receipt of a Claim Notice (the “Notice Period”) to notify the Indemnified Party whether the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense and with counsel of the Indemnifying Party’s own choosing (provided that such counsel selected by Seller and Everen and their Affiliates shall be reasonably acceptable to JV Buyer), to assume and control the defense of an Asserted Liability; provided that in no event may the Indemnifying Party assume control of the defense of any portion of an Asserted Liability (i) seeking to impose criminal fines, criminal penalties or criminal sanctions against an Indemnified Party, (ii) seeking an injunction or equitable relief against any Indemnified Party or (iii) in connection with a Specified Indemnified Matter, except for that portion, if any, of such Specified Indemnified Matter to which Seller or its Affiliates is a named party (for the avoidance of doubt, the foregoing do not provide any Buyer, GATX or any of their Affiliates the right to control the defense of any portion of a Specified Indemnified Matter or any dispute, investigation, claim, action, audit, hearing or proceeding by or before any Governmental Entity brought or made against Seller or any of its Affiliates; provided that, in respect of any Specified Indemnified Matter, Seller shall consider in good faith any viewpoints, strategies, perspectives and comments provided by any Buyer Indemnified Party in respect of such Specified Indemnified Matter); provided, further, that in the event of an Asserted Liability (other than the Specified Indemnified Matter) that would reasonably be expected to result in Losses in excess of the amounts indemnifiable hereunder by the Indemnifying Party (a “Joint Defense Asserted Liability”), then (A) the defense and settlement of such Asserted Liability shall be jointly controlled by the Indemnifying Party and the Indemnified Party, with one counsel of the Indemnified Party’s own choosing and one counsel of the Indemnifying Party’s own choosing (provided that such counsel shall be reasonably acceptable to the Indemnified Party) for so long as such Asserted Liability remains a Joint Defense Asserted Liability, (B) the Indemnified Party and the Indemnifying Party shall cooperate in good faith to defend such Asserted Liability, (C) any settlement of a Joint Defense Asserted Liability shall require the prior written consent of each of the Indemnifying Party and the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) and (D) the reasonable and documented out-of-pocket costs and expenses of the Indemnified Party in such joint defense of such Joint Defense Asserted Liability shall constitute Losses hereunder (regardless of the ultimate outcome).

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(c) If the Indemnifying Party undertakes to assume and control the defense of an Asserted Liability, the Indemnifying Party shall use good faith efforts to defend such Asserted Liability and shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to any settlement that (i) does not contain a full release of all Indemnified Parties from the subject matter of such Asserted Liability (other than any portion of any Specified Indemnified Matter to which Seller or its Affiliates is a named party), (ii) provides for injunctive or other similar non-monetary relief affecting the Indemnified Party in any manner, (iii) provides for the payment of monetary damages, unless such monetary damages are paid (or reimbursed) in full by the Indemnifying Party, (iv) involves any admission of wrongdoing by the Indemnified Party or (v) is with a Governmental Entity (other than any portion of any Specified Indemnified Matter to which Seller or its Affiliates is a named party). For so long as the Indemnifying Party is assuming and controlling the defense of an Asserted Liability in accordance with the terms hereof, (A) the Indemnifying Party shall have the sole right to control the defense of such Asserted Liability, including the appointment, removal or replacement of counsel at its sole discretion (provided that, counsel selected by Seller and Everen and their Affiliates shall be reasonably acceptable to JV Buyer), and (B) the Indemnified Party shall cooperate in good faith (at the Indemnifying Party’s sole cost and expense for reasonable and documented out of pocket costs and expenses) with the Indemnifying Party and its counsel in all reasonable respects in the investigation and defense thereof, including (x) entering into such agreements as may be reasonably necessary to allow the Indemnifying Party to assume and control such defense in accordance with the terms hereof, (y) making available and retaining records and documentary evidence relevant or relating to such Asserted Liability (including instituting a legal hold) and (z) providing access to directors, officers and employees or agents of the non-defending party as reasonably necessary to ensure the proper and adequate defense of such Asserted Liability, including using reasonable efforts to direct and encourage such individuals to serve as actual and potential witnesses and deliver witness statements as reasonably necessary to ensure the proper and adequate defense of such Asserted Liability. Notwithstanding the foregoing, the Indemnified Party shall have the right to settle any Asserted Liability (other than any portion of any Specified Indemnified Matter to which Seller or its Affiliates is a named party) in accordance with Section 10.3(d) that the Indemnifying Party has undertaken to defend solely if (I) the Indemnified Party unconditionally releases the Indemnifying Party from any and all (x) Losses as part of any such settlement and (y) indemnification obligations under Section 10.1(a)-(c) or Section 10.2(a)-(c), as applicable, in respect of such settled claim or dispute, and (II) such settlement does not provide for injunctive or other similar non-monetary relief affecting the Indemnifying Party in any manner or involve any admission of wrongdoing or criminal liability on the part of the Indemnifying Party. Notwithstanding an election by the Indemnifying Party to assume and control the defense of such Asserted Liability, (1) the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Asserted Liability (in each case, at the sole cost and expense of the Indemnified Party) and (2) if there exists an actual or potential conflict of interest that would, in the good faith view of external counsel to the Indemnified Party, make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party or there are legal defenses available to an Indemnified Party that are different from those available to the Indemnifying Party, the Indemnified Party shall be entitled to retain its own counsel (at the sole cost and expense of the Indemnifying Party), except that the Indemnifying Party shall not be obligated to pay costs, fees or expenses of more than one separate counsel (plus one local counsel per applicable foreign jurisdiction) for all Indemnified Parties, taken together.

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If the Indemnifying Party has elected to assume control and defense of an Asserted Liability pursuant to Section 10.3(b), the Indemnifying Party and its counsel shall keep the Indemnified Party reasonably informed of all developments relating to any such Asserted Liability, including by promptly providing copies of any material filings relating thereto.

(d) If the Indemnifying Party does not (including if it is not permitted to) undertake to assume and control the defense of an Asserted Liability within the Notice Period or fails to use good faith efforts to defend such Asserted Liability, the Indemnifying Party shall still have the right to participate in any such defense at its sole cost and expense, but, in such case, the Indemnified Party shall have the right to control the defense and settlement of such Asserted Liability (and to seek indemnification for any and all Losses based upon, arising from or relating to such Asserted Liability); provided that the Indemnified Party shall not enter into any settlement of such Asserted Liability without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless (I) the Indemnified Party unconditionally releases the Indemnifying Party from any and all (x) Losses as part of any such settlement and (y) indemnification obligations under Section 10.1(a)-(c) or Section 10.2(a)-(c), as applicable, in respect of such settled claim or dispute, and (II) such settlement does not provide for injunctive or other similar non-monetary relief affecting the Indemnifying Party in any manner or involve any admission of wrongdoing or criminal liability on the part of the Indemnifying Party. If the Indemnified Party settles an Asserted Liability that it elects to defend pursuant to this Section 10.3(d) in violation of the immediately preceding sentence, then such settlement shall be disregarded for purposes of determining the amount of Losses indemnifiable hereunder and the Indemnified Party shall bear the burden of proof to show the amount of Losses that would have been applicable had such settlement not been entered into; provided that the amount of such settlement (together with defense and investigation costs and expenses that are Losses) shall operate as the maximum amount of Losses arising from such Asserted Liability that are indemnifiable pursuant to Section 10.1(a)-(c) or Section 10.2(a)-(c), as applicable. If the Indemnified Party undertakes to assume and control the defense of an Asserted Liability that it has the right to control hereunder, (A) the Indemnified Party shall have the sole right to control the defense of such Asserted Liability, including the appointment, removal or replacement of counsel at its sole discretion and the filing of any counterclaim as part of a litigation strategy, and (B) the Indemnifying Party shall cooperate in good faith (at the Indemnifying Party’s sole cost and expense) with the Indemnified Party and its counsel in all reasonable respects in the investigation and defense thereof, including (x) making available and retaining records and documentary evidence relevant or relating to such Asserted Liability and (y) providing access to directors, officers and employees or agents of the non-defending party as reasonably necessary to ensure the proper and adequate defense of such Asserted Liability. At the Indemnifying Party’s reasonable request from time to time, the Indemnified Party and its counsel shall keep the Indemnifying Party reasonably informed of all developments relating to any such Asserted Liability, including by promptly providing copies of all material filings relating thereto.

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(e) Nothing in this Section 10.3 shall require the Indemnified Party or the Indemnifying Party to take any action or disclose any information if such action or disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or contravene or violate any Law or Order; provided that the Indemnified Party or the Indemnifying Party, as applicable, shall use commercially reasonable efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable such action or disclosure to the Indemnifying Party or the Indemnified Party, as applicable, and its counsel to occur without contravening or violating any Law or Order or jeopardizing such attorney-client privilege, the work product immunity or any other legal privilege.

(f) In the event that any Indemnified Party has a claim against any Indemnifying Party under this Article X for Losses not involving a claim, dispute, investigation or Action by a Third Party that such Indemnified Party believes gives rise to a claim for indemnification in accordance with Section 10.1(a)-(c) or Section 10.2(a)-(c), as applicable (a “Direct Claim”), then promptly (and in any event within forty five (45) Business Days after such Indemnified Party first becomes aware in accordance with the Knowledge of Seller or Knowledge of Buyer, as applicable, of the Asserted Liability) after such Indemnified Party first becomes aware of the events, facts, circumstances or developments giving rise to such Direct Claim, then the Indemnified Party shall notify the Indemnifying Party of such events, facts, circumstances, developments and/or Losses in a writing that meets the requirements set forth in Section 10.3(a), in each case to the extent known by the Indemnified Party; provided that no delay on the part of the Indemnified Party in giving any Direct Claim notice shall relieve the Indemnifying Party of any indemnification obligation hereunder, except to the extent the Indemnifying Party is actually and materially prejudiced by such delay.

(g) With respect to any notice or any other communication or document that (i) is received by an Indemnified Party from any Third Party (including a Governmental Entity) and (ii) relates to an Asserted Liability for which the Indemnifying Party has already assumed the control of the defense (a “Claim Communication”), without prejudice of any obligation of the Indemnified Party under Section 10.3(a), the applicable Indemnified Party shall use reasonable best efforts to cause to be delivered to the Indemnifying Party copies of such Claim Communication no later than the date that is five (5) Business Days following receipt thereof by such Indemnified Party, or such shorter period within which a response or action may be required or advisable (taking into account the Indemnifying Party’s required time to prepare such response or action); provided that any delay by the Indemnified Party to deliver such notice shall not relieve the Indemnifying Party from its obligations hereunder unless such delay has actually and materially prejudiced the Indemnifying Party from fulfilling its obligations.

Section 10.4. Mitigation.

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(a) Each Indemnified Party shall use commercially reasonable efforts to mitigate any Loss upon and after obtaining knowledge of any event, fact, circumstance or occurrence that has given rise to, or would reasonably be expected to give rise to, any Loss that would reasonably be expected to give rise to an indemnity obligation pursuant to this Article X, including by pursuing commercially reasonable rights and remedies available to such Indemnified Party against Third Parties (including with any insurance company in its capacity as an insurer or any railcar lessee and under the R&WI Policy) that are reasonably likely to result in a net reduction of Losses with respect to which such Indemnified Party may be entitled to indemnification hereunder. In furtherance of the foregoing, prior to seeking indemnification in respect of any Specified Indemnified Matter against Seller or Everen, the applicable Buyer Indemnified Parties shall use commercially reasonable efforts to obtain the maximum amount of indemnification coverage available from the applicable Customers under the terms of any applicable Transferred Lease Agreements (including any renewals thereof), which such commercially reasonable efforts shall not require the filing of any Proceeding against such Customer; provided, however, that if the applicable Buyer Indemnified Parties are unable to recover the maximum amount of indemnification coverage available from the applicable Customers under the terms of any applicable Transferred Lease Agreements and do not pursue legal remedies, the Seller and Everen (and their respective Affiliates) shall be entitled (but not obligated) to seek and pursue legal remedies (including any Proceeding) to seek to obtain the maximum amount of such indemnification coverage, and the applicable Buyer Indemnified Party shall (and shall cause its Affiliates), at the Seller’s sole cost and expense, to use commercially reasonable efforts to reasonably cooperate with and assist Seller and Everen (and their Affiliates) to the extent reasonably requested by Seller or Everen. Reasonable and documented out-of-pocket costs of mitigation taken in accordance with this Section 10.4 shall be included in the amount recoverable by a party under this Article X. In the event that an Indemnified Party shall fail to use commercially reasonable efforts to mitigate any Loss in accordance with this Section 10.4(a), then notwithstanding anything herein to the contrary, the Indemnifying Party shall not be required to indemnify any Indemnified Party for that portion of any Losses that would reasonably be expected to have been avoided if such commercially reasonable efforts had been taken.

(b) If an Indemnifying Party makes any payment to an Indemnified Party pursuant to this Article X in respect of Losses for which an Indemnified Party has a right to recover against a Third Party (including any insurance company in its capacity as an insurer or any railcar lessee or under the R&WI Policy), such Indemnified Party shall use commercially reasonable efforts to seek recovery from such Third Party on such Indemnifying Party’s behalf and pay the amount of any such recovery to such Indemnifying Party (net of the Indemnified Party’s reasonable and documented out-of-pocket costs and expenses, including legal costs and expenses, incurred in connection therewith and any increase to premiums resulting therefrom); provided that (i) such payment to the Indemnifying Party by the Indemnified Party shall not exceed the sum of any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of any claim arising out of such matter(s), and (ii) no Indemnified Party shall have any obligation to commence any Action against any insurer or any Third Party.

Section 10.5. Damages Limitation.

(a) Buyers Indemnified Parties’ right to indemnification, payment, reimbursement, or other remedy or Losses shall be satisfied (i) first, from the R&WI Policy, to the maximum extent covered by the R&WI Policy and until the R&WI Policy is exhausted (if any); and (ii) second, to the extent that the R&WI Policy does not cover such matter or has been completely exhausted, directly against Seller or Everen, as applicable. Subject to the terms of Section 10.4, payments by the Indemnifying Party pursuant to this Article X in respect of any Loss shall be limited to the amount of any Loss that remains after deducting therefrom any insurance proceeds (less any (i) reasonable and documented out-of-pocket costs associated with such recovery or benefit incurred in connection therewith and (ii) increase to premiums to the extent resulting therefrom) and any indemnity, contribution or other similar payment actually received by each Indemnified Party from any Third Party (other than the Indemnifying Party) in respect of any such claim.

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(b) Where the same or similar facts, circumstances or events qualifies under more than one provision entitling an Indemnified Party or Indemnified Parties, as applicable, to a claim or remedy hereunder, the Indemnified Party or Indemnified Parties, as applicable, shall not be entitled to duplicative recovery of Losses arising out of such facts, circumstances or events; provided that the Indemnified Party or Indemnified Parties, as applicable, shall be entitled to the maximum amount indemnifiable hereunder to which it is entitled with respect to such circumstances or events.

(c) No Indemnifying Party shall be liable under this Article X in respect of any Loss that is contingent, unless and until such contingent Loss becomes an actual liability and is due and payable; provided that this Section 10.5(c) shall not limit the ability of any Indemnified Party to submit a claim for indemnification in accordance with Section 10.3.

Section 10.6. Materiality Scrape. If any representation or warranty (except the word “Material” in the defined terms “Material Contract,” “Material Customer,” and “Material Vendor”) is qualified as to materiality, including the terms “material,” “Material Adverse Effect,” or similar qualifications, the inclusion of which would limit or potentially limit a claim or recovery pursuant to Section 9.1 or Article X, such limitation shall in all respects be ignored and given no effect both for purposes of determining (a) whether there has been an inaccuracy in or breach of any such representation or warranty and (b) the amount of Losses resulting from such breach.

Section 10.7. Exclusive Remedy. Other than in respect of (a) Section 2.15, (b) the right to seek specific performance pursuant to Section 11.13, (c) claims arising under Article IX, (d) claims for Fraud, (e) claims under the R&WI Policy or (f) claims in respect of Section 6.5, Section 6.6, Section 6.7, Section 6.8, Section 6.12 or Section 6.17, from and after Closing, the provisions of this Article X shall (i) be the sole and exclusive remedy of the Indemnified Parties with respect to any and all claims or disputes arising out of, attributable to, based upon, resulting from, or in connection with any breach, violation or inaccuracy of any representation or warranty or breach or nonperformance of any covenant, obligation or other agreement herein and (ii) preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies against the Indemnifying Party for claims or causes of action based on this Agreement (whether such claims or causes of action are based upon breach of contract, tort or otherwise).

Section 10.8. Tax Treatment. Any payments made by Seller, Everen, any Buyer or GATX pursuant to this Article X shall be treated as an adjustment to the Final Aggregate Purchase Price for all Tax purposes, unless otherwise required by Law.

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ARTICLE XI

MISCELLANEOUS

Section 11.1. Survival.

(a) Except for (i) Section 4.14, Section 5.13 and any Liability for Fraud (which shall survive indefinitely) and (ii) the Seller Fundamental Representations and Buyers Fundamental Representations (which shall survive until the three (3) year anniversary of the Closing), none of the representations and warranties herein shall survive the Closing, and, accordingly, each such representation and warranty shall terminate at and as of the Closing.

(b) None of the covenants and other agreements herein that by their terms are required to be performed in full at or prior to the Closing shall survive the Closing, and, accordingly, each such covenant and agreement shall terminate at and as of the Closing. Each covenant and other agreement herein that by its terms is required to be performed, in whole or in part, after the Closing shall survive the Closing (only in respect of such post-Closing covenant or agreement) only until, (i) if a term is specified in such covenant or agreement, the earlier of (A) the expiration of the term of the undertaking in such covenant or agreement or (B) the time such covenant or other agreement is fully performed, (ii) if no such term is specified subject to subclause (iii), the earlier of (A) the applicable statute of limitations or (B) the time such covenant or other agreement is fully performed or (iii) in the case of the covenants in Section 9.4, three (3) years after the applicable statute of limitations. Notwithstanding the foregoing, Article X, Article XI and any Liability for Fraud shall survive the Closing indefinitely.

(c) Following the termination of a representation, warranty, covenant or other agreement in accordance with Section 11.1(a) or Section 11.1(b), no claim or Action may be initiated or maintained by any Indemnified Party with respect thereto, regardless of any statute of limitations period that would otherwise apply. In furtherance of the foregoing, each Party waives, to the fullest extent permitted under any Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter hereof that it may have against any other Party and such other Party’s Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions expressly set forth in Article X; provided, however, that the foregoing set forth in Section 11.1(a)–(c) shall not limit or apply (i) in the event of Fraud, (ii) to any claim under the R&WI Policy or against the insurer thereunder, (iii) to any Action to obtain specific enforcement of the covenants herein, or (iv) to any remedies in connection with or arising out of the other Transaction Documents.

(d) It is the express intent of the Parties that, (i) if the applicable survival period for an item as contemplated by Section 11.1(a) or Section 11.1(b) is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item will be reduced to the shortened survival period contemplated hereby and (ii) the time periods set forth in Section 11.1(a) and Section 11.1(b) for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties hereto and that the parties hereto intend for the time periods to be enforced as agreed by the parties hereto and to supersede the statute of limitations that would otherwise be applicable.

(e) For greater certainty, Section 11.11 does not apply to any Action commenced, made or otherwise instituted by or behalf of any Business Employee, any beneficiary or dependent thereof, or any collective bargaining representative thereof, including rights or remedies with respect to the employment of, the termination of employment of, the compensation, terms and conditions of employment and/or benefits that may be provided to, any Business Employee by JV Buyer or Seller or any of their respective Affiliates or under any benefit plan which JV Buyer or Seller or any of their respective Affiliates may maintain, and any such Action shall be governed by any choice of law, private international law or conflict of law provision, rule, principle or legislation applicable in the jurisdiction where any such Business Employee is employed.

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Section 11.2. Entire Agreement.

(a) All exhibits, schedules, annexes and Disclosure Schedules are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full herein.

(b) This Agreement, the Confidentiality Agreement and the Ancillary Agreements (including exhibits and schedules hereto and thereto) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements, arrangements or understandings (written, electronic, oral or otherwise), among the parties hereto with respect to the subject matter hereof and thereof, except for the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms and the applicable terms herein.

(c) If there is any inconsistency between the terms herein and any Ancillary Agreement, or between the terms herein and any other agreement or instrument entered into (or transfer document delivered) in connection with the transactions contemplated hereby, this Agreement shall prevail (as between the parties hereto and as between any of their Affiliates) to the extent of the inconsistency, unless otherwise expressly agreed in writing.

Section 11.3. Assignment.

(a) This Agreement shall not be assigned (in whole or in part) by any Party (whether by operation of Law, Order or otherwise), without the prior written consent of the other parties hereto; provided that, without the consent of the other parties hereto (i) Seller and Everen may assign any or all of its respective rights or obligations hereunder to any of their respective Affiliates (although no such assignment shall relieve Seller or Everen of its obligations hereunder) or to any Lenders and (ii) each Buyer may assign (or designate) any or all of its rights or obligations hereunder to any of its Affiliates (although no such assignment or designation shall relieve such Buyer of its obligations hereunder) or for collateral security purposes to any Lenders at the Closing; provided that, in either case, such assignment or designation would not reasonably be expected to prevent, materially impair or materially delay (A) receipt of any Requisite Regulatory Approvals, or (B) consummation of the transactions contemplated hereby on a timely basis; provided, further, that if, as a result of any Buyer’s assignment or designation hereof, deduction or withholding of any Tax from any payment made pursuant hereto is required by Law, then the sum payable by the applicable Buyer shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 11.3), the Seller or Everen, as applicable, receives an amount equal to the sum it would have received had no such deduction or withholding been made. Subject to the immediately preceding sentence, this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties hereto and their permitted successors and assigns. Any attempted assignment or designation of any or all rights or obligations herein not in accordance with the terms of this Section 11.3 shall be null and void ab initio.

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(b) Following the Closing, in the event a Buyer or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers, in a single transaction or series of transactions, all or at least a majority of its properties and assets to any Person, then, and in either such case, proper provision will be made so that such assignment, transfer or conveyance does not prevent, materially delay or materially impair any obligations of such Buyer (or its successors or assigns) arising following the Closing under this Agreement. Each Buyer shall not, and shall cause its respective Affiliates not to, take any action with the intent to adversely effect the ability of Buyer to satisfy their obligations under Section 10.2(a).

Section 11.4. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt), (b) when sent by email (provided that no “error message” or other notification of non-delivery is generated) or (c) one (1) Business Day following the day sent by an internationally recognized overnight courier, in each case, at the following addresses and email addresses (or to such other address, number or email address as a Party (or its counsel indicated below) may have specified by notice given to the other Party):

If to Seller or Everen to:

Wells Fargo Bank, N.A.

Wells Fargo Corporate Development

550 S. Tryon St.

Floor 18

MAC: D1086-180

Charlotte, North Carolina 28202

Attention: Jeremy Swinson; Chris Adam

Email: [***]

with a copy (which shall not constitute notice to Seller) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: Lee Meyerson; Sven Mickisch; Timothy Gaffney

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If to JV Buyer:

GABX Leasing LLC

c/o GATX Corporation

233 S. Wacker Drive

Chicago, IL 60606

and

GABX Leasing LLC

c/o Brookfield Infrastructure Group

Brookfield Place

181 Bay Street Suite 300

Toronto, Ontario M5J 2T3

with a copy (which shall not constitute notice to JV Buyer or B Buyer) to:

Skadden, Arps, Slate, Meagher & Flom LLP

1000 Louisiana Street, Suite 6800

Houston, Texas 77002

and

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

If to GATX or G Buyer to:

GATX Corporation

233 S. Wacker Drive

Chicago, IL 60606

with a copy (which shall not constitute notice to G Buyer) to:

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

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If to B Buyer:

BFLX Leasing Holdings LLC

c/o Brookfield Infrastructure Group

Brookfield Place

181 Bay Street Suite 300

Toronto, Ontario M5J 2T3

with a copy (which shall not constitute notice to JV Buyer or B Buyer) to:

Skadden, Arps, Slate, Meagher & Flom LLP

1000 Louisiana Street, Suite 6800

Houston, Texas 77002

Section 11.5. Fees and Expenses.

(a) Except as otherwise expressly set forth herein (including Section 11.5(b)), all costs, fees and expenses incurred in connection with the Transaction Documents and the transactions contemplated hereby and thereby, including the costs, fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such costs, fees or expenses.

(b) JV Buyer shall pay (or reimburse Seller or Everen, as applicable) for any and all (i) filing fees required in connection with any Governmental Approval (including the HSR Act), (ii) fees, expenses and costs associated with the R&WI Policy (including any premiums, commissions, Taxes and other charges, fees or expenses of the underwriter(s) of any such policy), (iii) 50% of the fees, expenses and costs incurred in connection with procuring any TSA Consent and (iv) fees, costs and expenses of the Seller Group incurred in accordance with Section 6.15.

(c) Seller shall pay for any and all fees, expenses and costs related to or otherwise associated with the escrow agreement entered into by the Parties and the escrow account established, in each case, in accordance with Section 2.9.

Section 11.6. Construction; Interpretation.

(a) The term “this Agreement” means this Agreement together with the Disclosure Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof.

(b) The table of contents and headings contained herein are inserted for convenience only and shall not affect in any way the meaning or interpretation hereof.

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(c) This Agreement is the product of negotiation by the parties hereto, each having the assistance of sophisticated counsel and other advisors. The parties hereto intend that this Agreement not be construed more strictly with regard to one Party than with regard to the other Party.

(d) Unless otherwise indicated to the contrary herein by the context or use thereof, when used herein: (i) the words, “herein,” “hereto,” “hereof,” “hereunder” and words of similar import refer to this Agreement and not to any particular section, subsection, paragraph, subparagraph or clause contained herein; (ii) any gender includes other genders; (iii) all definitions set forth herein are deemed applicable whether the words defined are used herein in the singular or plural, and correlative forms of defined terms have corresponding meanings; (iv) “$” and “dollar” shall refer to U.S. dollars; (v) the words “include,” “includes,” “including” and words of similar import shall be deemed to be followed by the words “without limitation”; (vi) references to Articles, Sections, Exhibits and Schedules are references to the Articles, Sections, Exhibits and Schedules to this Agreement; (vii) a reference to any Person includes such Person’s permitted successors and assigns; (viii) references to any Law or Order means such Law or Order as amended, modified or supplemented from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder, in each case, as existing at the applicable time; (ix) references to any Contract or other document are to that Contract or other document as amended, restated, supplemented or otherwise modified in accordance with the terms thereof (including all exhibits, schedules and other documents or agreements attached thereto and hereto), as such Contract or document existed at the applicable time; (x) “U.S.” are to the United States of America; (xi) each representation, warranty, covenant, agreement and condition contained herein shall have independent significance; (xii) references to a time of day are references to New York City time; and (xiii) reference to “parties hereto” (and correlated terms) means the Parties and GATX.

(e) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified. If the last day of the time period for the giving of any notice, effecting any event or the taking of any action required hereunder falls on a day that is not a Business Day, the time period for giving such notice, effecting such event or taking such action shall be extended through the next Business Day following the original expiration date of such.

(f) Any documents, information and agreements that have been posted in the electronic data room hosted by Intralinks established by or on behalf of Seller, Everen or their respective Affiliates in connection with the transactions contemplated hereby as of 5:00 p.m. on the second (2nd) day prior to the date hereof and, as of the date hereof, remain available to JV Buyer (or its Affiliates or its or their respective Representatives) shall be deemed to have been “delivered,” “furnished,” “provided,” or “made available” (or any phrase of similar import) to Buyers by Seller or Everen, as applicable.

(g) No provision hereof is to be construed to require, directly or indirectly, any Person to take any action, or omit to take any action, to the extent that such action or omission would violate or conflict with any Law or Order. Notwithstanding anything herein to the contrary, (i) nothing herein shall require any Person to (or to cause or direct any other Person to) disclose or share any CSI the disclosure or sharing of which is prohibited or not permitted by Law or Order; provided that appropriate modified or substitute disclosures or actions shall be made or taken to the extent permitted by Law and commercially reasonable; and (ii) no representation or warranty shall be made (or deemed made) pursuant hereto to the extent such representation or warranty would require or involve the disclosure of CSI.

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Section 11.7. Parties in Interest. This Agreement shall be binding upon and enforceable by and inure solely to the benefit of each Party and its successors and permitted assigns. Except as expressly provided in Section 11.14, nothing herein, express or implied, is intended to or shall confer upon any other Person any rights, benefits, remedies, powers, obligations or liabilities under or by reason hereof.

Section 11.8. Severability. The provisions hereof shall be deemed severable and the illegality, invalidity or unenforceability of any provision hereof shall not affect the legality, validity or enforceability of the other provisions hereof. If any provision hereof, or the application thereof to any Person or circumstance, is found by any Governmental Entity of competent jurisdiction to be illegal, invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be legal, valid and enforceable, the intent and purpose of such illegal, invalid or unenforceable provision and (b) the remainder hereof, and the application of such provision to other Persons or circumstances, shall not be affected by such illegality, invalidity or unenforceability, nor shall such illegality, invalidity or unenforceability affect the illegality, validity or enforceability, of such provision, or the application thereof, in any other jurisdiction.

Section 11.9. Counterparts. This Agreement may be executed in multiple counterparts (including by electronic means such as DocuSign, “.pdf” or “.jpg” files), each of which shall be deemed to constitute an original, but all of which together shall be deemed to constitute one and the same instrument, it being understood that all parties hereto need not sign the same counterpart.

Section 11.10. Amendment; Waiver. Any provision hereof may be amended, supplemented, restated, modified or waived only in signed writing, in the case of any (a) amendment, supplement, modification or restatement, by the parties hereto, or (b) waiver, by the Party against whom the waiver is to be effective; provided that no amendments to Section 11.7, this Section 11.10, Section 11.14, the definitions of “Lenders” and “Debt Financing Sources” (and any other definitions or other provisions hereof to the extent a modification thereof would affect the substance of any of the foregoing) shall not be amended in any way adverse to the Debt Financing Sources without the prior written consent of the Lenders. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 11.11. Governing Law. This Agreement, and all Actions, causes of actions, disputes or controversies that may be based upon, arise out of, relate to, result from or be in connection herewith or the evaluation, negotiation, documentation, execution, administration, performance, interpretation, construction, validity or enforcement hereof (whether in contract, tort, or otherwise), including any claim or cause of action based upon, arising out of, relating to, resulting from, or in connection with any representation or warranty made herein, shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Law or Order of any jurisdiction other than the State of New York.

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Section 11.12. Jurisdiction; Venue; Waiver of Jury Trial.

(a) Subject to Section 2.15 and Section 9.1, each Party irrevocably and unconditionally agrees that it shall bring any disputes or Actions based upon, arising out of, related to, resulting from or in connection with the evaluation, negotiation, documentation, execution, administration, performance, interpretation, construction, validity or enforcement of this Agreement or the transactions contemplated hereby (whether in contract, tort or otherwise), including any claim or cause of action based upon, arising out of, related to, resulting from, or in connection with any representation or warranty made herein, exclusively in any federal court located in the State of New York or, where such court does not have jurisdiction, any New York state court, in either case, located in the Borough of Manhattan, New York City, New York (the “Chosen Courts”).

(b) Subject to Section 2.15 and Section 9.1, in connection with any disputes or Action based upon, arising out of, related to, resulting from or in connection with the evaluation, negotiation, documentation, execution, administration, performance, interpretation, construction, validity or enforcement of this Agreement or the transactions contemplated hereby (whether in contract, tort or otherwise), including any claim or cause of action based upon, arising out of, related to, resulting from, or in connection with any representation or warranty made in this Agreement, each Party irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection (A) to laying venue in any such matter in the Chosen Courts, including any objection based on its place of incorporation or domicile and (B) that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, and (iii) waives and agrees not to plead or claim in any court that any such matter brought in any Chosen Court has been brought in an inconvenient forum or that such Party is not subject to personal jurisdiction in the Chosen Courts. Each Party irrevocably and unconditionally consents and agrees that service of process, summons, notice or document for any dispute or Action shall be permitted hereunder in the manner provided for the giving of notices pursuant to Section 11.4. Nothing in this Section 11.12(b) shall affect the right of any Party to serve process in any other manner permitted by Law or Order.

(c) EACH PARTY HEREBY ACKNOWLEDGES AND AGREES THAT ANY DISPUTES OR ACTIONS WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IRREVOCABLY AND UNCONDITIONALLY (I) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) BASED UPON, ARISING OUT OF, RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT, SUCH PARTIES’ PERFORMANCE HEREUNDER OR THE EVALUATION, NEGOTIATION, DOCUMENTATION, EXECUTION, ADMINISTRATION, PERFORMANCE, INTERPRETATION, CONSTRUCTION, VALIDITY OR ENFORCEMENT OF THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT, OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE AND (II) AGREES AND CONSENTS THAT (A) ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY A COURT IN A TRIAL WITHOUT A JURY AND (B) THE PARTIES HERETO MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (W) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SEEK TO ENFORCE THE FOREGOING WAIVER, (X) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (Y) IT MAKES THIS WAIVER VOLUNTARILY AND (Z) THE OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.12(c).

Section 11.13. Remedies.

(a) The parties hereto acknowledge and agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform their respective obligations hereunder (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated hereby) in accordance with their specific terms or otherwise breach such provisions. Accordingly, each Party shall be entitled to an injunction or injunctions, specific performance and other equitable relief, without proof of actual damages or irreparable harm, to prevent breaches or threatened breaches hereof and to enforce specifically the terms and provisions hereof (including Seller’s, Everen’s or Buyers’ obligation to consummate the transactions contemplated hereby if it is required to do so hereunder), in each case, without posting a bond or other undertaking, this being in addition to any other remedy to which such Party is entitled at Law or in equity. Each Party further agrees (i) not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any breach hereof and (ii) that specific performance by or injunctive relief against such Party will not cause any undue hardship to such Party.

(b) Notwithstanding anything herein to the contrary, the parties hereto further agree that unless and until this Agreement is terminated in accordance with Section 8.1, Seller shall be entitled to an injunction, specific performance or other equitable remedy to specifically enforce Buyers’ obligations to consummate the Closing on the terms and conditions set forth herein and cause JV Buyer and B Buyer to enforce the terms of the JV Equity Commitment Letter and B Buyer Equity Commitment Letter, respectively, against the Investors, in each case, if, and only if, (i) the conditions set forth in Section 7.1 and Section 7.2 have been and continue to be satisfied (other than those conditions that by their nature are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or waived by Seller, (ii) Buyers have failed to consummate the Closing on the date required pursuant to Section 2.9, (iii) the Debt Financing has been funded in accordance with the terms thereof or will be funded in accordance with the terms thereof at the Closing if the other Financings are funded and (iv) Seller has delivered written notice (on or after the date contemplated in clause (ii)) to JV Buyer irrevocably confirming that (x) all conditions set forth in Section 7.3 have been satisfied or validly waived and (y) Seller and Everen are ready, willing and able to perform their respective obligations hereunder to consummate the Closing and shall take all actions required herein within its control to consummate the Closing if specific performance is granted and the Financing is funded.

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(c) If any Party institutes any Action against the other Party to obtain the remedy of specific performance as provided in Section 11.13(a), the prevailing Party in such Action upon a final, non-appealable order shall be entitled to receive, and the non-prevailing Party shall pay, in addition to all other remedies to which the prevailing Party may be entitled, the reasonable and documented costs, fees and expenses incurred by the prevailing Party in conducting the such Action, including reasonable attorneys’ costs, fees and expenses, court costs and other related expenses, even if not otherwise recoverable by Law; provided that, if the non-prevailing Party (i) has failed to prevail in such Action for specific performance on the basis that such Party had an adequate remedy at Law or an award of specific performance was not an appropriate remedy for any reason at Law or in equity and (ii) subsequently prevails in an Action instituted to enforce such remedy at Law under this Agreement (the “Subsequent Action”), such Party shall be entitled to recover from the other Party all reasonable and documented costs, fees and expenses incurred in unsuccessfully seeking to enforce its rights for specific performance in addition to those incurred successfully enforcing its rights in the Subsequent Action; provided, further, notwithstanding anything herein to the contrary, in no event will the non-prevailing Party’s aggregate payment obligation pursuant to this Section 11.13(c) exceed $5,000,000.

(d) The parties hereto acknowledge that Seller and Everen may pursue both (I) a grant of specific performance or other equitable relief pursuant to this Section 11.13 and, (II) following termination of this Agreement, the payment of the Termination Fee under Section 8.3; provided, however, that under no circumstances shall Seller and Everen be permitted or entitled to receive both (i) a grant of specific performance or other equitable relief that results in the Closing occurring pursuant to Section 11.13(b) and (ii) the Termination Fee.

Section 11.14. Debt Financing. Notwithstanding anything herein to the contrary, Seller (solely in respect of itself and the Other Seller Group Entities) and Everen (solely in respect of itself):

(a) agree that any Action of any kind or description, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to this Agreement, the Debt Commitment Letters or the Debt Financing or any other Debt Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court; (b) agree that any such Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable Debt Commitment Letter or other applicable definitive document agreement relating to the Debt Financing;

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(c) agree not to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and irrevocably submits itself and its property with respect to any such proceeding to the exclusive jurisdiction of such courts;

(d) irrevocably waive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court;

(e) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST THE DEBT FINANCING SOURCES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE DEBT FINANCING, THE DEBT COMMITMENT LETTERS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER;

(f) agree that none of the Debt Financing Sources will have any liability to the Seller Group or any of their respective Affiliates or Representatives relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise;

(g) agree that (and each other party hereto agrees that) the Debt Financing Sources are express third-party beneficiaries of, and may enforce any of the provisions of this Section 11.14; and

(h) acknowledges and agrees that none of the Debt Financing Sources shall have any liability or obligation to the Seller Group or any of their respective Affiliates or Representatives arising out of their breach or failure to perform (whether willfully, intentionally, unintentionally or otherwise) any of their obligations under the Debt Commitment Letters, except as expressly set forth in the Debt Commitment Letters.

Notwithstanding the foregoing, nothing in this Section 11.14 shall in any way limit or modify the rights and obligations of (i) Buyers and Seller and Everen under this Agreement, the Equity Commitment Letters or the Limited Guaranty, (ii) the Investors under the Equity Commitment Letters or the Limited Guaranty, (iii) any Lender’s or any agent’s obligations to Buyer under the Debt Commitment Letters or (iv) Buyers (and following the Closing Date, Seller and Everen or any of its Subsidiaries) under the Debt Documents. This Section 11.14 shall, with respect to the matters referenced herein, supersede any provision herein to the contrary.

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Section 11.15. Bulk Sale. Seller, Everen and each Buyer agree to waive compliance with Article 6 of the Uniform Commercial Code as adopted in each applicable jurisdiction to the extent that such Article is applicable to the transactions contemplated by the Transaction Documents. In the event that such waiver is ineffective, Seller and Everen shall, severally and not jointly, indemnify, defend and hold Buyers harmless from and against any claims made by any member of the Seller Group’s creditors under Article 6 of the Uniform Commercial Code relating to any such member of the Seller Group’s payment obligations to such creditors. The provisions of this Section 11.15 shall survive the Closing.

Section 11.16. Seller and Buyer Representative.

(a) By signing this Agreement, (i) Everen shall be deemed to have irrevocably constituted or appointed Seller as its representative in connection with this Agreement and the transactions contemplated hereby and (ii) Seller hereby accepts such appointment, to act on behalf of Everen as its agent and attorney-in-fact, with full power of substitution, to act in its name, place and stead in connection with this Agreement and the transactions contemplated hereby. Buyers shall be entitled to rely on the actions and decisions of Seller taken or omitted to be taken on behalf of Everen without inquiry in connection with this Agreement and the transactions contemplated hereby.

(b) By signing this Agreement, (i) G Buyer and B Buyer shall be deemed to have irrevocably constituted or appointed JV Buyer as its representative in connection with this Agreement and the transactions contemplated hereby and (ii) JV Buyer hereby accepts such appointment, to act on behalf of G Buyer and B Buyer as their respective agent and attorney-in-fact, with full power of substitution, to act in its respective name, place and stead in connection with this Agreement and the transactions contemplated hereby. Seller and Everen shall be entitled to rely on the actions and decisions of JV Buyer taken or omitted to be taken on behalf of G Buyer and B Buyer without inquiry in connection with this Agreement and the transactions contemplated hereby.

Section 11.17. Non-Recourse.

(a) This Agreement and the Ancillary Agreements may be enforced only against, and any Action based upon, arising out of, or related to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby may be brought only against, the entities that are expressly named as parties to such agreements (and their respective successors and assigns) and then only with respect to the specific obligations set forth in such agreements with respect to such party.

(b) With respect to each Party, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor, lender or representative of such named party (collectively, “Non-Recourse Parties”) shall have any liability (whether in contract or tort, at Law or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such named party or for any claim based on, arising out of, or related to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, unless any such Person is an express party to such agreement.

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Section 11.18. Privileged Communication; Privilege. All communications involving attorney-client privilege, attorney work product or legal advice, in any form or format whatsoever, among Seller, Everen or any of their its Affiliates solely with respect to the evaluation, negotiation, documentation, execution, delivery, consummation and performance of this Agreement and the transactions contemplated hereby shall be deemed to be privileged communications between Seller, Everen or any of their its Affiliates, on the one hand, and counsel for Seller, Everen or any of their its Affiliates, including their respective internal and external counsel(s), on the other hand (the “Privileged Communications”). All files, attorney notes, drafts or other documents in the Seller’s or its Affiliates’ counsel’s possession (whether written, electronic or otherwise) that are Privileged Communications shall be the property of Seller and shall not be Business Books and Records and neither Seller, Everen nor any of their Affiliates shall have any obligation hereunder to provide any Privileged Communications to any Buyer, GATX or any of its Affiliates.

Section 11.19. GATX Guaranty.

(a) GATX hereby absolutely, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees (the “GATX Guaranty”) the due, punctual and full payment of all amounts due and payable by G Buyer to the Seller and Everen under or arising out of this Agreement or the Ancillary Agreements. The Seller and Everen shall be entitled to enforce any and all of G Buyer’s obligations under this Agreement and the Ancillary Agreements directly against GATX and the liability of GATX for such obligations shall be joint and several with the liability of G Buyer for such obligations hereunder or thereunder.

(b) This GATX Guaranty is a guarantee of payment, and not of collection, and GATX acknowledges and agrees that this GATX Guaranty is full and unconditional, and no release or extinguishment of G Buyer’s Liabilities (other than in accordance with the terms hereof), whether by decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of the GATX Guaranty. G Buyer hereby waives any right to require the Seller and Everen, as a condition of payment by G Buyer of any obligations of G Buyer hereunder, to proceed against G Buyer or pursue any other remedy whatsoever in the event that G Buyer fails to perform its obligations hereunder.

(c) The GATX Guaranty shall terminate effective upon consummation of the Closing in accordance with the terms herein, including payment of the Estimated G Buyer Purchase Price to Seller and/or Seller’s designee pursuant to the terms herein.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each Party has caused this Purchase Agreement to be duly executed on its behalf as of the day and year first above written.

[Signature Page to the Purchase Agreement]

[Signature Page to the Purchase Agreement]

[Signature Page to the Purchase Agreement]

[Signature Page to the Purchase Agreement]

[Signature Page to the Purchase Agreement]

EXHIBIT A

JV BUYER ACCOUNTING PRINCIPLES

[Omitted.]

*   *   *   *

A-1

Annex 1

JV Buyer Reference Statement

[Omitted.]

A-2

EXHIBIT B

G BUYER ACCOUNTING PRINCIPLES

[Omitted.]

*   *   *   *

B-1

Annex 1

G Buyer Reference Statement

[Omitted.]

B-2

EXHIBIT C

B BUYER ACCOUNTING PRINCIPLES

[Omitted.]

*   *   *   *

D-1

Annex 1

B Buyer Reference Statement

[Omitted.]

D-2

EXHIBIT D

[Omitted.]

D-3

EXHIBIT E

FORM OF INSTRUMENT OF ASSIGNMENT

[Omitted.]

E-1

EXHIBIT F

FORM OF TRANSITION SERVICES AGREEMENT

[Omitted.]

F-1

EXHIBIT G

PARTICIPATION AGREEMENT

[Omitted.]

G-1

EXHIBIT H

GOVERNANCE PLAN

[Omitted.]

J-1

Exhibit 10.2

EXECUTION VERSION

INVESTORS AGREEMENT

This INVESTORS AGREEMENT (together with the Exhibits hereto, as amended, restated, supplemented or otherwise modified from time to time in compliance with the terms hereof, this “Agreement”), dated as of May 29, 2025, is entered into by and among (i) GABX Leasing LLC, a Delaware limited liability company (“JV”), (ii) GABX Leasing Holding LLC, a Delaware limited liability company (“Blocker”), (iii) Michigan U.S. Holdings LP, a Delaware limited partnership (the “Brookfield Blocker Member”), (iv) Brookfield Infrastructure Fund V-A, L.P., a Delaware limited partnership (“BIF V-A”), (v) Brookfield Infrastructure Fund V-B, L.P., a Delaware limited partnership (“BIF V-B”), (vi) Brookfield Infrastructure Fund V-C, L.P., a Delaware limited partnership (“BIF V-C”), (vii) Brookfield Infrastructure Fund V (ER) SCSP L.P., a limited partnership organized under the laws of Luxembourg (“BIF ER”) (each of BIF V-A, BIF V-B, BIF V-C and BIF ER, a “Brookfield ECL Party”, together the “Brookfield ECL Parties” and together with Blocker and the Brookfield Blocker Member, the “Brookfield Parties”), and (viii) GATX Corporation, a New York corporation (“GATX”, and collectively with the Brookfield Parties, each, an “Investor” and together, the “Investors”).

RECITALS

1. WHEREAS, prior to the date hereof, the Brookfield Blocker Member formed Blocker and entered into that certain limited liability company agreement of Blocker, dated as of May 23, 2025 (the “Original Blocker LLC Agreement”).

2. WHEREAS, prior to the date hereof, each of Blocker and GATX jointly formed JV and entered into that certain limited liability company agreement of JV, dated as of May 23, 2025 (the “Original JV LLC Agreement”).

3. WHEREAS, concurrently with the execution and delivery of this Agreement, each of JV, GATX Rail Locomotive Group, L.L.C., a Delaware limited liability company (“G Buyer”), BFLX Leasing LP, a Delaware limited partnership (“B Buyer”), GATX (solely for the purposes specified in the Purchase Agreement (as defined below)), Wells Fargo Bank, N.A., a national banking association (“Seller”), and Everen Capital Corporation, a Delaware corporation (“Everen”), has executed a Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time in compliance with this Agreement, the “Purchase Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the Purchase Agreement, at the Closing (i) JV shall purchase, acquire, accept and assume from the Seller Group the JV Transferred Assets and the JV Assumed Liabilities (ii) G Buyer shall purchase, acquire and assume from the Seller Group the G Buyer Transferred Assets and the G Buyer Assumed Liabilities and (iii) B Buyer shall purchase, acquire and assume from the Seller Group the B Buyer Transferred Assets and the B Buyer Assumed Liabilities (collectively, the “Purchase Transaction”).

4. WHEREAS, concurrently with the execution and delivery of this Agreement, the Brookfield ECL Parties have executed a letter agreement in favor of JV pursuant to which the Brookfield ECL Parties have agreed to contribute, or cause to be contributed, to JV an equity investment in the form of cash immediately prior to the Closing (as hereinafter defined), on the terms and subject to the conditions set forth therein (such letter, as amended, restated, supplemented or otherwise modified from time to time in compliance with this Agreement, the “JV Equity Commitment Letter”).

5. WHEREAS, concurrently with the execution and delivery of this Agreement, the Brookfield ECL Parties have executed a limited guaranty in favor of Seller and Everen, pursuant to which the Brookfield ECL Parties have agreed to guarantee certain payment obligations of JV under the Purchase Agreement, on the terms and subject to the conditions set forth therein (as amended, restated, supplemented or otherwise modified from time to time in compliance with this Agreement, a “Limited Guaranty”).

6. WHEREAS, the Investors and JV wish to agree to certain terms and conditions that will govern the actions of such parties, as applicable, and the relationship among the Investors and JV with respect to the Purchase Agreement, the JV Equity Commitment Letter, the Limited Guaranty and the Definitive Documents (as hereinafter defined), and the transactions contemplated by each of the foregoing (collectively, the “Transactions”).

Therefore, the parties hereto hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS; CONSTRUCTION.

1.1. Effectiveness. This Agreement shall become effective upon the execution hereof and shall automatically terminate (except with respect to Sections 1.1 (Effectiveness), 1.2 (Definitions), 1.3 (Construction), 2.3 (Equity Commitments), 2.5 (Estimated Closing Statement), 2.6 (Regulatory Matters), 2.8 (Company Payments), 2.9 (JV Buyer Post-Closing Adjustment), 2.10 (Wrong Pockets), 2.11 (Post-Closing Access), 2.12 (Termination Fee Matters), 2.13 (Contribution With Respect to the Limited Guaranty), 2.14 (Transaction Expenses), 2.15 (Own Costs), 2.17 (Indemnification) and 3 (Miscellaneous)) upon the earlier of (i) the consummation of the Purchase Transaction contemplated by the Purchase Agreement (the “Closing”) and (ii) the valid termination of the Purchase Agreement in accordance with its terms; provided, that any liability of any party hereto for failure to comply with the terms of this Agreement prior to such termination shall survive such termination.

1.2. Definitions. Certain capitalized terms used in this Agreement are specifically defined herein. Capitalized terms used herein but not defined shall have the meanings given to them in the Purchase Agreement.

1.3. Construction. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. In the event an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the Investors and JV, and no presumption or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any Investor and JV by virtue of the authorship of any of the provisions of this Agreement.

2. AGREEMENTS AMONG THE INVESTORS AND JV.

2.1. Certain Actions Under the Purchase Agreement.

2.1.1. Unless otherwise unanimously agreed by the Brookfield ECL Parties and GATX, JV shall (and the Investors shall cause JV to), and GATX shall cause G Buyer to, and the Brookfield ECL Parties shall cause B Buyer to, subject to the terms and conditions of this Agreement and the Purchase Agreement, (i) comply with its respective obligations under the Purchase Agreement, (ii) use reasonable best efforts to cause all of the conditions to closing specified in Sections 7.1 and 7.2 of the Purchase Agreement (the “Closing Conditions”) to be met, and (iii) consummate the transactions contemplated by the Purchase Agreement in accordance with its terms if the applicable Closing Conditions have been satisfied or waived.

2.1.2.

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Unless otherwise unanimously agreed by the Brookfield ECL Parties and GATX, JV shall not (and the Investors shall cause JV not to), and GATX shall cause G Buyer not to, and the Brookfield ECL Parties shall cause B Buyer not to, (i) determine whether any of the Closing Conditions have been satisfied; provided, however, that in the event of a disagreement between the Investors as to whether any Closing Condition has been satisfied, JV shall (and the Investors shall cause JV to), and GATX shall cause G Buyer to, and the Brookfield ECL Parties shall cause B Buyer to, as applicable, take the position with respect to Seller that such Closing Condition is not satisfied unless and until the Brookfield ECL Parties and GATX thereafter unanimously agree that such Closing Condition has been satisfied, (ii) waive compliance with any of the covenants, agreements or Closing Conditions contained in the Purchase Agreement or consent to any action of Seller, Everen or the Other Seller Group Entities pursuant to the Purchase Agreement,(iii) amend, supplement, otherwise modify or terminate the Purchase Agreement; provided, that, if JV becomes entitled to terminate the Purchase Agreement after the Outside Date pursuant to Section 8.1(d) of the Purchase Agreement, then JV shall (and the Investors shall cause JV to) terminate the Purchase Agreement unless (x) the commitment letter for the JV Debt Financing is extended such that it would not expire during the period after the Outside Date and prior to the termination of the Purchase Agreement or (y) Brookfield ECL Parties and GATX otherwise agree in writing, (iv) agree with Seller, Everen or any of the Other Seller Group Entities to any modification of the timing of the Closing set forth in Section 2.9 of the Purchase Agreement, or (v) initiate, direct, settle, pursue or defend any suit, claim or proceeding (x) involving Seller, Everen, the Other Seller Group Entities, any of the Transferred Assets or any of the Assumed Liabilities or (y) arising in connection with, or otherwise related to, the Transactions.

2.1.3. Each of the Investors shall use reasonable efforts to keep the other Investors informed regarding all substantive discussions and negotiations engaged in by such Investor (i) with any member of the Seller Group or any of its Representatives with respect to any of the Purchase Agreement, the JV Equity Commitment Letter, the Limited Guaranty, this Agreement and/or any of the transactions contemplated thereby and/or (ii) with the lenders or their respective Representatives with respect to the JV Debt Financing. The parties hereto agree that failure of any party hereto to comply with the terms of this Section 2.1.3 shall not relieve any Investor of its obligations hereunder.

2.2. Equityholder Arrangements. At the Closing, the Brookfield Parties, GATX and JV, as applicable, shall deliver, or cause to be delivered to such other applicable party, a duly executed counterpart signature page to (i) the amended and restated Original JV LLC Agreement (as amended and restated, the “A&R JV LLC Agreement”) substantially in the form of A&R JV LLC Agreement set forth on Exhibit A hereto, (ii) the amended and restated Original Blocker LLC Agreement (as amended and restated, the “A&R Blocker LLC Agreement”) substantially in the form of A&R Blocker LLC Agreement set forth on Exhibit B hereto, (iii) the Management Services Agreement (the “Management Services Agreement”), substantially in the form of Management Services Agreement attached hereto as Exhibit C, (iv) the Finance Lease Management Services Agreement (the “Finance Lease Management Services Agreement”), substantially in the form of the Finance Lease Management Services Agreement attached hereto as Exhibit D, but finalized and updated as required and agreed between the parties in accordance with Section 2.20.4 of Schedule 2.20, (v) the Call Option Agreement (the “Call Option Agreement”), substantially in the form of Call Option Agreement attached hereto as Exhibit E, and (vi) any other agreements or documents (organizational or otherwise) reasonably necessary or advisable in connection with the transactions contemplated by this Agreement (collectively, including the Original Blocker LLC Agreement and the Original JV LLC Agreement, the “Definitive Documents”).

2.3. Equity Commitments.

2.3.1. The Brookfield ECL Parties hereby affirm and agree that they are bound by the provisions set forth in the JV Equity Commitment Letter and that JV, at the joint direction of the Brookfield ECL Parties and GATX, shall be entitled to enforce the provisions of the JV Equity Commitment Letter in accordance with this Agreement and the terms of the JV Equity Commitment Letter, but only if the Brookfield ECL Parties and GATX unanimously determine that the conditions to funding (the “JV Equity Funding Conditions”) under the JV Equity Commitment Letter (other than any condition related to a failure of the Brookfield ECL Parties to fund their equity commitment set forth in the JV Equity Commitment Letter delivered when required in accordance with the terms thereof) are satisfied or have been unanimously waived by the Brookfield ECL Parties and GATX (it being understood that the determination of the satisfaction or waiver of the Closing Conditions are subject to Section 2.1); provided, however, that in the event of a disagreement between the Brookfield ECL Parties and GATX as to whether any JV Equity Funding Condition has been satisfied, each of the Brookfield ECL Parties and GATX shall take the position that such JV Equity Funding Condition is not satisfied unless and until the Brookfield ECL Parties and GATX thereafter unanimously agree that such JV Equity Funding Condition has been satisfied.

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None of the Investors or JV shall attempt to enforce, or cause JV to enforce, the JV Equity Commitment Letter until the conditions set forth in this Section 2.3.1 have been satisfied. Subject to this Section 2.3.1, JV shall have no right to enforce the JV Equity Commitment Letter unless directed to do so by the Brookfield ECL Parties and GATX acting unanimously.

2.3.2. Promptly upon receipt of the Estimated Closing Statement, the Brookfield ECL Parties shall calculate the aggregate total cash amount required to satisfy (i) the Estimated JV Buyer Purchase Price, (ii) Transaction Expenses (as hereinafter defined) through Closing and a reasonable period thereafter and (iii) amounts required to prefund asset purchases pursuant to JV Transferred Contracts (such aggregate total cash amount, the “JV Cash Requirement”). It is understood and agreed that (a) the JV Debt Financing (as hereinafter defined) shall fund 70% of the JV Cash Requirement and (b) the Investors shall fund the remaining 30% of the JV Cash Requirements (such remaining 30% of the JV Cash Requirement being referred to herein as the “JV Equity Requirement”) in accordance with Section 2.3.3.

2.3.3. Notwithstanding the Brookfield ECL Parties’ obligations under the JV Equity Commitment Letter, (i) the Brookfield ECL Parties shall fund, or shall cause to be funded, to Blocker, and thereafter cause the Blocker to fund to JV no later than two (2) Business Days prior to the Closing an aggregate cash amount equal to seventy percent (70%) of the JV Equity Requirement and (ii) GATX shall fund to JV no later than two (2) Business Days prior to the Closing an aggregate cash amount equal to thirty percent (30%) of the JV Equity Requirement. Furthermore, GATX hereby affirms and agrees to cause G Buyer to deliver the Estimated G Buyer Purchase Price at the Closing in accordance with the Purchase Agreement and Brookfield ECL Parties shall cause B Buyer to deliver the Estimated B Buyer Purchase Price at the Closing in accordance with the Purchase Agreement.

2.3.4. Notwithstanding anything to the contrary in this Section 2.3, if the Brookfield ECL Parties and GATX determine after the Closing that JV does not require all of the JV Equity Requirement, the Investors shall cause JV to return any such excess to the Investors according to their percentage ownership interest in JV (taking into account the respective contributions made pursuant to Section 2.3.3).

2.3.5. In connection with the JV Equity Requirement funded pursuant to Section 2.3.1 (and any other capital contributions contemplated by this Agreement), JV shall issue to the Blocker and GATX Membership Interests (as defined in the Original JV LLC Agreement) of JV at the same price per unit and otherwise in accordance with each such Investor’s (or its Affiliates’) pro rata portion of the JV Equity Requirement funded at the Closing, and no other equity securities of JV or its Subsidiaries shall be issued to the Investors in respect of the JV Equity Requirement.

2.3.6. Prior to the Closing, without the written consent of each of the Brookfield ECL Parties and GATX, the Brookfield ECL Parties shall not transfer or assign or cause to be transferred or assigned, directly or indirectly, any of its obligations or rights under the JV Equity Commitment Letter other than as expressly permitted pursuant to the JV Equity Commitment Letter.

2.4. Debt Financing.

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Subject to Section 2.1.3, the Brookfield ECL Parties and GATX shall have joint control and discretion to cause JV and/or any other direct or indirect subsidiary of JV (the “JV Group”) to take any action or refrain from taking any action with respect to any incurrence of indebtedness or issuance of debt securities by any member of the JV Group in pursuit of or in connection with the Purchase Transaction (including any hedging arrangements, any commitments and/or engagements in respect of any indebtedness, and any fee, expense reimbursement and/or indemnity arrangements in respect thereof) (any of the foregoing and collectively, the “JV Debt Financing”), including negotiating, and/or causing any member of the JV Group to enter into, definitive agreements relating to the JV Debt Financing; provided, notwithstanding anything herein or in any other document to which one or more Investors may be a party to the contrary, any JV Debt Financing shall be non-recourse to the Investors other than with respect to the guarantee of such JV Debt Financing provided by GATX (or its Affiliate). No member of the JV Group shall be authorized to enter into any agreements evidencing (or committing to) any JV Debt Financing without the prior written approval of each of the Brookfield ECL Parties and GATX.

2.5. Estimated Closing Statement.

2.5.1. The Investors shall cooperate to review the Estimated Closing Statement as soon as practicable after receipt of the Estimated Closing Statement, and in no event more than three (3) Business Days prior to the Closing, to assess if:

(i) (a) any assets included on the Reference Operating Rail and Locomotive Equipment Tape moved to the updated Finance Equipment Tape and (b) any assets included on the Reference Finance Equipment Tape moved to the updated Operating Rail and Locomotive Equipment Tape (collectively, “Moved Assets”); and

(ii) any other railcars that are owned, or will be owned, by any member of the Seller Group as of the Closing were not included on the Operating Rail and Locomotive Equipment Tape.

2.5.2. The Investors shall cause the Buyers to deliver the joint written notice to Seller contemplated by Section 2.13(b) of the Purchase Agreement if (a) Moved Assets are identified (in which case such notice shall instruct Seller to move such Moved Assets back to the Finance Equipment Tape or the Operating Rail and Locomotive Data Tape, as applicable) or (b) GATX and Brookfield unanimously agree to provide such notice (in which case such notice shall instruct Seller as shall be unanimously agreed).

2.6. Regulatory Matters.

2.6.1. Strategy. The Investors shall work in good faith to jointly develop and execute a strategy with respect to the Requisite Regulatory Approvals.

2.6.2. Certain Regulatory Agreements. JV and the Investors agree to the regulatory matters set forth on Schedule 2.6.2.

2.7. No Transfers by a Brookfield Party or GATX. Prior to the Closing, neither any Brookfield Party nor GATX shall, directly or indirectly, transfer or cause to be transferred (x) any equity interests it directly or indirectly holds in JV or Blocker unless the transferee is (i) Brookfield Infrastructure Group LLC or any of its Affiliates or (ii) an Affiliate of GATX, or (y) except as provided in Section 2.19, any of its obligations or rights under this Agreement, the Purchase Agreement, the JV Equity Commitment Letter, or the Limited Guaranty.

2.8. Damages. In the event the JV (or any of its Affiliates) receives any damages award or settlement payment, reimbursement of expenses, indemnification for damages or other similar payments from Seller or Everen or any of its Affiliates pursuant to the Purchase Agreement or in connection with or related to the Purchase Transaction (collectively, “Damages Payments”), JV (or any of its Affiliates, as applicable) shall (x) first, make adequate provisions for the Transaction Expenses if any such Transaction Expenses remain outstanding and (y) second, pay or cause to be paid all remaining amounts of the Damages Payments after giving effect to clause (x), if any, fifty percent (50%) to the Brookfield ECL Parties, on the one hand, and fifty percent (50%) to GATX, on the other hand.

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2.9. JV Post-Closing Adjustment. To the extent JV has to make a payment to Seller pursuant to the Purchase Agreement, (a) (i) the Brookfield ECL Parties shall promptly fund to Blocker, and thereafter cause the Blocker to fund to JV no later than two (2) Business Days after the Final Closing Statement is final and binding pursuant to the Purchase Agreement, an aggregate cash amount equal to seventy percent (70%) of such payment amount and (ii) GATX shall promptly fund to JV, an aggregate cash amount equal to thirty percent (30%) of such payment amount and (b) the Investors shall thereafter cause JV to effectuate such payment to Seller. To the extent JV receives a payment from Seller pursuant to the Purchase Agreement, the Investors shall cause JV to distribute such payment to the Investors pro rata in accordance with their percentage ownership interest in JV.

2.10. Wrong-Pockets. If, at any time during the six (6)-month period following the Closing:

2.10.1. GATX or any of its Affiliates (including G Buyer) receives or otherwise possesses (or is responsible for) any funds or other assets or any liabilities, in each case, that are a JV Transferred Asset, B Buyer Transferred Asset, JV Assumed Liability or B Buyer Assumed Liability, or that are otherwise properly due and owing to JV or B Buyer (or its respective successors or assigns) in accordance with the terms of the Purchase Agreement, GATX shall (and shall cause its Affiliates, including G Buyer, as applicable to), promptly notify and assign, transfer or convey, or cause to be assigned, transferred or conveyed, such JV Transferred Asset, JV Assumed Liability, B Buyer Transferred Asset or B Buyer Assumed Liability to JV or B Buyer, as applicable, and promptly remit, or cause to be remitted, any funds to JV or B Buyer (or its successors or assigns), as applicable;

2.10.2. the Brookfield Parties or any of their respective Affiliates (including B Buyer) receives or otherwise possesses (or is responsible for) any funds or other assets or any liabilities, in each case, that are a JV Transferred Asset, G Buyer Transferred Asset, JV Assumed Liability or G Buyer Assumed Liability, or that are otherwise properly due and owing to JV or G Buyer (or its respective successors or assigns) in accordance with the terms of the Purchase Agreement, the Brookfield Parties shall (and shall cause any of their respective Affiliates, including B Buyer, as applicable to), promptly notify and assign, transfer or convey, or cause to be assigned, transferred or conveyed, such JV Transferred Asset, JV Assumed Liability, G Buyer Transferred Asset or G Buyer Assumed Liability to JV or G Buyer, as applicable (or any of its respective Affiliates) and promptly remit, or cause to be remitted, any funds to JV or G Buyer, as applicable; and

2.10.3. JV (or any subsidiary of JV) receives or otherwise possesses (or is responsible for) any funds or other assets or any liabilities, in each case, that are a G Buyer Transferred Asset, B Buyer Transferred Asset, G Buyer Assumed Liability or B Buyer Assumed Liability, or that are otherwise properly due and owing to G Buyer or B Buyer (or any of their respective successors or assigns) in accordance with the terms of the Purchase Agreement, JV shall (and the Investors shall cause JV to), as applicable, promptly notify and assign, transfer or convey, or cause to be assigned, transferred or conveyed, such G Buyer Transferred Asset, G Buyer Assumed Liability, B Buyer Transferred Asset or B Buyer Assumed Liability to G Buyer or B Buyer, as applicable (or any of its respective Affiliates) and promptly remit, or cause to be remitted, any funds to G Buyer or B Buyer (or any of their respective successors or assigns), as applicable.

2.11. Post-Closing Access.

2.11.1. After the Closing, until the six (6) month anniversary of the Closing Date, if GATX or any of its Affiliates discover that any B Buyer Books and Records or JV Books and Records have been delivered to G Buyer, GATX shall (and shall cause G Buyer to) (x) promptly notify JV or the Brookfield Parties, as applicable and (y) promptly deliver to JV or B Buyer, as applicable, such JV Books and Records or B Buyer Books and Records, as applicable.

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2.11.2. After the Closing, until the six (6) month anniversary of the Closing Date, if any Brookfield Party or any of its Affiliate discover that any G Buyer Books and Records or JV Books and Records have been delivered to B Buyer, the Brookfield Parties shall (and shall cause B Buyer to) (x) promptly notify JV or GATX, as applicable and (y) promptly deliver to JV or G Buyer, as applicable, such JV Books and Records or G Buyer Books and Records, as applicable.

2.11.3. After the Closing, until the six (6) month anniversary of the Closing Date, if JV or any of its Affiliates discovers that any B Buyer Books and Records or G Buyer Books and Records have been delivered to JV, JV shall (and the Investors shall cause JV to) (x) promptly notify GATX or the Brookfield Parties, as applicable and (y) promptly deliver to G Buyer or B Buyer, as applicable, such G Buyer Books and Records or B Buyer Books and Records, as applicable.

2.12. Termination Fee Matters.

2.12.1. In the event that all or any portion of any termination fees, damages awards, settlement payments, expense reimbursement or other payments, including the Termination Fee are required to be paid by JV and/or the Brookfield ECL Parties (including as a result of any obligation by JV or the Brookfield ECL Parties to pay any such amounts under the Purchase Agreement, the Limited Guaranty or any settlement agreement) to Seller or Everen (or their designee(s)) at or following the termination of the Purchase Agreement (x) by Seller pursuant to Section 8.1(c) of the Purchase Agreement, (y) by Seller pursuant to Section 8.1(f) of the Purchase Agreement on account of the failure of obtain the financing contemplated by the JV Debt Commitment Letter or (z) by JV pursuant to Section 8.1(d) of the Purchase Agreement at a time when the Purchase Agreement was terminable by Seller pursuant to Section 8.1(c) or Section 8.1(f) of the Purchase Agreement on account of the failure of obtain the financing contemplated by the JV Debt Commitment Letter (such fees and payments, collectively, the “JV Termination Payments”), then the JV Termination Payments shall be paid by JV and/or the Brookfield ECL Parties to Seller or Everen (or their designee(s)) when due. GATX hereby affirms and agrees that it shall pay, or cause to be paid, to JV and/or the Brookfield ECL Parties, as applicable, cash in an amount equal to fifty percent (50%) of the aggregate amount of such JV Termination Payments as much in advance of when such JV Termination Payments are due as is reasonably practicable.

2.12.2. If (a) the actions taken (or failed to be taken) by the JV Lenders were, individually or in the aggregate, the primary reason for the JV Termination Payments becoming payable, (b) the Investors unanimously agree to cause JV to seek remedy against the JV Lenders and (c) JV prevails against the JV Lender and recovers any amounts therefrom, then the Investors shall cause JV to distribute any amounts received by JV from such JV Lender to the Investors in equal parts; provided that any amounts recovered in connection with the B Buyer Debt Financing shall be distributed to the Brookfield ECL Parties or their designee.

2.12.3. In the event that all or any portion of any termination fees, any damages awards or settlement payments, any expense reimbursement or other payments, including the Termination Fee and any related costs associated with obtaining such Termination Fee, are required to be paid by JV and/or the Brookfield ECL Parties (including as a result of any obligation by JV or the Brookfield ECL Parties to pay any such amounts under the Purchase Agreement, the Limited Guaranty or any settlement agreement) to Seller or Everen (or their designee(s)) at or following the termination of the Purchase Agreement (x) by Seller pursuant to Section 8.1(f) of the Purchase Agreement on account of the failure of obtaining the financing contemplated by the B Buyer Debt Commitment Letter or (y) by JV pursuant to Section 8.1(d) of the Purchase Agreement at a time when the Purchase Agreement was terminable by Seller pursuant to Section 8.1(c) or Section 8.1(f) of the Purchase Agreement on account of the failure of obtaining the financing contemplated by the B Buyer Debt Commitment Letter (such fees and payments, collectively, the “B Buyer Termination Payments”), then, the B Buyer Termination Payments shall be paid by the Brookfield ECL Parties to Seller or Everen (or their designee(s)) when due.

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2.13. Contribution With Respect to the Limited Guaranty. The Brookfield ECL Parties shall not take any action to terminate or amend the Limited Guaranty without the prior written consent of GATX. Each of the Investors shall cooperate in defending any claim with respect to which the Brookfield ECL Parties are, or are alleged to be, liable to make payments under the Limited Guaranty; provided, that the obligation to cooperate shall not require any Investor to commence or be a party to any legal action. Subject to Section 2.17, GATX agrees to contribute without duplication to the amount paid or payable by the Brookfield ECL Parties in respect of the Limited Guaranty so that GATX will have paid to the Brookfield ECL Parties an amount equal to fifty percent (50%) of the aggregate amount paid under the Limited Guaranty.

2.14. Transaction Expenses. Set forth on Exhibit F hereto is a list of types of transaction expenses to be borne by JV ( together with such other transaction expenses each of GATX and Brookfield ECL Party agree to be borne by JV, the “Transaction Expenses”). In the event the Purchase Agreement is terminated prior to the Closing, each Investor shall bear 50% of the Transaction Expenses and shall make all such payments required directly to any owed party within ten (10) Business Days of such termination.

2.15. Own Costs. Each of the Brookfield Parties, on the one hand, and GATX, on the other hand, shall be responsible for and will bear any fees, costs and expenses incurred relating to or in connection with the transactions contemplated by this Agreement, the Purchase Agreement, the Definitive Documents, and all other agreements, documents and letters in connection with the JV Debt Financing, the JV Equity Commitment Letter and the Limited Guaranty (the “Transaction Documents”) other than those that are included in Transaction Expenses.

2.16. Representations; Warranties; Covenants. The Brookfield Parties, jointly as to themselves only, and GATX as to itself only, hereby represent and warrant to the other Investors on the date hereof and at the Closing Date that (a) each of such Investor is validly existing and in good standing under the laws of the jurisdiction of its formation and has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, (b) this Agreement and the other Transaction Documents to which such Investor is a party have been duly and validly executed and delivered by such Investor and, assuming due authorization, execution and delivery by the other Investors thereto, constitute legal, valid and binding obligations of such Investor, enforceable against such Investor in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), and (c) except for the requirements of state securities laws, and antitrust, merger control, competition or trade regulation Laws, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Investor for the execution and delivery of this Agreement or any Transaction Document to which such Investor is a party and the consummation by such Investor of the transactions contemplated hereby and thereby (other than as may be a condition to closing the transactions set forth in the Purchase Agreement) and (ii) neither the execution and delivery of this Agreement or such Transaction Documents by such Investor nor the consummation by such Investor of the transactions contemplated hereby or thereby nor compliance by such Investor with any of the provisions hereof or thereof shall (1) conflict with or violate any provision of its organizational documents, (2) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of such Investor pursuant to any Contract to which such Investor is a party or by which such Investor or any property or asset of such Investor is bound or affected, or (3) violate any Law or Order applicable to such Investor or any of its properties or assets.

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2.17. Indemnification. Notwithstanding anything herein to the contrary, each Investor shall indemnify and hold harmless JV, each other Investor and their respective Affiliates and any direct or indirect equityholder, director, officer, employee, Affiliate, member, manager, general or limited partner, agent, attorney or other representative of the foregoing (each, an “Indemnified Party”) from and against any and all out-of-pocket losses, liabilities, damages, fees, costs, expenses, penalties, fines and Taxes incurred or suffered by an Indemnified Party arising out of, attributable to, or incurred or suffered due to, any Investor’s breach or default of any of the terms and/or conditions of this Agreement (whether as a result of (x) the Closing not occurring when it otherwise would occur pursuant to the Purchase Agreement, (y) the termination of the Purchase Agreement, or (z) any other reason), including (A) any Termination Fee and any payments made pursuant to a Limited Guaranty (but without duplication of the amounts to be paid in accordance with Section 2.7), (B) any Transaction Expenses, (C) any financing costs or other fees, costs or expenses incurred in order to consummate or attempt to consummate the Transactions, and (D) any fees, costs or expenses incurred in connection with enforcing the Indemnified Party’s rights under this Agreement; provided, that in no event will such losses include (i) lost profits or punitive damages except to the extent recovered by JV, its Affiliates or any third party unaffiliated with any Investor, and (ii) any JV Termination Payments if and to the extent actually paid by or on behalf of the Investor required to bear such amounts pursuant to and in accordance with the terms of this Agreement.

2.18. Transfer Taxes. The parties hereto agree that the Investors shall, and shall cause their respective Affiliates (including, as applicable, JV CanCo, G Buyer CanSub and B Buyer CanSub) to, cooperate with each other in good faith to enable (a) JV, (b) G Buyer and (c) B Buyer to properly and timely comply with its respective obligations under Section 2.17, Section 6.19(e) and Section 9.4 of the Purchase Agreement; provided, that, GATX and its Affiliates shall be responsible for ensuring that each of G Buyer, G Buyer CanSub, JV and JV CanCo timely and properly obtain all applicable sales and use Tax exemption certificates or any other documentation and complete any other steps that are necessary to minimize or eliminate any Transfer Taxes relating to the G Buyer Asset Sale and the JV Asset Sale (including timely and properly completing the Canadian Transfer Tax registrations for each of G Buyer, G Buyer CanSub, JV and JV CanCo, as applicable).

2.19. Acquisition of Canadian Transferred Assets.

2.19.1. Prior to the Closing, JV shall (and the Investors shall cause JV to) (i) form a new Canadian corporation as a direct, wholly owned subsidiary of JV (“JV CanCo”) and (ii) assign its rights and obligations with respect to any JV Transferred Assets that are Canadian Transferred Assets (including, without limitation, the right to purchase such Canadian Transferred Assets) to JV CanCo in accordance with Section 11.3 of the Purchase Agreement.

2.19.2. Prior to the Closing, GATX and its Affiliates shall cause G Buyer to assign its rights and obligations with respect to any G Buyer Transferred Assets that are Canadian Transferred Assets (including, without limitation, the right to purchase such Canadian Transferred Assets) to an existing GATX wholly owned, either directly or indirectly, corporate Affiliate registered to do business in Canada (“G Buyer CanSub”) in accordance with Section 11.3 of the Purchase Agreement.

2.19.3. Prior to the Closing, Brookfield ECL Parties shall cause B Buyer to (i) form a new Canadian corporation as a direct, wholly owned subsidiary of B Buyer (“B Buyer CanSub”) and (ii) assign its rights and obligations with respect to any B Buyer Transferred Assets that are Canadian Transferred Assets (including, without limitation, the right to purchase such Canadian Transferred Assets) to B Buyer CanSub in accordance with Section 11.3 of the Purchase Agreement.

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2.20. Additional Matters. JV and the Investors agree to the matters set forth on Schedule 2.20.

3. MISCELLANEOUS.

3.1. Notices. Any notices or correspondence received by JV or any Investor under, in connection with, or related to this Agreement, the Purchase Agreement or any JV Debt Financing (or any of the transactions contemplated by any of the foregoing) shall be promptly provided to each other Investor at the address set forth below, or any other address designated by such Investor in writing to the other Investors.

Brookfield Infrastructure Group

Brookfield Place

181 Bay Street Suite 300

Toronto, Ontario M5J 2T3

Attention: Keir Hunt

Email:   [***]

with a copy (which shall not constitute notice to the Brookfield Parties) to:

Skadden, Arps, Slate, Meagher & Flom LLP

1000 Louisiana Street, Suite 6800

Houston, Texas 77002

Attention: Eric C. Otness; Ralph E. Perez

Email:   [***]

GATX Corporation

233 South Wacker Drive

Chicago, Illinois 60606

Attention: GATX Contract Administration

Email:     [***]

with a copy (which shall not constitute notice to the GATX Parties) to:

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

Attention: William R. Kucera

Email:   [***]

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3.2. Amendment; Waiver. Any provision hereof may be amended, supplemented, restated, modified or waived only in signed writing, in the case of any (a) amendment, supplement, modification or restatement, by the parties hereto, or (b) waiver, by the party against whom the waiver is to be effective. No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

3.3. Severability. The provisions hereof shall be deemed severable and the illegality, invalidity or unenforceability of any provision hereof shall not affect the legality, validity or enforceability of the other provisions hereof. If any provision hereof, or the application thereof to any Person or circumstance, is found by any Governmental Entity of competent jurisdiction to be illegal, invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be legal, valid and enforceable, the intent and purpose of such illegal, invalid or unenforceable provision and (b) the remainder hereof, and the application of such provision to other Persons or circumstances, shall not be affected by such illegality, invalidity or unenforceability, nor shall such illegality, invalidity or unenforceability affect the illegality, validity or enforceability, of such provision, or the application thereof, in any other jurisdiction.

3.4. Remedies. Except as otherwise provided herein, this Agreement will be enforceable against the parties hereto by all available remedies at Law or in equity (including, without limitation, specific performance).

3.5. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that an Investor may be a partnership, limited liability company or private limited company, each of JV and each Investor, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Person other than JV and the Investors shall have any obligations hereunder and no recourse under this Agreement or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against any former, current or future direct or indirect equityholders, controlling persons, stockholders, directors, officers, employees, Affiliates, members, managers, general or limited partners, agents, attorneys or other representatives of any party hereto, or any of their successors or assigns, or any former, current or future direct or indirect equityholders, controlling persons, stockholders, directors, officers, employees, Affiliates, members, managers, general or limited partners, agents, attorneys or other representatives or successors or assignees of any of the foregoing (other than JV and the Investors, each, a “JV Related Party” and collectively, the “JV Related Parties”), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by, any JV Related Party for any obligations of the Investors or any of their successors or permitted assigns under this Agreement or any documents or instrument delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith or for any claim (whether at law or equity, in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. JV and each Investor further agrees that neither it nor any of its Affiliates shall have any right of recovery against any JV Related Party, whether by piercing the corporate veil or by a claim against any Affiliate of such JV Related Party.

3.6. No Third Party Beneficiaries. This Agreement shall be binding on each party hereto solely for the benefit of each other party hereto and nothing set forth in this Agreement, express or implied, shall be construed to confer, directly or indirectly, upon or give to any Person other than the parties hereto any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the parties hereto to enforce, any provisions of this Agreement; provided, however, (i) that the Indemnified Parties are express intended third party beneficiaries of Section 2.17, and (ii) the Parent Related Parties are express intended third party beneficiaries of Section 3.5.

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3.7. Governing Law. Subject to Section 3.8, this Agreement, and all claims or causes of action that are based on, arise out of or relate to this Agreement, will be governed by and construed in accordance with, the laws of the state of Delaware, without regard to its conflicts of laws rules.

3.8. Arbitration.

3.8.1. With the exception only of any proceeding seeking interim or provisional relief in order to protect the rights or property of a party hereto which a party hereto may elect to pursue in court, all claims or disputes arising out of or relating to this Agreement, not amicably resolved between the Parties shall be finally settled by binding arbitration upon demand by a party hereto. Such arbitration shall be administered by the International Chamber of Commerce (the “ICC”) utilizing the Rules of Arbitration of the ICC in effect as of the date the arbitration is commenced. The arbitration shall be conducted before a single arbitrator, if the Parties can agree on the one arbitrator. If the Parties cannot agree on a single arbitrator, there shall be a panel of three arbitrators with (x) one chosen by each of the Owner and the Manager and (y) the third arbitrator selected by the two arbitrators appointed pursuant to the immediately foregoing clause (x). If a party hereto fails to appoint an arbitrator within thirty (30) days following a written request by another party hereto to do so or if the two party-appointed arbitrators fail to agree upon the selection of a third arbitrator, as applicable, within thirty (30) days following their appointment, the additional arbitrator shall be selected by the ICC pursuant to its applicable procedures. Each arbitrator shall be disinterested and have at least twenty (20) years of experience with commercial matters. The arbitrator(s) shall have the power to award any appropriate remedy consistent with the objectives of the arbitration and subject to, and consistent with, all laws applicable to the Parties (including, for the avoidance of doubt, the necessity of obtaining any requisite authorization, approval or consent of any governmental authority necessary to implement the appropriate remedy). The decision of the one arbitrator or, if applicable, the majority of the three arbitrators, which shall be in writing and state the reasons upon which the award rests, shall be final and binding upon the Parties (subject only to limited review as required by applicable law). Judgment upon the award of the arbitrator(s) may be entered in any court of competent jurisdiction or otherwise enforced in any jurisdiction in any manner provided by applicable law. The losing party hereto shall pay the prevailing party hereto’s attorney’s fees and costs and the costs associated with the arbitration, including expert fees and costs and the arbitrators’ fees and costs; provided, however, that each party hereto shall bear its own fees and costs until the arbitrator(s) determine which, if any, party hereto is the prevailing party hereto and the amount that is due to such prevailing party hereto. The arbitration proceedings shall take place in Chicago, Illinois and, for the avoidance of doubt, the arbitration proceedings shall be conducted in the English language.

3.8.2. All discussions, negotiations and proceedings under this Section 3.8, and all evidence given or discovered pursuant hereto, will be maintained in strict confidence by all Parties, except where disclosure is required by applicable law, necessary to comply with any legal requirements of such party hereto or necessary or advisable in order for a party hereto to assert any legal rights or remedies, including the filing of a complaint with a court or, based on the advice of counsel, such disclosure is determined to be necessary or advisable under applicable securities laws or the rules of any stock exchange on which any of such party hereto’s securities are traded. Disclosure of the existence of any arbitration or of any award rendered therein may be made as part of any action in court for interim or provisional relief or to confirm or enforce such award.

3.8.3. Any settlement discussions occurring and negotiating positions taken by any party hereto in connection with the procedures under this Section 3.8 will be subject to Rule 408 of the Federal Rules of Civil Procedure and any equivalent State rule and shall not be admissible as evidence in any proceeding relating to the subject matter of this Agreement.

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3.9. Other Agreements; Assignment. This Agreement, together with the agreements referenced herein, constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements, arrangements or understandings (written, electronic, oral or otherwise), among the parties hereto with respect to the subject matter hereof and thereof, except for the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms and the applicable terms herein. If there is any conflict between this Agreement and the Joint Bidding Agreement, dated as of July 11, 2024, by and between Brookfield Infrastructure Group LLC and GATX, this Agreement shall prevail. This Agreement shall be binding upon each of the parties hereto and each of their permitted successors and assigns. Other than as expressly provided herein, this Agreement shall not be assigned without the prior written consent of the parties hereto. Any assignment in derogation of the foregoing shall be null and void.

3.10. No Representations or Duty. Each Investor specifically understands and agrees that none of JV or any Investor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and each Investor explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Investor specifically acknowledges, represents and warrants, severally (and not jointly or joint and severally) that it is not relying on JV or any other Investor (a) for its due diligence concerning, or evaluation of, the Business, (b) for its decision with respect to making any investment contemplated hereby or (c) with respect to Tax and other economic considerations involved in such investment. In making any determination contemplated by this Agreement, each Investor may make such determination in its sole and absolute discretion, taking into account only such Investor’s own views, self-interest, objectives and concerns. No Investor shall have any fiduciary or other duty to any other Investor or to JV, except as expressly set forth in this Agreement.

3.11. No Partnership or Agency. Nothing in the Agreement shall constitute a partnership between the parties hereto or any of them or constitute any such person as agent of any other for any purpose whatever and none shall have authority or power to bind the others or to contract in the name of or create liability against the others in any way or for any purpose save as expressly authorized in writing from time to time.

3.12. Counterparts. This Agreement may be executed in multiple counterparts (including by electronic means such as DocuSign, “.pdf” or “.jpg” files), each of which shall be deemed to constitute an original, but all of which together shall be deemed to constitute one and the same instrument, it being understood that all Parties need not sign the same counterpart.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

[Investors Agreement Signature Page]

[Investors Agreement Signature Page]

[Investors Agreement Signature Page]

[Investors Agreement Signature Page]

EXHIBIT A

FORM OF A&R JV LLC AGREEMENT

[See Exhibit 10.3 to this Form 8-K.]

EXHIBIT B

FORM OF A&R BLOCKER LLC AGREEMENT

[Omitted.]

EXHIBIT C

FORM OF MANAGEMENT SERVICES AGREEMENT

[Omitted.]

EXHIBIT D

FORM OF FINANCE LEASE MASTER SERVICES AGREEMENT

[Omitted.]

EXHIBIT E

FORM OF CALL OPTION AGREEMENT

[Omitted.]

EXHIBIT F

FORM OF EXPENSE STATEMENT

[Omitted.]

SCHEDULE 2.6.2

[Omitted.]

SCHEDULE 2.20

[Omitted.]

Exhibit 10.3

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

GABX LEASING LLC

TABLE OF CONTENTS

i

ii

iii

Schedules

Schedule 1 – Schedule of Members

Exhibits

Exhibit A – Annual Budget

Exhibit B – Business Plan

Annexes

iv

AMENDED & RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Annex A – Audit and Risk Committee This AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of GABX Leasing LLC (the “Company”) is made and entered into as of [•], 20[•] (the “Effective Date”) by and among the Company, GABX Leasing Holding LLC, a Delaware limited liability company (the “Blocker Member”), and GATX Corporation, a New York corporation (the “GATX Member”). The Company, the Blocker Member and the GATX Member are each sometimes referred to herein as a “Party” and, together, as the “Parties.”

RECITALS

1. On May 20, 2025, the Blocker Member and the GATX Member formed the Company as a limited liability company in accordance with the provisions of the Act, pursuant to the laws of the State of Delaware, and entered into that certain Limited Liability Company Agreement of the Company, dated as of May 23, 2025 (the “Initial LLC Agreement”).

2. On May 29, 2025, the Company, Wells Fargo Bank, N.A. and Everen Capital Corporation, among other parties, entered into that certain Purchase Agreement (the “Purchase Agreement”) whereby the Company agreed to purchase, acquire, accept and assume from the Seller Group (as defined in the Purchase Agreement), and the Seller Group agreed to sell, transfer, assign, convey and deliver to the Company, the JV Transferred Assets (as defined in the Purchase Agreement) and JV Assumed Liabilities (as defined in the Purchase Agreement).

3. Concurrently with the execution of the Purchase Agreement, the Company, the Blocker Member and the GATX Member, among others, entered into that certain Investors Agreement (the “Investors Agreement”) in order to govern the actions of such parties, as applicable, and the relationship among the Blocker Member, the GATX Member and the Company with respect to the Purchase Agreement, the Equity Commitment Letter (as defined in the Investors Agreement), the Limited Guaranty (as defined in the Investors Agreement) and the JV Definitive Documents (as defined in the Investors Agreement).

4. In accordance with the Investors Agreement and concurrently with the consummation of the transactions contemplated by the Purchase Agreement, the Parties desire to, and by the execution and delivery of this Agreement hereby do, amend and restate in its entirety the Initial LLC Agreement, in order to provide for, among other things, the rights and responsibilities of the Parties with respect to the governance, financing and operation of the Company, and certain other matters relating to the business arrangements between the Parties with respect to the Company.

Therefore, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valid consideration the receipt of which is hereby acknowledged by each Party, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

GENERAL MATTERS

Section 1.1 Formation. The Company has been formed as a limited liability company pursuant to the Act.

Section 1.2 Name. The name of the Company is “GABX Leasing LLC.”

Section 1.3 Purpose.

(a) The purpose of the Company is to engage in all lawful business for which limited liability companies may be formed under the Act and the Laws of the State of Delaware in furtherance of the following activities (the “Company Business”):

(i) purchasing, owning, managing, maintaining, leasing and selling railcars; and

(ii) engaging in such other activities as the Board deems necessary, convenient or incidental to the conduct, promotion or attainment of the activities described in the foregoing clause (i).

(b) The Company shall not engage in any activity or conduct inconsistent with the Company Business or any reasonable extensions thereof.

Section 1.4 Registered Office. The address of the registered office of the Company in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware, 19808.

Section 1.5 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware, 19808.

Section 1.6 Members.

(a) Each of the Blocker Member and the GATX Member has been admitted to the Company as a Member and hereby continues as such. Unless admitted to the Company as a Member as provided in this Agreement, no Person shall be, in fact or for any other purpose, a Member.

(b) No Member shall have any right to withdraw from the Company except as expressly set forth herein. No Membership Interest is redeemable or repurchasable by the Company at the option of a Member. Except as expressly set forth in this Agreement, no event affecting a Member (including dissolution, bankruptcy or insolvency) shall affect its obligations under this Agreement or affect the Company.

(c) The Members’ names, addresses and their respective Percentage Interests are set forth on the Schedule of Members attached to this Agreement as Schedule 1.

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(d) No Member, acting in its capacity as a Member, shall be entitled to vote on any matter relating to the Company other than as specifically required by the Act or as expressly set forth in this Agreement.

(e) A Member shall automatically cease to be a Member upon the Transfer of all of such Member’s Membership Interests made pursuant to and in accordance with the terms of this Agreement. Immediately upon any such permissible Transfer, the Company shall cause such Member to be removed from Schedule 1 to this Agreement and to be substituted by the transferee or transferees in such Transfer, and, except as otherwise expressly provided for herein, such transferee or transferees shall be deemed to be a “Party” for all purposes hereunder and all references to the Blocker Member or the GATX Member, as the case may be, shall be deemed to be references to such transferee or transferees (notwithstanding, in the case that more than one Person is a transferee of such Membership Interests, that such defined terms as used herein are singular in number).

Section 1.7 Powers. The Company shall have the power and authority to do any and all acts necessary or convenient to or in furtherance of the purposes described in Section 1.3, including all power and authority, statutory or otherwise, possessed by, or which may be conferred upon, limited liability companies under the Laws of the State of Delaware.

Section 1.8 Limited Liability Company Agreement. This Agreement shall constitute the “limited liability company agreement” of the Company for the purposes of the Act. The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall control to the fullest extent permitted by the Act and other applicable Law.

Section 1.9 Issuance of Additional Membership Interests. Except for the issuance of Membership Interests made pursuant to and in accordance with Article VI, the Company shall not issue any new Membership Interests, or any securities convertible into Company Securities, to any Third Party or to the Members other than in accordance with their respective Percentage Interests.

ARTICLE II

MANAGEMENT

Section 2.1 Directors. Subject to (x) the provisions of the Act, (y) any requirements in this Agreement as to actions expressly required to be authorized or approved by the Members and (z) the delegation of authority to the Manager pursuant to the Management Services Agreement, the business and affairs of the Company shall be managed and all its powers shall be exercised by or under the direction of a board of directors (the “Board” and each duly appointed and continuing member thereof from time to time, a “Director”), and no single Member, solely by virtue of having the status of a Member, shall have any management power over the business and affairs of the Company or any actual or apparent authority to enter into Contracts on behalf of, or to otherwise bind, the Company. Without prejudice to such general powers, but subject to the same limitations, including the Management Services Agreement, the Board shall be empowered to conduct, manage and control the business and affairs of the Company and to make such rules and regulations therefor not inconsistent with applicable Law or this Agreement, as the Board shall deem to be in the best interest of the Company. Each Director is hereby designated as a “manager” of the Company within the meaning of Section 18-101 of the Act.

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Section 2.2 Number of Directors; Director Appointment Rights.

(a) The authorized number of Directors constituting the Board shall be five (5) Directors. Any Director appointed by a Member must be (i) an employee of such Member or (ii) in the case of the Blocker Member, an employee of Brookfield Corporation or one of its Controlled Affiliates, or (iii) in the case of the GATX Member, an employee of a member of the GATX Group.

(b) Subject to Section 2.2(d), during the GATX Founder Period:

(i) The Blocker Member shall be entitled to appoint two (2) Directors.

(ii) The GATX Member shall be entitled to appoint three (3) Directors.

(c) Subject to Section 2.2(d), upon the expiration of the GATX Founder Period:

(i) Each Member having at least a twenty percent (20%) Consolidated Percentage Interest shall be entitled to appoint the number of Directors equal to such Member’s Consolidated Percentage Interest divided by twenty percent (20%), rounded down to the nearest whole number.

(ii) Notwithstanding anything to the contrary in this Agreement, for so long as any Call Option remains outstanding pursuant to the Call Option Agreement, the Blocker Member shall be entitled to appoint one (1) Director if the Blocker Member is not otherwise entitled to appoint a Director pursuant to Section 2.2(c)(i).

(iii) If after the application of the preceding clauses (i) and (ii) (and assuming each Member appoints the number of Directors it is entitled to appoint pursuant thereto) there are only four (4) Directors on the Board, the Member having a Consolidated Percentage Interest greater than fifty percent (50%) (the “Majority Member”) shall be entitled to appoint one (1) additional Director.

For example, if the GATX Member has a Consolidated Percentage Interest of sixty one percent (61%), and the Blocker Member has a Consolidated Percentage Interest of thirty nine (39%), then pursuant to this Section 2.2(c) the GATX Member would be entitled to appoint four (4) Directors, and the Blocker Member would be entitled to appoint one (1) Director.

(d) At the time any Member appoints a Director pursuant to this Section 2.2, such Member shall also deliver to the Company a notice in writing designating the order in which its appointees shall be automatically, without any further action of any other Person, removed if such Member is a Defaulting Member (such Person(s), each a “Removed Director” and, collectively, the “Removed Directors”).

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(e) Notwithstanding anything to the contrary in this Agreement, if (i) the GATX Member is a Defaulting Member at any time during the GATX Founder Period or (ii) the Majority Member is a Defaulting Member thereafter, the other Member (the “Compliant Member”) shall be entitled to appoint three (3) Directors and such Director(s) shall be automatically, without any further action of any other Person, appointed to the Board, and the applicable Removed Director(s) of the Defaulting Member shall be automatically, without any further action of any other Person, removed from the Board. If the Defaulting Member has failed to designate its Removed Director(s) in accordance with Section 2.2(d), the Compliant Member may, in its sole discretion, designate the applicable Director(s) appointed by the Defaulting Member for removal and such Director(s) shall be automatically, without any further action of any other Person, deemed removed from the Board.

(f) Chairperson. The Member entitled to appoint the highest number of Directors to the Board at any given time shall be entitled to appoint a Director to serve as the chairperson of the Board (the “Chairperson”) at such time. The Chairperson shall be entitled to call meetings of the Board pursuant to Section 2.7 and shall preside over all meetings of the Board at which the Chairperson is present. The Chairperson shall not have any rights or powers different from any other Director except those procedural in nature. In no event shall the Chairperson, in his or her capacity as such (and without limitation of the Chairperson’s voting rights as a regular Director) have a tie-breaking vote for decisions of the Board.

(g) Designated Alternate. In the event that a Member is entitled to appoint only one (1) Director pursuant to this Section 2.2, such Member shall be entitled to identify an individual (a “Designated Alternate”) who is authorized to attend meetings of the Board (or meetings of Board committees that such Director is entitled to attend) in lieu of the Director appointed by such Member in the event that a Director is unable to attend such meeting. Such Designated Alternate must meet the Director appointment requirements set forth in Section 2.2(a). A Designated Alternate will be entitled to exercise the powers of such Director at such meetings, and will be subject to all of the responsibilities and obligations of a Director hereunder at such meeting as if such person was a Director. For the avoidance of doubt, (i) a Director and its Designated Alternate may not both function as a Director at any meeting of the Board (or committee thereof), and (ii) any references to approval or notice by a Director in this Agreement will be deemed to refer to a Director, and not its Designated Alternate, except in respect of the voting on matters presented at the meeting at which such Designated Alternate is attending. A Designated Alternate must be (x) an employee of such Member, or (y) in the case of the Blocker Member, an employee of Brookfield Corporation or one of its Controlled Affiliates, or (z) in the case of the GATX Member, an employee of a member of the GATX Group.

Section 2.3 Removal of Directors. Any one or more Directors may be removed at any time, with or without cause, by the Member that appointed such Director, and except as provided in Section 2.2(d), may not be removed by any other means. If a Director (a) is convicted by a court or equivalent tribunal of any felony (or equivalent crime in the applicable jurisdiction), or of any misdemeanor (or equivalent crime in the applicable jurisdiction) that involves financial dishonesty or moral turpitude or (b) ceases to be (i) an employee of a Member, (ii) in the case of the Blocker Member, an employee of Brookfield Corporation or one of its Controlled Affiliates, or (iii) in the case of the GATX Member, an employee of a member of the GATX Group, then the Member that appointed such Director shall, unless consented to in writing by the other Member, promptly remove such Director.

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Delivery of a written notice to the Company by a Member designating for removal a Director appointed by such Member shall conclusively and with immediate effect constitute the removal of such Director, without the necessity of further action by the Company, the Board, or by the applicable removed Director. Each Director duly appointed by a Member pursuant to and in accordance with the provisions of Section 2.2 shall hold office until his or her resignation, death, permanent disability, removal pursuant to and in accordance with Section 2.2 or with this Section 2.3, or until a successor Director is duly appointed by the Member that appointed (and continues to be entitled to appoint) such Director.

Section 2.4 Vacancies. A vacancy shall be deemed to exist in case of the resignation, death, permanent disability or removal of any Director. The Member entitled to appoint a Director to the vacant directorship may appoint or elect a Director thereto to take office (a) immediately, (b) effective upon the departure of the vacating Director, in the case of a resignation, or (c) at such other later time as may be determined by such Member.

Section 2.5 Acts of the Board.

(a) Except as otherwise expressly set forth in this Agreement, a vote of a majority of the Directors present at a duly called and noticed meeting of the Board at which a quorum is present shall be required to authorize or approve any action of the Board. Each Director shall be entitled to one (1) vote; provided, that if a Director is not in attendance at a meeting of the Board, any Director appointed by the same Member who appointed such absent Director shall be entitled to cast the vote of the absent Director. Every act of or decision taken or made by the Directors pursuant to the vote required by this Section 2.5 shall be conclusively regarded as an act of the Board.

Section 2.6 Compensation of Directors. No compensation or other form of remuneration shall be paid to Directors in their capacity as such. The Member appointing a Director shall be responsible for reimbursing a Director for expenses reasonably incurred by such Director in connection with such Director’s service to the Company in his or her capacity as a Director. Nothing herein shall be construed to preclude any Director from serving the Company in any other capacity and receiving compensation therefor.

Section 2.7 Meetings of Directors; Notice. Except as provided pursuant to Section 2.10, meetings of the Board shall be held at least once per calendar quarter. Meetings of the Board, both regular and special, for any purpose or purposes may be called at any time by the Board or by any Director, by providing at least seven (7) calendar days’ written notice to each Director unless the Board or the Director calling such meeting, acting reasonably, determines that there is a significant and time sensitive matter that requires shorter notice to be given, in which case a meeting of the Board may be called by giving at least forty-eight (48) hours’ written notice to each Director. Each notice shall state the purpose(s) of and agenda for the meeting and include all required information, including dial-in numbers or other applicable access information, in order to participate in the meeting by telephonic means, over the internet or by means of any other customary electronic communications equipment. Unless otherwise agreed by unanimous consent of the Board, no proposal shall be put to a vote of the Board unless it has been listed on the agenda for such meeting. Notice of the time and place of meetings shall be delivered personally or by telephone to each Director, or shall be sent by email to any email address of the Director in the records of the Company.

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Any notice given personally or by telephone shall be communicated to the applicable Director. A Director may waive the notice requirement set forth in this Section 2.7 by any means reasonable in the circumstances, including by communication to one or more other Directors, and the presence of a Director at a meeting or the approval by a Director of the minutes thereof shall conclusively constitute a waiver by such Director of such notice requirement.

Section 2.8 Quorum.

(a) Except as otherwise expressly set forth herein, the presence (whether physical, telephonic, over the internet or by means of other customary electronic communications equipment) at a meeting of the Board of both (i) a majority of the number of Directors then serving on the Board and (ii) at least one (1) Director appointed by each Member shall constitute a quorum of the Board for the transaction of all business thereat.

(b) If a quorum is not present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting, without notice other than announcement at the meeting, and the Board or Director that called for the meeting shall attempt to reschedule such meeting until a quorum is present.

(c) Notwithstanding Section 2.8(a), if quorum is not present at two (2) consecutive meetings of the Board which were duly called in accordance with Section 2.7 due solely to requirements of clause (ii) of Section 2.8(a), then the requirements of Section 2.8(a)(ii) shall not apply to the next subsequent meeting having the same purpose and agenda called within thirty (30) days after adjournment of the most recent meeting at which quorum was not present.

Section 2.9 Place and Method of Meetings.

(a) Meetings of the Board may be held at any place within the United States or Canada, and meetings may be held, in whole or in part, by telephonic means, over the internet or by means of any other customary electronic communications equipment. The place at which (or, if applicable, the electronic communication methods by which) a meeting will be held may be specified in the applicable notice of the meeting; provided, that in the absence of such specification, or in the event that any Director objects to the place or electronic communication methods (if any) specified in the applicable notice, then the applicable meeting shall be held solely in physical presence at the principal executive office of the Company (which shall be the headquarters of GATX Member and its Affiliates unless otherwise determined by the Board), it being understood that a Director may participate in the applicable meeting in accordance with Section 2.9(b).

(b) The Directors may participate in meetings of the Board by telephonic means, over the internet or by means of any other customary electronic communications equipment, and, to the fullest extent permitted by applicable Law, shall be deemed to be present at such meeting for all purposes, including for purposes of determining quorum and of voting.

Section 2.10 Unanimous Action by the Board Without a Meeting. Any action required or permitted to be taken at any regular or special meeting of the Board may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all members of the Board. Any written actions of the Board may be in counterparts and transmitted by email and shall be filed with the minutes of the proceedings of the Board. Such written actions shall have the same force and effect as a vote of the Board.

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Section 2.11 Committees.

(a) Subject to Section 6.1(b), the Board may create one or more committees of the Board, delegate responsibilities, duties and powers to such one or more committees, and appoint Directors to serve thereon. Each Director appointed to serve on any such committee shall serve at the pleasure of the Board, or otherwise in accordance with the terms of the resolution designating the applicable committee. Section 2.4, Section 2.7, Section 2.8, Section 2.9 and Section 2.10 shall each apply to any committee of the Board with the same terms applicable to the Board, mutatis mutandis.

(b) The Board shall cause the Company to establish and maintain an audit and risk committee to the Board (the “Audit and Risk Committee”) consisting of (i) the appropriate representatives of the Manager primarily responsible for the applicable subject areas of the Audit and Risk Committee and (ii) one (1) individual appointed by each Member. The Audit and Risk Committee shall meet quarterly, and each Director shall be entitled to attend such meetings; provided that attendance at such meetings by all or a requisite number of Directors constituting a quorum thereof shall not, in and of itself, constitute a waiver of the notice and agenda requirements for Board meetings set forth in Section 2.7 or otherwise cause such Audit and Risk Committee meetings to be deemed meetings or actions of the Board. The Audit and Risk Committee shall have the responsibilities described in its charter attached hereto as Annex A, as the same may be updated from time to time by mutual consent of the Members, and all determinations and recommendations made by the Audit and Risk Committee shall be subject to final approval by the Board.

Section 2.12 Officers.

(a) Appointment; Tenure; Removal. The Board may, from time to time, designate officers of the Company (each, an “Officer” and collectively, the “Officers”) to carry out the day-to-day business and affairs of the Company. The Officers shall be comprised of one or more individuals designated from time to time by the Board, and each Officer shall hold his or her office for such term as shall be determined from time to time by the Board. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers payable by the Company or its Subsidiaries shall be fixed from time to time by the Board.

(b) Power; Authority; Duties. The Officers may consist of a president and a secretary. The Board may also designate one or more vice presidents and other such Officers as the Board may deem necessary or appropriate. Any Officer may be removed as such at any time by the Board, either with or without cause, in its discretion. The Officers shall have such powers, authority and duties as specified from time to time by the Board and, unless otherwise specified by the Board, shall have the authority and responsibilities generally held by officers of a Delaware corporation holding the same titles; provided, that appointment of Officers shall not limit the authority of the Manager pursuant to the Management Services Agreement, and the Officers shall have no authority with respect to matters delegated exclusively to the Manager pursuant to the Management Services Agreement.

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The Officers, in the performance of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware; provided, however, that, for the avoidance of doubt, causing the Company to effectuate any transaction and taking actions incidental and related thereto that are approved by the Board in accordance with this Agreement or otherwise directed by the Board shall not constitute a breach of any such duty by an Officer, provided that the actions of such Officer in effectuating such transaction, including any actions incidental and related thereto taken in such Officer’s discretion, (i) were reasonably believed by such Officer to be within the scope of authority granted by the Board and (ii) did not constitute bad faith, fraud, willful misconduct or, in the case of a criminal matter, unlawful conduct to the knowledge of such Officer.

Section 2.13 Insurance. Each Member or an Affiliate thereof shall purchase and maintain insurance, to the extent and in such amounts as such Member shall determine, on behalf of the Directors appointed by and the Officers affiliated with such Member, against any liability that may be asserted against or expenses that may be incurred by any such Director or Officer in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such Director or Officer against such liability under the provisions of this Agreement.

Section 2.14 Certain Operational Matters. Operational matters shall not require approval by the Board or the Members to the extent that such matters have been delegated to the Manager pursuant to the Management Services Agreement. Without limiting the generality of the foregoing, in addition to the Officers, the Manager is hereby authorized to execute contracts on behalf of the Company and its Subsidiaries to the extent within the scope of authority delegated to the Manager pursuant to the Management Services Agreement; provided, however, all Members, acting jointly, shall have the authority to enter into Contracts on behalf of, or to otherwise bind, the Company.

Section 2.15 Effect of GATX Founder Period. For the avoidance of doubt and notwithstanding anything to the contrary contained herein or in the Blocker Member LLC Agreement:

(a) for the duration of the GATX Founder Period, unless GATX Member becomes a Defaulting Member prior to the expiration of the GATX Founder Period, the rights granted to GATX Member hereunder in connection with the GATX Founder Period shall remain in effect, whether or not GATX Member and its Affiliates exercise any Call Option pursuant to the Call Option Agreement; and

(b) from and after the GATX Founder Period, unless the Majority Member is a Defaulting Member, the Majority Member shall have the right to appoint a majority of the Directors.

ARTICLE III

DEFAULT; DISSOLUTION

Section 3.1 Events of Default.

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(a) Each of the following acts or conditions shall constitute an event of default (each, an “Event of Default”) by or with respect to a Member (such Member, the “Defaulting Member”) under this Agreement:

(i) For either Member, if:

(1) such Member is in Material Breach of this Agreement, and the Member that is not the Defaulting Member has delivered written notice setting forth the circumstances of such Material Breach in reasonable detail and, if capable of being cured, such Material Breach has not been cured within thirty (30) days after delivery of such notice; or

(2) there has been a Transfer by such Member of Company Securities, or a Transfer by any Indirect Holder that is an Affiliate of such Member, in violation of Article V;

provided, that, notwithstanding the foregoing, in no event shall the Blocker Member be deemed a Defaulting Member under this Agreement if the action or inaction of the GATX Member or its applicable Affiliate directly or indirectly resulted in (x) the Blocker Member otherwise being in Material Breach of this Agreement pursuant to Section 3.1(a)(i)(1) or (y) a purported Transfer being made by the Blocker Member of Company Securities or by an Indirect Holder of Equity Interests of the Blocker Member in violation of Article V as set forth in Section 3.1(a)(i)(2).

(ii) For the GATX Member, if:

(1) there is the filing of a petition seeking relief, or the consent to the entry of a decree or Order for relief in an involuntary case, under the bankruptcy, rearrangement, reorganization or other debtor relief Laws of the United States or any state or any other competent jurisdiction or a general assignment for the benefit of its creditors by GATX Member or by any of its Controlling Affiliates;

(2) GATX Member or its applicable Affiliate is in Material Breach of the Management Services Agreement, Material Breach of the Call Option Agreement or Material Breach of the Blocker Member LLC Agreement and, in any such case, Blocker Member has delivered written notice setting forth the circumstances of such Material Breach in reasonable detail and, if capable of being cured, such Material Breach has not been cured within thirty (30) days after delivery of such notice; or

(3) any failure of the GATX Member or its applicable Affiliate to make any payment as and when due pursuant to any guaranty by the GATX Member or such Affiliate of any Indebtedness of the Company or its Subsidiaries.

(iii) For the Blocker Member, if:

(1) there is the filing of a petition seeking relief, or the consent to the entry of a decree or Order for relief in an involuntary case, under the bankruptcy, rearrangement, reorganization or other debtor relief Laws of the United States or any state or any other competent jurisdiction or a general assignment for the benefit of its creditors by Brookfield Blocker Owner or by any of its Controlling Affiliates; or (2) Brookfield Blocker Owner or its applicable Affiliate is in Material Breach of the Blocker Member LLC Agreement or in Material Breach of the Call Option Agreement, and, in any such case, GATX Member has delivered written notice setting forth the circumstances of such Material Breach in reasonable detail and, if capable being cured, such Material Breach has not been cured within thirty (30) days after delivery of such notice.

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(b) Without limitation of any other remedies, an Event of Default (i) by or with respect to GATX Member shall have the consequences set forth in Sections 2.2(e), 4.2(a), 5.3(c) and the definition of Lock-Up Period, and (ii) by or with respect to Blocker Member shall have the consequences set forth in Section 2.2(e)(ii), if applicable, the definition of Lock-Up Period and Section 2.9 of the Call Option Agreement.

Section 3.2 Dissolution.

(a) Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the Company shall dissolve, and its affairs shall be wound up, upon either (i) the approval by the Board and the written consent of the requisite Members pursuant to Article VI hereof or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (each, an “Event of Dissolution”).

(b) Upon the occurrence of an Event of Dissolution, the Company will continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Members. No Member, acting in its capacity as such, will take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. All covenants contained and obligations provided for in this Agreement will continue to be fully binding upon the Members until such time as the property of the Company has been distributed pursuant to Section 3.3 and the certificate of formation of the Company has been canceled pursuant to the Act.

(c) After the occurrence of an Event of Dissolution, and after all of the Company’s debts, liabilities and obligations have been paid and discharged or adequate reserves have been made therefor and all of the remaining assets of the Company have been distributed to the Members, the Company shall make the necessary resolutions and filings to dissolve the Company under the Act.

Section 3.3 Liquidation Proceeds. The proceeds from the liquidation, to the extent sufficient therefor, shall be applied and distributed in the following order:

(a) First, to the payment and discharge of all of the Company’s debts and liabilities to creditors other than the Members;

(b) Second, to the payment and discharge of all of the Company’s debts and liabilities to the Members (including any Member Loans); and

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(c) After giving effect to the foregoing clauses (a) and (b), all remaining cash and property shall be distributed to the Members in accordance with Section 4.4.

ARTICLE IV

CAPITAL CONTRIBUTIONS; ADDITIONAL FUNDING; CAPITAL ACCOUNTS;

DISTRIBUTIONS; ALLOCATIONS

Section 4.1 Capital Contributions. Each Member has made, or is deemed to have made, capital contributions in the amounts and on the dates set forth opposite such Member’s name on Schedule 1 (the “Initial Capital Contributions”). Other than the Initial Capital Contributions, no Member shall be otherwise obligated to make any capital contributions to the Company.

Section 4.2 Additional Funding.

(a) Notwithstanding the foregoing, if the Board, with written consent of all of the Members that are not Defaulting Members at such time, determines that it is in the best interests of the Company to obtain additional funding, the Board may direct the Company to provide written notice to the Members to provide funding in the form of a Member Loan, as further provided for in this Section 4.2 (such notice, a “Funding Request Notice”). Any such determination by the Board to submit a Funding Request Notice shall be referred to herein as an “Additional Funding Request.”

(b) Any Funding Request Notice shall set forth (i) the anticipated amount of, and the reason for, such Additional Funding Request (such amount, the “Requested Funding Amount”) and (ii) if a Member elects to provide a Member Loan, then the date on which such Member shall be obligated to fund such Member Loan (the “Requested Funding Date”), which Requested Funding Date shall not be earlier than thirty (30) days following the date on which such Funding Request Notice is delivered to the Members.

(c) Subject to the express provisions of this Article IV, each Member may elect to provide a loan to the Company (each such loan, a “Member Loan” and, collectively, the “Member Loans”) for up to the full amount of the Requested Funding Amount. Member Loans shall (x) be on commercially reasonable terms as determined in good faith by the Members that are not Defaulting Members as of the time of and as set forth in the Funding Request Notice, and (y) be evidenced by documentation reasonably acceptable to the Board; provided, that (i) if the Members making such determination cannot agree on the terms of any Member Loan prior to the Company’s issuance of the Funding Request Notice, such Member Loan will have a term of five (5) years, be prepayable in whole or in part by the Company Group at any time without penalty, and shall bear interest at the then-current interest rate payable on a five (5) year treasury note as published by the Federal Reserve Board plus three percent (3%), and (ii) the terms and conditions for each Member Loan made in respect of any Additional Funding Request shall be the same for each Electing Member. A Member Loan shall not be deemed a Capital Contribution nor result in any change to the Percentage Interests of the Members.

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(d) Each Member that elects to provide a Member Loan pursuant to Section 4.2(c) (any such Member, an “Electing Member”) shall provide written notice (an “Election Notice”) to the Company of its election to provide a Member Loan by no later than the date that is five (5) days after its receipt of a Funding Request Notice. The Election Notice shall set forth the amount of funding such Member has elected to provide by Member Loan (such amount, an “Election Amount”).

(e) With respect to an Additional Funding Request, and after giving effect to the elections by the Electing Members pursuant to Section 4.2(d), the amount of the Member Loan to be provided by an Electing Member pursuant to this Section 4.2 shall be (such amount, “Required Funding Amount”):

(i) such Electing Member’s Election Amount if the Election Amounts of all Electing Members, in the aggregate, are equal to the Requested Funding Amount;

(ii) determined as follows to the extent the Election Amounts of all Electing Members, in the aggregate, are greater than the applicable Requested Funding Amount:

(1) if the Election Amount for each Electing Member is equal to or greater than such Electing Member’s applicable Pro Rata Funding Amount, then such Electing Member’s Pro Rata Funding Amount; or

(2) if the Election Amount for any Electing Member is less than an amount equal to such Electing Member’s Pro Rata Funding Amount (any such Electing Member, the “Underfunding Member”), then (A) in the case of the Underfunding Member, such Underfunding Member’s Election Amount and (B) in the case of the other Electing Member, an amount equal to (x) the Requested Funding Amount minus (y) the Election Amount of the Underfunding Member.

(f) The Company shall, by the date that is no later than ten (10) days after the Company’s delivery of the Funding Request Notice, provide written notice to each Electing Member (i) setting forth the Required Funding Amount of such Electing Member or (ii) that the Election Amounts of all Electing Members, in the aggregate, are less than the Requested Funding Amount (a “Shortfall”, and any notice delivered pursuant to this Section 4.2(f), a “Shortfall Notice”).

(g) Notwithstanding anything herein to the contrary, in the case of a Shortfall, the Electing Members shall, by the date that is five (5) days after receipt of a Shortfall Notice, notify the Company in writing of such Electing Member’s (i) election to (1) provide a Member Loan in an amount equal to its Election Amount plus any portion of the Shortfall or (2) not provide a Member Loan and (ii) authorization for the Company to seek additional equity funds on commercially reasonable terms from a Third Party for any remainder of the Shortfall. Failure by an Electing Member to deliver a notice pursuant to this Section 4.2(g) shall be, without any further action of any other Party, (x) deemed an election by such Electing Member not to provide a Member Loan and (y) a failure by such Electing Member to provide authorization for the Company to seek additional equity funds.

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(h) The Company shall, by no later than the date that is ten (10) days after its delivery of a Shortfall Notice, provide written notice to the Electing Members (i) (1) that all Electing Member’s elected to provide their Election Amounts pursuant to Section 4.2(g), and that the Required Funding Amount for such Electing Member shall be the amount contemplated by such Electing Member’s notice delivered pursuant to Section 4.2(g) or (2) that less than all of the Electing Members elected to provide a Member Loan or that the aggregate amount of Member Loans still remains less than the Requested Funding Amount, and that such Electing Member shall not be required to provide a Member Loan in connection with the Additional Funding Request and (ii) that all, or less than all, of the Electing Members authorized the Company to seek additional equity funds. If all Electing Members authorized the Company to seek additional equity funds, the Company may launch a process seeking such additional equity funds at the direction of the Board.

(i) If an Electing Member is obligated to provide a Member Loan pursuant to this Section 4.2, then (i) such Electing Member shall provide a Member Loan for an amount equal to such Electing Member’s Required Funding Amount and (ii) the Company and such Electing Member shall execute the applicable documentation with respect to such Member Loan.

Section 4.3 Capital Account Maintenance. A separate Capital Account shall be established and maintained for each Member reflecting such Member’s Capital Contributions and adjusted for distributions and for allocations of Profits, Losses, and items of income, gain, loss, expenditure and deduction of the Company under this Agreement in accordance with Section 704(b) of the Code, the Treasury Regulations promulgated thereunder and the following provisions:

(a) To such Member’s Capital Account there will be credited the amount of such Member’s Capital Contributions, such Member’s distributive share of Profits and other items of income or gain specially allocated hereunder, and the amount of any Company liabilities that are assumed by such Member or that are secured by any Company assets distributed to such Member.

(b) To such Member’s Capital Account there will be debited the amount of cash and the Tax Book Value of any other property of the Company distributed to such Member pursuant to any provision of this Agreement, such Member’s distributive share of Losses and other items of loss, expenditure and deduction specially allocated hereunder, and the amount of any liabilities of such Member that are assumed by the Company or that are secured by any property contributed by such Member to the Company.

(c) In determining the amount of any liability for purposes of this Section 4.3, there will be taken into account Section 752(c) of the Code and any other applicable provisions of the Code and the Treasury Regulations.

(d) The Board shall also make (i) any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) any appropriate modifications in the event that unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2; provided, that such adjustments or modifications shall be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company.

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(e) In the event that Membership Interests are transferred, the transferee will succeed to the Capital Account of the transferor to the extent such Capital Account relates to the Membership Interests so transferred.

(f) No Member shall make any withdrawals from his, her or its Capital Account without the prior written consent of the Board. Except as otherwise provided in this Agreement, no Member shall be obligated to restore a deficit in the Member’s Capital Account solely by reason of such negative Capital Account balance.

Section 4.4 Distributions Generally; Asset Dispositions; Call Option Exercise Distributions; Support Payments.

(a) Quarterly Distributions. Subject to the Act, no later than sixty (60) days after the end of each fiscal quarter, the Company shall make distributions to the Members of all of the Available Cash in accordance with the following provisions of this Section 4.4(a); provided, however, prior to any amount being distributed pursuant to Sections 4.4(a)(i) and (ii) to the Members, Available Cash shall first be applied to the payment of accrued but unpaid interest on each Member Loan in accordance with Member Loan Priority and then to the payment of the outstanding principal of each Member Loan in accordance with Member Loan Priority, until all Member Loans are paid in full. After application of the foregoing proviso, distributions pursuant to this Section 4.4(a) shall be made to the Members as follows:

(i) First, if at the time of such distribution there is any Undistributed 90% Cash Amount, 90% of such Available Cash to the Blocker Member, and 10% of such Available Cash to the GATX Member, until such Undistributed 90% Cash Amount has been paid in full; and

(ii) If any Available Cash remains after the application of clause (i), then second, thereafter to the Members in the same proportions as their respective Percentage Interests.

(b) Payments and Distributions upon Asset Dispositions. Subject to the Act, no later than sixty (60) days following any Asset Disposition:

(i) the Company shall make payments and distributions of the Asset Disposition Net Proceeds resulting therefrom in accordance with the following provisions of this Section 4.4(b):

(1) First, such Asset Disposition Net Proceeds shall be used to pay (or held to repay (any amounts so held, “Indebtedness Payment Reserves”)) Indebtedness of the Company Group, in an amount equal to the lesser of (A) the aggregate amount of the Asset Disposition Net Proceeds resulting from such Asset Disposition and (B) the product of (I) the Leverage Ratio as of immediately prior to such Asset Disposition multiplied by (II) the NBV of the assets sold in such Asset Disposition; and (2) If any Asset Disposition Net Proceeds remain after the application of clause (i), then second, thereafter to the Members in the same proportions as their respective Percentage Interests; provided, that Asset Disposition Net Proceeds distributed to Blocker Member shall be subject to Section 5.1(b)(i) of the Blocker Member LLC Agreement.

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(ii) the Company shall make payments and distributions of all of the Cash on Hand (determined as of the date of the relevant Asset Disposition after giving effect to such Asset Disposition and the payments and distributions contemplated by Section 4.4(b)(i)) in accordance with the following provisions of this Section 4.4(b)(ii):

(1) First, such Cash on Hand shall be applied to the payment of accrued but unpaid interest on each Member Loan in accordance with Member Loan Priority and then to the payment of the outstanding principal of each Member Loan in accordance with Member Loan Priority, until all Member Loans are paid in full; and

(2) If any Cash on Hand remains after the application of clause (1), and at the time of such distribution there is any Undistributed 90% Cash Amount, then second, 90% of such Cash on Hand to the Blocker Member, and 10% of such Cash on Hand to the GATX Member, until such Undistributed 90% Cash Amount has been paid in full; and

(3) If any Cash on Hand remains after the application of clause (2), then third, thereafter to the Members in the same proportions as their respective Percentage Interests.

(c) Distributions Prior to Call Option Closings. Subject to the Act, no later than sixty (60) days following any Call Option Closing, the Company shall make distributions to the Members of all of the Cash on Hand (determined as of immediately prior to the Call Option Closing) in accordance with the following provisions of this Section 4.4(c); provided, however, prior to any amount being distributed pursuant to Section 4.4(c)(i) and (ii) to the Members, Cash on Hand shall first be applied to the payment of accrued but unpaid interest on each Member Loan in accordance with Member Loan Priority and then to the payment of the outstanding principal of each Member Loan in accordance with Member Loan Priority, until all Member Loans are paid in full. After application of the foregoing proviso, distributions pursuant to this Section 4.4(c) shall be made to the Members as follows:

(i) First, if at the time of such distribution there is any Undistributed 90% Cash Amount, 90% of such Cash on Hand to the Blocker Member, and 10% of such Cash on Hand to the GATX Member, until such Undistributed 90% Cash Amount has been paid in full; and

(ii) If any Cash on Hand remains after the application of clause (i), then second, thereafter to the Members in the same proportions as their respective Percentage Interests.

(d) Except as otherwise provided herein, all distributions shall be paid to the Members only in cash.

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(e) Notwithstanding anything to the contrary in this Agreement, beginning on any date (such date, a “90% Commencement Date”) upon which the GATX Member either (i) does not exercise a Call Option prior to the expiration of the Exercise Period (as defined in the Call Option Agreement) applicable to such Call Option, or (ii) exercises a Call Option, but does not close such Call Option by the Call Option Closing Date applicable thereto, and ending on the date that is the one (1) year anniversary of such 90% Commencement Date (the period beginning on the 90% Commencement Date and ending upon such one (1) year anniversary, the “90% Distribution Period”), on the terms and subject to the other conditions of this Section 4.4 and the Act, the Blocker Member shall be entitled to receive 90% of the 90% Distribution Period Cash Flow Amount for such 90% Distribution Period, and the GATX Member shall be entitled to receive 10% of the 90% Distribution Period Cash Flow Amount; provided, for the avoidance of doubt, that during any 90% Distribution Period, Asset Disposition Net Proceeds shall be distributed pursuant to Section 4.4(b) without any effect or modification resulting from application of this Section 4.4(e). Each time the GATX Member (i) does not timely exercise a Call Option, or (ii) exercises a Call Option, but does not close such Call Option by the Call Option Closing Date, then a subsequent 90% Distribution Period shall take effect on the terms set forth in this Section 4.4(e). For the avoidance of doubt, the exercise of a Make-Up Call Option shall not be deemed to be the exercise of a Call Option under this Section 4.4(e). Notwithstanding anything to the contrary in this Section 4.4(e), a 90% Distribution Period shall not commence in the event a Call Option Closing does not occur due to the failure to obtain a Call Option Regulatory Approval and the GATX Member has complied in all material respects with Sections 2.2(d) and (e) of the Call Option Agreement.

(f) For administrative convenience and liquidity management, the Board may in its sole discretion cause the Company to consolidate more than one distribution and/or payment required to be made to a Member pursuant to Sections 4.4(a) through 4.4(c) into a single distribution or payment to such Member, in each case so long as each such distribution or payment is made within the timeframes contemplated thereby. If the Board so elects to consolidate multiple distributions and/or payments, then it shall cause the Company to deliver to each Member a statement setting forth the amount of such distribution or payment allocable to each subsection of Sections 4.4(a) through 4.4(c) and such distributions and payments shall be deemed to have been paid and received by the applicable Member in the order in which the end of the fiscal quarter, Asset Disposition or Call Option exercise, as applicable, triggering such distributions or payments occurred. For further clarity, the effect of such payments and distributions, and the allocation of such payments and distributions among the members of the Blocker Member, shall be determined in accordance with Section 5.1(f) of the Blocker Member LLC Agreement.

(g) Notwithstanding the terms of this Section 4.4 and any other provision of this Agreement, the Company shall not make any distribution to any Member on account of its Membership Interests to the extent such distribution would violate the Act, other applicable Law.

Section 4.5 Distributions upon the Occurrence of an Event of Dissolution. Upon the occurrence of an Event of Dissolution, the Board will proceed, subject to the provisions herein, to wind up the affairs of the Company, liquidate and distribute the remaining assets of the Company (provided, however, that all distributions shall be paid to the Members only in cash) and apply the proceeds of such liquidation in the order of priority in accordance with Section 3.3.

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Section 4.6 Distributions in Kind. Upon the approval, in accordance with Article VI, of a plan to distribute the assets and liabilities of the Company to the Members, such assets and liabilities of the Company shall be distributed in-kind to the Members entitled thereto in the same proportions as such Members would have been entitled to receive cash distributions from the Company pursuant to Section 4.4.

Section 4.7 Withdrawal of Capital; Interest. Except as expressly provided in this Agreement, (a) no Member may withdraw capital or receive any distributions from the Company and (b) no interest shall be paid by the Company on any Capital Contribution or distribution.

Section 4.8 Allocations.

(a) Allocations of Profits and Losses. Except as otherwise provided in this Agreement, Profits, Losses and to the extent necessary, individual items of income, gain or loss or deduction of the Company shall be allocated in a manner such that the adjusted Capital Account of each Member immediately after making such allocation is, as nearly as possible, equal (proportionately) to the distributions that would be made pursuant to Section 3.3 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Tax Book Value, all liabilities of the Company were satisfied (limited with respect to each nonrecourse liability to the Tax Book Value of the assets securing such liability) and the net assets of the Company were distributed in accordance with Section 3.3 to the Members immediately after making such allocation. Notwithstanding the foregoing, the Board may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account such facts and circumstances it deems reasonably necessary for this purpose.

(b) Regulatory Allocations. The following special allocations shall be made for each Fiscal Year in the following order:

(i) Nonrecourse Deductions. Notwithstanding any other provision of this Agreement to the contrary, Nonrecourse Deductions will be allocated to the Members in proportion to their respective Percentage Interests. Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Members’ interests in Profits shall be in proportion to their respective Percentage Interests.

(ii) Company Minimum Gain. Notwithstanding any other provision of this Agreement to the contrary, except as provided in Treasury Regulations Section 1.704-2(f), in the event that there is a net decrease in Company Minimum Gain during a Fiscal Year, each Member will be allocated items of income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(f). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 4.8(b)(ii) is intended to comply with the minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(f) and will be interpreted and applied in a manner consistent therewith.

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(iii) Member Nonrecourse Deductions. Notwithstanding any other provision of this Agreement to the contrary, any Member Nonrecourse Deductions will be allocated to the Member who (in his, her or its capacity, directly or indirectly, as lender, guarantor, or otherwise) bears the economic risk of loss with respect to the loan to which such partner nonrecourse deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i).

(iv) Member Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement, except as provided in Treasury Regulations Section 1.704-2(i)(4), if during a Fiscal Year there is a net decrease in Member Minimum Gain attributable to Member Nonrecourse Debt, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 4.8(b)(iv) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(i)(4) and will be interpreted and applied in a manner consistent therewith.

(v) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by Treasury Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible; provided, that an allocation pursuant to this Section 4.8(b)(v) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other special allocations provided for in this Section 4.8(b) have been tentatively made as if this Section 4.8(b)(v) were not in this Agreement.

(vi) Gross Income Allocation. In the event any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, each Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible to eliminate such Adjusted Capital Account Deficit; provided that an allocation pursuant to this Section 4.8(b)(vi) shall be made only if and to the extent that any such Member would have an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Section 4.8 have been tentatively made as if this Section 4.8(b)(vi) and Section 4.8(b)(v) were not in this Agreement.

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(vii) Section 734(b) or 743(b) Adjustments. To the extent an adjustment to the adjusted federal income Tax basis of any Company property pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

(viii) Items of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall be allocated to the Members in accordance with the applicable provisions of the Partnership Audit Rules.

(c) Curative Allocations. The allocations set forth in Section 4.8(b) and Section 4.8(d) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, expenditure, or deduction pursuant to this Section 4.8(c). Accordingly, and notwithstanding any other provisions of this Section 4.8 (other than the Regulatory Allocations), the Board shall make such offsetting special allocations of Company income, gain, loss, expenditure, or deduction among the Members (in the same year, and, to the extent necessary, subsequent years) in a manner consistent with Treasury Regulations Sections 1.704-1(b) and 1.704-2 and otherwise as the Board deems reasonably appropriate so that, following such offsetting allocations, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to this Section 4.8.

(d) Limitation on Loss Allocations. Losses allocated to any Member pursuant to Section 4.8 hereof shall not exceed the maximum amount of Losses that can be so allocated without causing or increasing an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event that some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 4.8(a) hereof, then the limitation set forth in this Section 4.8(d) shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in proportion to their respective positive Capital Account balances so as to allocate the maximum permissible Losses to each Member under Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

(e) Special Allocation of Gain or Loss on Contributed Property. Except as otherwise provided in this Section 4.8(e), for U.S. federal, state and local income Tax purposes each item of income, gain, loss and deduction of the Company shall be allocated to the Members in the same manner as such items are allocated for book purposes pursuant to this Agreement. In the event Section 704(c) of the Code or the principles of Section 704(c) of the Code applicable under Treasury Regulations Section 1.704-1(b)(2)(iv) require allocations of income, gain, deduction or loss in a manner different than that set forth above, the provisions of Section 704(c) of the Code and the Treasury Regulations thereunder shall control such allocations among the Members.

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Any item of Company income, gain, loss and deduction with respect to any property (other than cash) that has been contributed or is deemed to have been contributed by a Member to the capital of the Company and which is required or permitted to be allocated to such Member for income Tax purposes under Section 704(c) of the Code so as to take into account the variation between the U.S. federal income Tax basis of such property and its Tax Book Value at the time of its contribution shall be allocated solely for income Tax purposes in the manner so required or permitted under Section 704(c) of the Code using an appropriate method or methods allowable under the applicable regulations as determined by the Blocker Member and the GATX Member. In the event the Tax Book Value of any Company asset is adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for U.S. federal income Tax purposes and its Tax Book Value in a manner consistent with this Section 4.8(e). Except as otherwise provided herein, any elections or other decisions relating to such allocations shall be made by the Board in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 4.8(e) are solely for U.S. federal, state, and local income Taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

(f) Transfer of Membership Interests in Profits and Capital. Upon the Transfer of a Membership Interest in accordance with Article V, Profits, Losses and any other allocable items attributable to such Membership Interest shall, for U.S. federal income Tax purposes, be allocated between the transferor and the transferee of such Membership Interest based on the number of months (or portion thereof) that each such Person was the owner of the Membership Interest, in a manner determined by the Board to be consistent with the requirements of Section 706 of the Code and Treasury Regulations or rulings promulgated thereunder. A transferee of a Membership Interest in the Company shall succeed to the Capital Account of the transferor Member to the extent they relate to such Membership Interest.

(g) Deemed Income or Gain. If, and to the extent that, any Member is deemed to recognize income or gain as a result of any transaction between the Member and the Company pursuant to Sections 482, 483, 1272-1274, or 7872 of the Code, or any similar provision now or hereafter in effect, any corresponding resulting loss or deduction of the Company shall be allocated to the Member who was allocated such income or gain.

(h) Recapture Items. Any portion of any income or gain attributable to the sale or other disposition of any depreciable Company property required to be recaptured as ordinary income shall, to the maximum extent possible in accordance with Section 704 of the Code and the Treasury Regulations thereunder, be allocated among the Members for Tax purposes in the same ratio as the deductions giving rise to such recapture were allocated. Any recapture of Tax credit shall be allocated among the Members in accordance with Treasury Regulations Section 1.704-1(b)(4)(ii).

(i) Other Allocation Rules.

(i) The Members are aware of the income Tax consequences of the allocations made by this Agreement and hereby agree to be bound by the provisions of this Agreement in reporting their shares of Profits and Losses for income Tax purposes, unless otherwise required by applicable Law.

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(ii) To the extent permitted by Treasury Regulations Section 1.704-2(h)(3), the Members shall endeavor to treat distributions made in accordance with Section 4.4 as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Member as of the end of the Fiscal Year in which such distribution occurs.

(iii) Subject to Section 6.1 and Section 6.2, all matters concerning the computation of Capital Accounts, the allocation of items of Company income, gain, loss, deduction and expense for all purposes of this Agreement shall be determined by the Board.

ARTICLE V

TRANSFERS OF MEMBERSHIP INTERESTS

Section 5.1 General Provisions.

(a) No Member shall Transfer any of its Company Securities except pursuant to and in accordance with this Article V. Any purported (i) Transfer by any Member of its Company Securities in violation of this Section 5.1(a) or (ii) Transfer of Equity Interests of a Member without compliance in all respects with the provisions of this Article V pertaining to such purported Transfer, shall be invalid and void ab initio.

(b) Each Member shall ensure that each of its Indirect Holders does not Transfer Equity Interests of such Member, or Equity Interests of any Person directly or indirectly holding Equity Interests of such Member (the Indirect Holder transferring such Equity Interest (the “Transferor”)), unless one of the following requirements is satisfied in connection with such Transfer or Transferor:

(i) such Transferor may Transfer Blocker Units only (A) in connection with a Tag-Along Sale or a Drag-Along Sale, or (B) pursuant to Section 5.3, or (C) as otherwise permitted by, and in compliance with, Article VI of the Blocker Member LLC Agreement and, as applicable, the Call Option Agreement;

(ii) if such Transferor is a Person that is a member of the Brookfield Group or a Third Party who acquired Equity Interests of such Member pursuant to a prior Transfer made in accordance with the terms of this Section 5.1, such Transfer must either (A) be to a Brookfield Permitted Transferee or otherwise permitted by Section 5.2(a), or (B) after giving effect to such Transfer, result in the Brookfield Group continuing to own, directly or indirectly, at least seventy percent (70)% of Brookfield Blocker Owner; or

(iii) if such Transferor is a Person that is a member of the GATX Group, such Transfer must either (A) be to a GATX Permitted Transferee in compliance with Section 5.2(a) or otherwise permitted by Section 5.2(a) or (B) after giving effect to such Transfer, result in the GATX Group continuing to own, directly or indirectly, at least seventy percent (70%) of the GATX Member; provided, that Transfers made during the Lock-Up Period shall also be subject to Section 5.1(c).

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(c) Except as permitted by Section 5.2, during the Lock-Up Period, no member of the Brookfield Group nor the GATX Group may Transfer any of their respective Securities, nor may any Indirect Holder of Equity Interests in the GATX Member or the Blocker Member Transfer such Equity Interests or Equity Interests of any Person directly or indirectly holding Equity Interests of the GATX Member or Blocker Member, in any case, (i) without the unanimous written consent of all of the Members or (ii) other than any such Transfer made to a Permitted Transferee of any such Person.

(d) Notwithstanding anything to the contrary contained herein, in connection with any Transfer of Company Securities in accordance with this Article V, the transferring Member shall Transfer all, but not less than all, of its Company Securities in connection therewith.

(e) Notwithstanding any other provision of this Agreement (including Section 5.2), each Member agrees that, unless such conditions are waived by the GATX Member and the Blocker Member, such Member will not Transfer any of its Company Securities, and will ensure that its Indirect Holders do not Transfer Equity Interests of such Member or Equity Interests of any Person directly or indirectly holding Equity Interests of such Member, if such Transfer would result in the Company being unable to qualify for one or more of the safe harbors set forth in Treasury Regulations Section 1.7704-1 (or any such administrative guidance subsequently published by the IRS setting forth safe harbors under which such Company Securities will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code), or could otherwise cause the Company to be treated as a “publicly traded partnership” for U.S. federal income Tax purposes.

(f) Notwithstanding any other provision of this Agreement (including any provisions of this Article V), in connection with any Transfer of Blocker Units, GATX Member (and its Affiliates) shall bear and shall indemnify and otherwise hold harmless any transferee in such Transfer from any liabilities attributable to any Taxes imposed on Blocker Member under Treasury Regulations Section 1.1502-6 (or any similar state, local or non-U.S. Tax laws) to the extent that the Blocker Member has been a member of the affiliated group of corporations, within the meaning of Section 1504(a) of the Code (or any similar state, local or non-U.S. Tax laws), of which GATX Corporation is the common parent.

Section 5.2 Transfers to Permitted Transferees; Liens by Members.

(a) GATX Member may Transfer all (but not less than all) of the Company Securities held by it to any one of the GATX Member’s Permitted Transferees; provided that, in connection with any such Transfer:

(i) such Permitted Transferee shall, in writing, assume all of the rights and obligations of the transferring Member as a Member under this Agreement and as a Party hereto with respect to the Company Securities; and

(ii) such Permitted Transferee shall obtain all requisite authorizations, approvals and consents of any Governmental Body in respect of such Transfer (and no such requisite authorization, approval or consent shall have been rescinded).

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Effective provisions shall be made whereby such Permitted Transferee shall be required, prior to the time when it shall cease to be a GATX Permitted Transferee, as the case may be, to Transfer such Company Securities back to the transferring Member or to another Person who would be a GATX Permitted Transferee, as the case may be, as of such applicable time; provided, further, that, notwithstanding any Transfer of Company Securities by any Member to a Permitted Transferee, any obligations arising under this Agreement, the Blocker Member LLC Agreement, the Call Option Agreement and the Management Services Agreement shall remain the obligations of such Member or shall be guaranteed by such Member pursuant to documentation acceptable to the other Member (in such Member’s sole discretion). In the event that a Member (including, as the case may be, a Permitted Transferee) intends to Transfer its Company Securities to a Permitted Transferee, such transferring Member or the Permitted Transferee, as applicable, shall notify the other Member and the Company of the intended Transfer at least thirty (30) days prior to the intended Transfer.

(b) Each Member and any Indirect Holder of such Member shall be permitted to directly or indirectly pledge its Company Securities to a bona fide lender (or any agent or trustee therefor) (each, a “Secured Party”) in connection with Indebtedness. A Transfer of Company Securities, Blocker Units and other Equity Interests in Persons that directly or indirectly hold Company Securities or Blocker Units arising as a result of an enforcement action by a Secured Party, whether as a result of a foreclosure, transfer in lieu of foreclosure, or otherwise, shall be permitted for purposes of this Agreement so long as:

(i) if such Transfer is a Transfer of Company Securities, (A) such Transfer is of all of the Company Securities held by such Member and (B) the transferee, without the consent of any other Person, agrees to be bound by this Agreement; and

(ii) If such Transfer is a Transfer of Blocker Units, (A) such Transfer does not result in there being more than two (2) direct equity owners of Blocker Member (or, if no Call Option has then been exercised, more than one (1) direct equity owner of Blocker Member) and (B) the transferee, without the consent of any other Person, agrees to be bound by the Blocker Member LLC Agreement and the Call Option Agreement and satisfy the requirements applicable to its members and transferees thereunder.

Section 5.3 Right of First Offer.

(a) After the expiration of the Lock-Up Period, without limitation of Section 5.1, Section 5.2 and Section 5.5 and any corresponding provision of the Blocker Member LLC Agreement, the GATX Group or the Brookfield Group, as the case may be, may also Transfer all (but not less than all) of such Transferring Party’s Company Securities and/or Blocker Units (as applicable pursuant to Section 5.3(a)(i)), subject to compliance with this Section 5.3 and, if applicable, Section 5.4. Prior to any such Transfer, other than any Transfer (x) pursuant to Section 5.2 hereof or Section 6.2 of the Blocker Member LLC Agreement or (y) in connection with a Drag-Along Sale pursuant to Section 5.5, the Transferring Party must first offer to sell (the “Required Offer”) to the other Member (such other Member, or its designated Affiliate, the “Non-Transferring Member”) all (but not less than all) of the Subject Securities held by such Transferring Party in accordance with the procedures set forth in this Section 5.3.

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(i) The Transferring Party shall first deliver to the Non-Transferring Member a written notice (a “ROFO Notice”) offering to sell the Subject Securities at a cash price, expressed on a 100% enterprise value basis, determined by such Transferring Party (but not higher than the Company Group NBV), on an “as-is, where-is” basis, and such notice shall constitute an offer to the Non-Transferring Member to effect such purchase and sale on the terms set forth therein; provided, however, that the ROFO Notice shall specify that the Transferring Party shall make Fundamental Representations and Warranties to the Non-Transferring Member in the definitive sale agreement. For the avoidance of doubt, the Subject Securities shall consist of (1) all Blocker Units held by such Transferring Party and (2) if such Transferring Party includes GATX Member, all of the Company Securities held by GATX Member. Any such ROFO Notice shall be firm, not subject to withdrawal and prepared and delivered in good faith. Within thirty (30) days following its receipt of a ROFO Notice, the Non-Transferring Member may accept the Transferring Party’s offer and purchase the Subject Securities at the Equity Consideration and upon the terms and conditions set forth in the ROFO Notice, in which event the closing of the purchase and sale of the Subject Securities shall take place as promptly as practicable, and, in any event, within ninety (90) days of the Non-Transferring Member’s acceptance of the Transferring Party’s offer (a “ROFO Sale”). In addition to the purchase of the Subject Securities, in connection with any ROFO Sale, the Non-Transferring Member shall also purchase or ensure the repayment in full of the outstanding Member Loans of the Transferring Party with such repayment amount equaling the then outstanding principal and accrued but unpaid interest thereunder (it being understood that with respect to Member Loans held by the Blocker Member, such purchase or repayment shall consist of (x) in the case that the Transferring Party is the Brookfield Group, a portion of such outstanding principal and accrued but unpaid interest equal to the aggregate amount of such Member Loans held by the Blocker Member multiplied by the Brookfield Blocker Ownership Percentage; and (y) in the case that the Transferring Party is the GATX Group, a portion of such outstanding principal and accrued but unpaid interest equal to the aggregate amount of such Member Loans held by the Blocker Member multiplied by the GATX Blocker Ownership Percentage). Any such acceptance by the Non-Transferring Member shall be irrevocable and binding on the Non-Transferring Member, and the Non-Transferring Member shall be deemed to have declined to exercise its right to participate in a Tag-Along Sale pursuant to Section 5.4.

(ii) Subject to Section 5.4, if the Non-Transferring Member does not accept the Transferring Party’s offer within such 30-day period, then the Transferring Party will, for a period of one hundred twenty (120) days commencing on the expiration of such 30-day period (the “Sale Period”), be entitled to sell all (but not less than all) of the Subject Securities to any one (1) Third Party at the same or higher price and upon other terms and conditions (excluding price) that are not more favorable to the acquiror than those specified in the ROFO Notice, subject to the other terms of this Section 5.3. Notwithstanding anything herein to the contrary, the Transferring Party may structure such sale in any manner it elects so long as it otherwise complies with the terms of this Section 5.3.

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If such sale to any Third Party is not consummated prior to the expiration of the Sale Period, then the process initiated by the delivery of the ROFO Notice shall have lapsed, and the Transferring Party will be required to repeat the process set forth in this Section 5.3 before entering into any agreement with respect to, or consummating, any sale of its Securities to any Third Party; provided that if a definitive agreement providing for the consummation of such sale is executed within the Sale Period but such sale has not been consummated at the expiration of the Sale Period solely as a result of a failure to receive the requisite authorization, approval or consent of any Governmental Body in respect of such sale, then the Sale Period shall be extended solely to the extent necessary to permit the receipt of all such authorizations, approvals or consents which are in process but have not been received from the relevant Governmental Body as of the original expiration date of the Sale Period and the consummation of the sale provided for in such definitive agreement; provided, further, that the Transferring Party shall have used its commercially reasonable efforts in seeking such authorizations, approvals and consents. In addition to the purchase of the Subject Securities, in connection with any sale pursuant to this Section 5.3(a)(ii) such Third Party may also purchase the outstanding Member Loans of the Transferring Party for a purchase price not greater than the then outstanding principal and accrued but unpaid interest thereunder (it being understood that with respect to Member Loans held by the Blocker Member, such repayment shall consist of (x) in the case that the Transferring Party is the Brookfield Group, a portion of such outstanding principal and accrued but unpaid interest equal to the aggregate amount of such Member Loans held by the Blocker Member multiplied by the Brookfield Blocker Ownership Percentage and (y) in the case that the Transferring Party is the GATX Group, a portion of such outstanding principal and accrued but unpaid interest equal to the aggregate amount of such Member Loans held by the Blocker Member multiplied by the GATX Blocker Ownership Percentage).

(b) Prior to the consummation of any Transfer pursuant to Section 5.3(a)(ii), the Transferring Party shall have delivered to the Board and to the Non-Transferring Member evidence reasonably satisfactory to the Board and to the Non-Transferring Member that the transferee is financially capable of carrying out the obligations and promptly paying all liabilities as and when due of the Transferring Party pursuant to this Agreement, the Blocker Member LLC Agreement and the Call Option Agreement (it being understood for the avoidance of doubt that the Blocker Units acquired by the transferee shall remain bound by the Call Options).

(c) For the avoidance of doubt, the Lock-Up Period as applied to any Member (and the applicable Transferring Parties related thereto) shall be deemed to end upon the occurrence of any Event of Default by or with respect to the other Member.

(d) Furthermore, notwithstanding anything contained in this Section 5.3 to the contrary, if the Defaulting Member is the GATX Member, the Brookfield Group shall not be required to deliver a Required Offer pursuant to, or otherwise comply with, Section 5.3(a), in order to Transfer the Subject Securities held by the Transferring Parties of the Brookfield Group to a Third Party, and the GATX Member shall have no right to purchase any such Subject Securities pursuant to the procedures set forth in Section 5.3(a); provided, that the provisions of Section 5.5(b) shall nevertheless apply to such Transfer. The Blocker Member shall control all aspects of the sale process associated with any such Transfer pursuant to this Section 5.3(d) (including the structuring thereof), and the GATX Member shall provide its reasonable cooperation as requested by the Blocker Member, subject to Section 5.3(a)(ii).

Section 5.4 Blocker Member Tag-Along Right.

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(a) In the event that the GATX Group proposes to effect a Transfer of all of the Subject Securities held by the GATX Group to a Third Party transferee in accordance with this Agreement (the “Tag-Along Buyer”) (such Transfer, a “Tag-Along Sale”), then the GATX Member shall give the Blocker Member written notice (a “Tag-Along Notice”) of such proposed Transfer concurrently with its delivery of the ROFO Notice pursuant to Section 5.3, setting forth (i) the purchase price, (ii) the identity of the Tag-Along Buyer, (iii) any other material terms and conditions of the proposed Transfer and (iv) the intended dates on which the applicable members of the GATX Group will enter into a definitive agreement in respect of such proposed Transfer and consummate such proposed Transfer.

(b) Upon delivery of a Tag-Along Notice, the Transferring Party of the Brookfield Group shall have the right to sell (or cause the sale of) all of the Subject Securities then held by such Transferring Party for the same form of consideration and pursuant to the same terms and conditions (including time of payment) as set forth in the Tag-Along Notice. If the Transferring Party of the Brookfield Group wishes to participate in the Tag-Along Sale, then the Blocker Member shall provide written notice to the GATX Member no less than thirty (30) days after the date of the Tag-Along Notice, indicating such election and shall be deemed to have declined its right to exercise its right of first offer pursuant to Section 5.3. Such notice shall constitute such Transferring Party’s binding agreement to sell all of the Subject Securities then held directly or indirectly by the Brookfield Group on the terms and subject to the conditions applicable to the Tag-Along Sale. At the consummation of the Tag-Along Sale, (i) the GATX Member shall Transfer all of the Company Securities held by the GATX Group, (ii) the applicable Affiliate of the GATX Member shall Transfer all of the Blocker Units held by the GATX Group, and (iii) the Brookfield Blocker Owner shall Transfer all of the Blocker Units held by the Brookfield Group to the Tag-Along Buyer (or its designee), and the Tag-Along Buyer shall pay the consideration due for such Subject Securities. Each holder of Subject Securities shall receive the same type of consideration, and in the same ratio, as received by the other holders, and the aggregate consideration payable for the Subject Securities shall be allocated among the holders in proportion to the Percentage Interests and the relative ownership of the Blocker Units.

(c) The Blocker Member may be required to make customary representations, warranties, covenants and indemnities in connection with the Tag-Along Sale, in each case not to exceed the equivalent obligations provided by the GATX Member; provided, that (i) liability for misrepresentation or indemnity shall (as between the GATX Member and the Blocker Member) be expressly stated to be several but not joint and each Member shall not be liable for any breach of covenants or representations or warranties as to the Securities of the other Member and shall not, in any event, be liable for more than its pro rata share (based on the proceeds to be received) of any liability for misrepresentation or indemnity, (ii) the Blocker Member shall benefit from any releases of sellers or other provisions in the transaction documentation of general applicability to sellers to the same extent as the GATX Member, (iii) the Blocker Member shall not be obligated to agree to any non-customary administrative covenants (such as any non-compete covenants that would restrict its or its Affiliates’ business activities), and (iv) the Blocker Member shall not be obligated to provide indemnification obligations that exceed its proceeds from the Tag-Along Sale.

(d) In the event that the Blocker Member elects to participate in such Tag-Along Sale, the GATX Member shall execute and deliver all related documentation and take such other action reasonably necessary to enter into definitive agreements in respect of and to consummate the proposed Tag-Along Sale in accordance with, and subject to the terms of, this Section 5.4.

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(e) In addition to the Transfer of Subject Securities in connection with a Tag-Along Sale pursuant to this Section 5.4, the Members shall cooperate to ensure that the Tag-Along Buyer purchases or causes the repayment of all outstanding Member Loans held by the GATX Member, and all outstanding Member Loans (as defined in the Blocker Member LLC Agreement) issued by the Blocker Member to its members, with such purchase price or repayment amount equaling the then outstanding principal and accrued but unpaid interest thereunder.

Section 5.5 Drag-Along Rights.

(a) Notwithstanding anything to the contrary in this Agreement, but subject to Section 5.5(g), beginning on the Drag-Along Commencement Date, the Blocker Member shall be entitled to sell (or cause the sale of) all of the Subject Securities then held directly or indirectly by the Brookfield Group; provided, that if at any time Make-Up Call Options have been exercised and consummated for all outstanding Expired Call Options, the Blocker Member’s rights pursuant to this Section 5.5 shall be suspended until the next Drag-Along Commencement Date, if any. In the event that the Blocker Member intends to effect a sale (including pursuant to Section 5.3(c)) of all of such Securities pursuant to this Section 5.5 (a “Drag-Along Sale”), then subject to Section 5.5(g) the GATX Member shall be required to Transfer (or cause to be Transferred) all of the Subject Securities held by the GATX Group to the same Third Party buyer (the “Drag-Along Buyer”) (or to such other Affiliate of the Drag-Along Buyer as the Drag-Along Buyer directs) in accordance with the provisions of this Section 5.5 (such right of the Blocker Member, the “Drag-Along Right”).

(b) If the Blocker Member intends to elect to exercise the Drag-Along Right pursuant to Section 5.5(a), then the Blocker Member shall send a written notice to the GATX Member (a “Drag-Along Process Launch Notice”) at least thirty (30) days prior to its intent to pursue a Drag-Along Sale. Brookfield shall be entitled to initiate a sale process upon delivery of the Drag-Along Process Launch Notice, and Blocker Member shall control all aspects (including in respect of transaction structuring; provided, that such structuring shall not adversely impact the rights of the GATX Member under this Section 5.5), and GATX Member shall reasonably cooperate (subject to the express provisions of Section 5.5(e)) with respect to any request by Blocker Member in connection with, such sale process. Notwithstanding anything herein to the contrary, at any time when the earliest Call Option Expiration Date related to an Expired Call Option for which no Make-Up Call Option has been exercised is more than forty-eight (48) months prior to such time, then, subject to Section 5.5(j), the Brookfield Group shall have the right (a “Brookfield Acquisition Right”), subject to Section 5.5(j), to require the GATX Group to sell to the Brookfield Group all of the Subject Securities held, directly or indirectly, by any member of the GATX Group on the same terms and conditions that would otherwise apply to a sale made pursuant to a Required Offer, except that the purchase price, expressed on a 100% enterprise value basis, shall be equal to seventy percent (70%) of the Company Group NBV.

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(c) Following the expiration of the Make-Up Call Option Window, the Blocker Member shall have one hundred twenty (120) days to execute definitive documentation with respect to any Drag-Along Sale, subject to the conditions set forth herein. The Blocker Member shall control all aspects of the sale process associated with any Drag-Along Sale (including in respect of transaction structuring; provided, that such structuring shall not adversely impact the rights of the GATX Member under this Section 5.5), and the GATX Member shall (subject to the express provisions of Section 5.5(e)) provide its reasonable cooperation as requested by the Blocker Member. Prior to executing a definitive purchase agreement with respect to a Drag-Along Sale, the Blocker Member shall deliver written notice to the GATX Member setting forth the proposed purchase price (expressed on a 100% enterprise value basis) for the Drag-Along Sale and a true and correct copy of the proposed definitive purchase agreement in substantially final form for the Drag-Along Sale (the “Drag-Along Execution Notice”).

(d) In connection with any Drag-Along Sale, subject to any agreements, covenants, documents and other instruments reasonably requested by the potential acquirer, (i) subject to Section 5.5(e), the sale by the GATX Group of all of their Subject Securities to the Drag-Along Buyer shall be on the same terms and conditions applicable to the sale by the Brookfield Group of all of their Subject Securities pursuant thereto, (ii) each holder of Subject Securities shall receive the same type of consideration, and in the same ratio, as received by the other holders and (iii) the aggregate consideration payable for the Subject Securities sold in such Drag-Along Sale shall be allocated first, among the Members in proportion to their respective Percentage Interests, and then second from the portion payable in respect of Blocker Member and the Blocker Units, among the holders of Blocker Units in proportion to their respective ownership percentages of Blocker Units, such that the Brookfield Group receives the Equity Consideration applicable to its Subject Securities, and the GATX Group receives the Equity Consideration applicable to its Subject Securities.

(e) In the event that the Blocker Member elects to exercise the Drag-Along Right, the GATX Member shall:

(i) execute and deliver all related documentation and take such other action reasonably necessary to enter into definitive agreements (including making Fundamental Representations and Warranties) in respect of and to consummate the proposed Drag-Along Sale in accordance with, and subject to the terms of, this Section 5.5; provided, that in no event shall GATX Member or any of its Affiliates be required to enter into any non-competition restriction in connection with a Drag-Along Sale;

(ii) negotiate in good faith a transition services agreement and/or an extension of the Management Services Agreement as requested by the Drag-Along Buyer; provided, that the GATX Member shall not be required to (A) agree to any transition services for a term in excess of twenty-four (24) months or at a price that is less than the GATX Member’s costs or (B) perform any obligation in connection with such transition services agreement that would reasonably be expected to result in a violation of applicable Law; and

(iii) upon and after the consummation of the Drag-Along Sale, continue to perform its obligations under the Management Services Agreement on the terms and conditions set forth in the Management Services Agreement in effect as of immediately prior to the consummation of such Drag-Along Sale; provided, that the term of the Management Services Agreement shall not exceed five (5) years from the date of such consummation unless otherwise agreed by the GATX Member.

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(f) At the consummation of the Drag-Along Sale, the GATX Member shall Transfer all of the Subject Securities held by the GATX Group to the Drag-Along Buyer (or its designee), and the Drag-Along Buyer shall pay the Equity Consideration due for such Subject Securities in accordance with Section 5.5(d). If the GATX Member has, due to its own fault, failed, as of immediately prior to the time that the consummation of the Drag-Along Sale would otherwise have occurred, to have taken all actions necessary in accordance with this Agreement to consummate the Transfer of the Securities held by it, then the GATX Member shall be deemed to have granted (and hereby grants, contingent only upon the occurrence of such failure) an irrevocable appointment of any Person nominated for the purpose by the Blocker Member to be the GATX Member’s agent and attorney-in-fact to execute all necessary documentation and instruments on its behalf to Transfer the GATX Member’s Securities to the Drag-Along Buyer (or as it may direct) as the holder thereof, in each case consistent with the terms set forth in this Section 5.5.

(g) Notwithstanding the foregoing, the GATX Member may reject a Drag-Along Sale, and Blocker Member shall not have the right to effectuate a Drag-Along Sale, if:

(i) the aggregate purchase price payable by the Drag-Along Buyer, expressed on a 100% enterprise value basis, would be less than the then-applicable Minimum Required Drag-Along Price determined as of the date of the applicable Drag-Along Execution Notice, in which event (1) the GATX Group shall not be required to sell their Subject Securities and (2) the Blocker Member shall be prohibited from selling (or causing the sale of) Subject Securities held by the Brookfield Group unless (3) such sale is pursuant to and permitted by the terms and conditions of this Agreement and (4) the aggregate purchase price payable for such Securities, expressed on a 100% enterprise value basis, is equal to or greater than the Minimum Required Drag-Along Price; or

(ii) the GATX Member exercises a Make-Up Call Option with respect to each outstanding Expired Call Option within the Make-Up Call Option Window; provided, that, for the avoidance of doubt, the Blocker Member shall retain the right to pursue a Drag-Along Sale in accordance with this Section 5.5 in the event of any future Expired Call Option for which a Make-Up Call Option has not been exercised.

(h) After Blocker Member’s delivery to GATX Member of a Drag-Along Execution Notice, and if the proposed purchase price for the Drag-Along Sale set forth in such Drag-Along Execution Notice, expressed on a 100% enterprise value basis, equals or exceeds the then-applicable Minimum Required Drag-Along Price, Blocker Member may to elect to (i) proceed with the Drag-Along Sale with the Drag-Along Buyer in accordance with the terms and conditions set forth in this Section 5.5 or (ii) purchase all of the GATX Group’s Subject Securities on the same terms and conditions, and for the same price, as set forth in the Drag-Along Execution Notice.

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(i) In addition to the Transfer of Subject Securities in connection with a Drag-Along Sale pursuant to this Section 5.5, the Members shall cooperate to ensure that the Drag-Along Buyer purchases or causes the repayment of all outstanding Member Loans held by the GATX Member, and all outstanding Member Loans (as defined in the Blocker Member LLC Agreement) issued by the Blocker Member to its members, for a repayment amount equal to the then outstanding principal and accrued but unpaid interest thereunder.

(j) If the Brookfield Group desires to exercise the Brookfield Acquisition Right, then Blocker Member shall send a written notice to the GATX Member (a “Brookfield Acquisition Right Exercise Notice”) at least thirty (30) days prior to the exercise by the Brookfield Group of the Brookfield Acquisition Right. Upon its receipt of the Brookfield Acquisition Right Exercise Notice, the GATX Member shall have the right to exercise within the Make-Up Call Option Window a Make-Up Call Option with respect to each outstanding Expired Call Option then outstanding as of the date of the receipt by GATX Member of such Brookfield Acquisition Right Exercise Notice. If the GATX Member wishes to exercise any Make-Up Call Option, then the GATX Member shall deliver a Make-Up Call Option Notice (as defined in the Call Option Agreement) pursuant to Section 2.3 of the Call Option Agreement. The Call Option Closing (as defined in the Call Option Agreement) with respect to any such exercised Make-Up Call Option shall occur in accordance with Section 2.3 of the Call Option Agreement and, for the avoidance of doubt, no sale pursuant to the Brookfield Acquisition Right shall occur prior to such Call Option Closing. If the GATX Member does not deliver a Make-Up Call Option Notice within the Make-Up Call Option Window, then the Brookfield Group may elect to require the sale pursuant to the Brookfield Acquisition Right.

Section 5.6 Preemptive Rights.

(a) The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Company Securities that the Company may from time to time issue after the date of this Agreement (the “Preemptive Right”). In the event the Company proposes to undertake an issuance of New Company Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Company Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Company Securities, the cash purchase price and the general terms upon which it proposes to issue such New Company Securities. Each Member shall have ten (10) Business Days from the date of its receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Company Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Company Securities to be purchased (not to exceed such Member’s Preemptive Right Share). If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Company Securities.

(b) If a Member does not exercise its Preemptive Right or elects to purchase less than all of its Preemptive Right Share (in each case, the “Outstanding Preemptive Right Share”), the Company shall notify the other Member(s) within three (3) Business Days of the expiration of the Preemptive Right Notice Period (the “Outstanding Preemptive Right Share Notice”). The other Member(s) shall have the right to purchase their pro rata share of the amount of any Outstanding Preemptive Right Share on the same terms and conditions as specified in the Preemptive Right Participation Notice. Each such other Member shall have five (5) Business Days from the date of receipt of the Outstanding Preemptive Right Share Notice to agree in writing to purchase in cash such Member’s pro rata share of the Outstanding Preemptive Right Share.

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(c) Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 5.6 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Company Securities described in the Preemptive Right Participation Notice with respect to any New Company Securities not elected to be purchased pursuant to this Section 5.6 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice.

ARTICLE VI

MEMBER APPROVAL MATTERS

Section 6.1 Member Approval Matters. Notwithstanding anything to the contrary in this Agreement, the following actions shall require the approval of each of the Blocker Member and the GATX Member, and the Company shall not cause or permit, in each case, without the prior written consent of each of the Blocker Member and the GATX Member (“Unanimous Member Approval”); provided, however, that at any time that a Member is a Defaulting Member, the actions set forth in the following clauses (f), (g) and (n) (only in respect of replacement of any guaranty by the GATX Member (or its Affiliate) of any Indebtedness of the Company or its Subsidiaries) shall not require the consent of the Defaulting Member and shall only require the consent of the other Member; provided, further, that at any time a Member is a Defaulting Member under Section 3.1(a)(ii)(1) or Section 3.1(a)(iii)(1), as applicable, the actions set forth in clause (e) shall not require the consent of such Defaulting Member and shall only require the consent of the other Members:

(a) any amendment or modification to any Organizational Document of the Company or any of its Subsidiaries, other than ministerial amendments thereto;

(b) the formation of, or delegation of responsibilities, duties and powers to, any committee of the Board other than the Audit and Risk Committee;

(c) any non-pro rata repurchase, redemption, cancellation or other alteration of any Equity Interests issued by the Company or any of its Subsidiaries;

(d) any material change to any nature of the existing business of the Company or any of its Subsidiaries;

(e) (i) the filing of a petition seeking relief, or the consent to the entry of a decree or order for relief in an involuntary case, under the bankruptcy, rearrangement, reorganization or other debtor relief Laws of the United States or any state or any other competent jurisdiction or a general assignment for the benefit of its creditors by the Company or any of its Subsidiaries or (ii) the dissolution of the Company pursuant to Section 3.2(a)(i) or any of its Subsidiaries; (f) any (i) capital call by the Company or any of its Subsidiaries, or (ii) delivery of any Funding Request Notice pursuant to Section 4.2(a);

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(g) the issuance of (i) any Company Securities or (ii) any Equity Interests by any of the Company’s Subsidiaries to any Person that is not the Company or one of its Subsidiaries;

(h) the transfer, sale or other disposition, whether by way of asset sale, stock sale, merger or otherwise, of all or substantially all of the assets of the Company and the Company’s Subsidiaries, taken as a whole (it being understood, for the avoidance of doubt, that this Section 6.1(h) shall not be deemed to restrict a Transfer of Company Securities that is otherwise permitted hereunder);

(i) the entry into, amendment or termination of, or waiver of any material right under, any Related Party Transactions by the Company or any of its Subsidiaries; provided that if a Member becomes aware of a Related Party Transaction entered into without first obtaining the other Member’s consent pursuant to this Section 6.1(i), such Member shall promptly inform, and obtain the consent of, the other Member with respect to such Related Party Transaction;

(j) either (i) the taking of any action that would reasonably be expected to adversely affect the Tax position of the Company or any of its Subsidiaries or any Person owning an Equity Interest in the Company by (1) resulting in a change in the percentage of an equity owner’s direct ownership in the Company, (2) triggering “phantom” income or an acceleration of the recognition of income by a Member or (3) requiring a change in the method of accounting for Equity Interest in the Company or (ii) making, changing or revoking any material Tax election of the Company or any of its Subsidiaries;

(k) any change in the U.S. tax classification of (i) the Company or each of its U.S. subsidiaries (if any) as other than a flow-through entity and (ii) each of the non-U.S. subsidiaries of the Company (including GABX Canadian Sub) as other than an association taxable as a corporation;

(l) the resolution or settlement by the Company or any of its Subsidiaries of any Tax audit, Tax examination or other administrative or judicial proceeding relating to Taxes of the Company Group;

(m) the acquisition or disposition by the Company or any of its Subsidiaries, directly or indirectly, of any securities or any subsidiaries, but excluding the establishment of a subsidiary in Mexico to implement a lease-in, lease-out structure as customarily used in the railcar leasing business;

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(n) the incurrence or refinancing of Indebtedness of the Company or any of its Subsidiaries if such incurrence of refinancing would reasonably be expected to cause a deviation from the Leverage Policy; (o) the material amendment or material modification of any material policies of the Company or any of its Subsidiaries, including the Leverage Policy, the distribution policy set forth in Section 4.4, accounting policy, the health and safety policy and the anti-corruption policy; provided, that (i) to the extent that GATX Member and its Affiliates have adopted bona fide policies that are generally applicable to GATX Member and its Affiliates as of the Effective Date that have been disclosed to the Blocker Member prior to the Effective Date, such policies shall also be deemed to be approved as of the Effective Date for the Company Group; and (ii) to the extent a subsequent amendment or modification is being made to correspond to a bona fide change in a corresponding policy applicable to GATX Member and its Affiliates and such change will not have an adverse effect on the Blocker Member, the approval of Blocker Member shall not be unreasonably withheld, conditioned or delayed;

(p) the undertaking of any merger, consolidation, plan or scheme of arrangement, business combination or other similar transaction involving the Company or any of its Subsidiaries, or any other fundamental transaction such as a restructuring or recapitalization;

(q) the undertaking of any transaction involving the capitalization of the Company or any of its Subsidiaries, including the issuance, repurchase, redemption, cancellation or other alteration of any shares, shareholder loans or other equity or debt instruments in the Company, to the extent such transaction is not approved pursuant to the Annual Budget;

(r) the entrance into any joint venture, partnership or similar agreement by the Company or any of its Subsidiaries;

(s) the approval or amendment of the Annual Budget and Business Plan;

(t) the appointment or changing of the Company’s auditor unless such auditor is an Approved Auditor;

(u) (i) the Company or any of its Subsidiaries employing any individual or entering into or amending the terms of such employment or (ii) compensation decisions with respect to any employees or officers of the Company or any of its Subsidiaries;

(v) the listing of any Equity Interests of the Company on any stock exchange;

(w) the (i) commencement (or decision not to commence where such decision is presented to the Board) any legal action against any Third Party, where the monetary amount of damages, penalties or other basis of claims is an amount greater than five million dollars ($5,000,000) or such legal action is otherwise material to the Company or its Subsidiaries, or the settlement of any such legal action is for less than the amount claimed by the Company or any of its Subsidiaries, or (ii) settlement of any legal action brought by a Third Party against the Company or any of its Subsidiaries where (x) the monetary damages or penalties is an amount greater than five million dollars ($5,000,000), (y) such settlement does not include a complete and unconditional release of the Company and its Subsidiaries from any and all liabilities in respect of such legal action or (z) such settlement restrains any actions of the Company or its Subsidiaries;

(x) any individual Lease Restructuring, or group of related Lease Restructurings, with a net reduction of committed rent (such reduction to be offset, for the avoidance of doubt, by any early termination fee or other proceeds received by the Company in connection with any individual Lease Restructuring) to the Company or any of its Subsidiaries of more than five hundred thousand dollars ($500,000); or (y) the entry into any binding agreement or arrangement by the Company or any of its Subsidiaries to effect any of the foregoing actions.

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Section 6.2 Blocker Member Approval Matters. Notwithstanding anything to the contrary in this Agreement, the following actions shall require the approval of the Blocker Member (in addition to approval of the Manager and the Board), and the Company shall not cause or permit, in each case, without the prior written consent of the Blocker Member (“Blocker Member Approval”):

(a) any Asset Disposition by the Company Group for a Disposition Value of (i) more than fifty million dollars ($50,000,000) in an individual transaction or series of related transactions or (ii) more than one hundred million dollars ($100,000,000) in the aggregate in one (1) Fiscal Year;

(b) any Unbudgeted Discretionary Expenditures that exceed fifty million dollars ($50,000,000) in the aggregate determined on a cumulative basis commencing on the Closing Date (as defined in the Purchase Agreement);

(c) any Modification Expenditure by the Company or any of its Subsidiaries;

(d) any amendment of the Management Services Agreement; or

(e) the entry into any binding agreement or arrangement by the Company or any of its Subsidiaries to effect any of the foregoing actions.

Section 6.3 Inflation Adjustments and Resets of Dollar Thresholds.

(a) Each dollar threshold set forth in Sections 6.1 and 6.2(a) shall be increased or decreased, commencing in the first full Fiscal Year following the Effective Date, by an amount equal to (i) the Inflation Factor applicable to the first day of such Fiscal Year multiplied by (ii) the amount of such threshold as in effect in the immediately preceding Fiscal Year.

(b) If during any Fiscal Year a Unanimous Member Approval or Blocker Member Approval becomes necessary due to the application of any dollar threshold set forth in Section 6.1 or 6.2, then in connection with such Unanimous Member Approval or Blocker Member Approval, the Members shall also discuss in good faith the approval of additional dollar amounts to authorize related activities for the remainder of such Fiscal Year so that the Manager may conduct operations in the ordinary course of business consistent with past practices.

ARTICLE VII

OTHER COVENANTS AND AGREEMENTS

Section 7.1 Books and Records. The Company shall, and shall cause the Manager to, keep and maintain books and records of accounts, Tax Returns, financial information and all matters pertaining to the Company and its Subsidiaries at the principal offices and place of business of the Company in a commercially reasonable manner.

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Each Member (other than any Defaulting Member) and its duly authorized Representatives shall have the right to, at reasonable times during normal business hours, upon reasonable notice, under supervision of the Manager’s personnel and in such a manner as to not unreasonably interfere with the normal operations of the Manager or that creates an unreasonable burden on the Manager: (i) visit and inspect the existing books and records of the Company Group, and, at its expense, make copies of and take extracts from any existing books and records of the Company Group and (ii) request and review any existing information or existing records related to the Company Group’s rail portfolio and the properties on which the rail portfolio may be situated. Each Member shall reimburse the Company for all documented out-of-pocket costs and expenses incurred by the Company in connection with such Member’s exercise of its inspection and information rights pursuant to this Section 7.1.

Section 7.2 Manager Reports. The Manager shall:

(a) provide to each Member the Manager Reports (as defined in the Management Services Agreement) in accordance with the Management Services Agreement; and

(b) hold a monthly telephonic or electronic meeting with the Board, which such meeting shall include the Directors appointed by the Blocker Member, to provide a business update.

Section 7.3 Other Business; Corporate Opportunities.

(a) To the extent permitted by applicable Law, any Member and any Affiliate of any Member may engage in, possess an interest in or otherwise be involved in other business ventures of any nature or description, independently or with others, similar or dissimilar to the businesses of the Company and its Subsidiaries, and neither the Company and its Subsidiaries nor any other Member shall have any rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the businesses of the Company, shall be deemed not to be wrongful or improper so long as it is consistent with all Laws applicable to the Company and its Subsidiaries; provided, that if the Blocker Member or its Controlled Affiliates enter into competition with the Company Group by owning or operating a railcar leasing company, then the Manager Reports and other information provided by Manager pursuant to the Management Services Agreement and/or the Company to its Members and/or the Directors may be modified or redacted so as to exclude competitively sensitive information regarding businesses and assets of the GATX Group other than the Company Group and its business.

(b) The Company and each Member expressly acknowledge and agree that (i) neither the Members nor any of their respective Affiliates or Representatives shall have any duty to communicate or present an investment or business opportunity to the Company in which the Company may, but for the provisions of this Section 7.3, have an interest or expectancy (a “Corporate Opportunity”), and (ii) neither of the Members nor any of their respective Affiliates or Representatives (even if such Person is also an Officer or Director of the Company) shall be deemed to have breached any duty or obligation to the Company by reason of the fact that such Person pursues or acquires a Corporate Opportunity for itself or directs, sells, assigns or transfers such Corporate Opportunity to another Person or does not communicate information regarding such Corporate Opportunity to the Company. The Company and each Member expressly renounce any interest in Corporate Opportunities and any expectancy that a Corporate Opportunity will be offered to the Company.

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(c) For the avoidance of doubt, nothing in this Section 7.3 shall be deemed to supersede, modify, limit or in any way affect any of the obligations of the Manager under the Management Services Agreement.

Section 7.4 Compliance with Laws.

(a) The Company shall not, and shall cause its Subsidiaries and Representatives not to, in the course of their actions for, or on behalf of, any member of the Company Group:

(i) offer, promise, provide or authorize the provision of, or request, accept, or agree to accept any money, property, contribution, gift, entertainment or other thing of value, directly or indirectly, to or from any government official or Person, to unlawfully influence official action or secure an improper advantage, or to unlawfully encourage the recipient to improperly influence or affect any act or decision of any Governmental Body, in each case, in order to assist any member of the Company Group in obtaining or retaining business, or otherwise act in violation of any applicable Anti-Corruption Laws;

(ii) violate any applicable Anti-Money Laundering Laws;

(iii) engage in any unlawful dealings or transactions with or for the benefit of any Sanctioned Person or otherwise violate Sanctions; or

(iv) violate any applicable FDI Law.

(b) The Company shall promptly notify the Members of (i) any allegations of misconduct by any member of the Company Group or any actions, suits or proceedings by or before any Governmental Body to which any member of the Company Group becomes a party, or to which the Company becomes aware that any Representative of the Company Group (in relation to such Representative’s actions for, or on behalf of, any member of the Company Group) is a party, in each case, relating to any breach or suspected breach of any applicable Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or FDI Laws or (ii) any fact or circumstances of which it becomes aware that would reasonably be expected to result in a breach of this Section 7.4.

(c) The Company and its Subsidiaries shall implement and maintain, or cause the Manager to implement and maintain, policies and procedures and a system of internal controls to ensure compliance by the Company, its Subsidiaries, their respective directors, officers, employees and agents (in their capacity as such) and Affiliates with Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions and FDI Laws.

(d) Each Director may confer with the Member that appointed such Director regarding any allegations of misconduct by any member of the Company Group relating to any breach or suspected breach of any applicable anti-terrorism Laws, Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or FDI Laws.

(e) Each Member shall, and shall use its commercially reasonable efforts to procure that its Representatives in the course of their actions for, or on behalf of, such Member or its Affiliates, comply in all respects with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and FDI Laws applicable to such Persons.

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Section 7.5 Confidentiality.

(a) Each Member shall, and shall cause its Representatives to, keep confidential and not divulge any information (including all budgets, business plans and analyses) concerning the Company and its Subsidiaries, including their respective assets, business, operations, financial condition and prospects (“Confidential Information”), and to use such Confidential Information only in connection with the operation of the Company and its Subsidiaries or such Member’s administration of its investment in the Company or, in the case of Manager, to fulfill obligations under, and perform the duties contemplated by, the Management Services Agreement; provided that nothing herein shall prevent any Member from disclosing such Confidential Information (i) upon the Order of any court or administrative agency, (ii) upon the request or demand of any Governmental Body having jurisdiction over such party, (iii) to the extent compelled by legal process or required or requested pursuant to subpoena, interrogatories or other discovery requests, (iv) to the other Parties, (v) in connection with a Tax matter, (vi) to such Member’s Representatives that in the reasonable judgment of such Party need to know such Confidential Information or (vii) to any potential Permitted Transferee in connection with a proposed Transfer of Membership Interests from a Member so long as such transferee agrees to be bound by the provisions of this Section 7.5 as if a Member; provided, further, that in the case of clauses (i), (ii) or (iii), such Member shall, to the extent legally permissible, notify the other Parties of the proposed disclosure as far in advance of such disclosure as practicable and use reasonable efforts to ensure that any Confidential Information so disclosed is accorded confidential treatment, when and if available.

(b) Notwithstanding anything to the contrary set forth herein, Blocker Member shall be entitled to disclose Confidential Information to the Brookfield Group and their respective equity holders, managers, officers, directors, trustees, partners, employees, agents, accountants, representatives, professional consultants, potential or existing lenders and potential or existing investors or purchasers on a need-to-know-basis (which may include providing reports to such Persons in the ordinary course of business), subject to the following:

(i) Blocker Member shall inform any Person that receives Confidential Information pursuant to this Section 7.5(b) that such information is confidential and instruct such Person (A) to keep such Confidential Information confidential, (B) not to disclose Confidential Information to any Third Party (other than those Persons to whom such Confidential Information has already been disclosed in accordance with the terms of this Agreement) and (C) not to use such Confidential Information for any purpose other than as contemplated by Section 7.5(a);

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(ii) Blocker Member shall not disclose Confidential Information to the extent relating to businesses of GATX Member and its Affiliates (other than the business of the Company Group) to any Person other than Directors appointed by Blocker Member and employees of Brookfield Infrastructure Group LLC who need to know such Confidential Information; and (iii) Blocker Member shall not disclose any Confidential Information to any other portfolio company of the Brookfield Group; provided, however, that in no event shall any portfolio company of the Brookfield Group be deemed to have been provided with access to Confidential Information solely as a result of any employee of the Brookfield Group acting as a director, board observer, or board committee member of such portfolio company (such employee, a “Dual Hat Person”) so long as such employee does not provide any Confidential Information to the other directors, officers or employees of such portfolio companies (other than another Dual Hat Person) and such Dual Hat Person does not use any Confidential Information in any way in their capacity as the director of such portfolio companies; provided, however, that nothing in this Section 7.5(b)(iii) shall be deemed to authorize any Director to be a Dual Hat Person if acting in such capacity would constitute a violation of Antitrust Law.

(c) The restrictions in Section 7.5(a) shall not apply to information that (i) is or becomes generally available to the public other than as a result of a disclosure by a Member or any of its Representatives in violation of this Agreement, (ii) is or becomes available to a Member or any of its Representatives on a non-confidential basis prior to its disclosure to the receiving Member and any of its Representatives, (iii) is or has been independently developed or conceived by such Member or its Affiliates without use of the Company’s or any of its Subsidiaries’ Confidential Information or (iv) becomes available to the receiving Member or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Subsidiaries, any other Party or any of their respective Representatives; provided that such source is not known by the recipient of the information to be bound by a confidentiality agreement with the disclosing party or any of its Representatives.

(d) Each Party shall inform any Representatives to whom it provides Confidential Information that such information is confidential and instruct them (i) to keep such Confidential Information confidential and (ii) not to disclose Confidential Information to any Third Party (other than those Persons to whom such Confidential Information has already been disclosed in accordance with the terms of this Agreement). The disclosing Party shall be responsible for any breach of this Section 7.5 by the Person to whom the Confidential Information is disclosed.

(e) The restrictions in Section 7.5(a) shall not restrict any Member and its Affiliates from disclosing any Confidential Information required to be disclosed under applicable securities Laws or the rules of any stock exchange on which any of their securities are traded.

(f) Notwithstanding anything herein to the contrary, the provisions of this Section 7.5 shall survive the termination of this Agreement for a period of three (3) years and, with respect to each Member, shall survive for a period of three (3) years following the date on which such Member is no longer a Member. The provisions of this Section 7.5 shall supersede the provisions of any non-disclosure agreements entered into by the Company (or its Affiliates) and any of the Members (or their respective Affiliates) with respect to the transactions contemplated hereby prior to the Effective Date.

Section 7.6 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of Representatives and other Advisors, incurred in connection with this Agreement and with the continuing relationship between the Company and its Members, and among any of them, shall be paid for by the Party incurring such costs and expenses.

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Section 7.7 Budget; Business Plan.

(a) The initial budget for the Company and its Subsidiaries, presented on both a consolidated basis and a by-subsidiary basis, including the itemized revenues, expenses, capital expenditures, interest costs, all other cash flow items and the aggregate capital expenditure budget (the “Annual Budget”) and the subsequent five-year financial forecast covering the next five (5) full Fiscal Years, commencing with the Fiscal Year starting in the following January, for the Company and its Subsidiaries, presented on both a consolidated basis and a by-subsidiary basis, including the itemized revenues, expenses, capital expenditures, interest costs and all other cash flow items (the “Business Plan”) are attached hereto as Exhibit A and Exhibit B, respectively.

(b) The Board and the Members shall work in good faith to approve the Annual Budget and Business Plan for the next Fiscal Year no later than September 15 of each year (the “Approval Date”). The Manager shall present to the Board, and the Board shall be entitled to receive, no later than August 15 of each year an annual presentation of the proposed Annual Budget for the upcoming Fiscal Year and corresponding proposed Business Plan, each of which shall be prepared in the same form as the initial Annual Budget and Business Plan attached hereto and in good faith and upon reasonable assumptions.

(c) If the Board and the Members fail to approve the proposed Annual Budget and Business Plan by the Approval Date in accordance with the terms of this Agreement (a “Budget Deadlock”), then such Budget Deadlock shall be submitted to the chief executive officer or global head (or equivalent) of each Member. If such individuals are not able to resolve such Budget Deadlock after good faith discussions within ten (10) Business Days of receipt of such Budget Deadlock, then the annual budget for the upcoming Fiscal Year set forth in the most recently approved Business Plan shall take effect and remain in effect until the Board and the Members approve an Annual Budget and Business Plan in accordance with the terms of this Agreement.

Section 7.8 Debt and Guaranty Matters; Emergency Funding.

(a) The GATX Member shall provide prompt written notice to the Blocker Member in the event that a negative watch is placed on, or any downgrade occurs in respect of, the GATX Member by a credit rating agency (or the GATX Member obtains notice from any credit rating agency that it intends to issue the same).

(b) If any member of the GATX Group or Brookfield Group (a “Parent Guarantor”) is required to pay (a “Guaranty Payment”) to any beneficiary any amount pursuant to any guaranty provided by such Parent Guarantor on behalf of the Company or its Subsidiaries, including the GATX Acquisition Financing Guaranty, then the Company shall within thirty (30) days of receipt of written notice from such Parent Guarantor pay or cause to be paid to such Parent Guarantor or its designated Affiliate by wire transfer of immediately available funds an amount equal to such Guaranty Payment.

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(c) If the Company does not pay or cause to be paid to the applicable Parent Guarantor or its Affiliate the amounts required pursuant to clause (b) above within thirty (30) days after receipt of written notice, then the Company shall be deemed to have borrowed funds as a Member Loan from the GATX Member or the Blocker Member, as applicable, in the amount of the Guaranty Payment; provided, that if a member of the Brookfield Group is such Parent Guarantor and this Section 7.8(c) applies, the Blocker Member shall also be deemed to have borrowed funds as a Member Loan (as defined in the Blocker Member LLC Agreement) from the Brookfield Blocker Owner in a corresponding amount and on equivalent terms; provided, further, that, in accordance with Section 4.2(e) of the Blocker Member LLC Agreement, any funds used by the Company to repay the Member Loan shall be used exclusively by the Blocker Member to repay the corresponding Member Loan issued by the Blocker Member to the Brookfield Blocker Owner. With respect to the amount of any Member Loans deemed to be issued pursuant to this Section 7.8(c), the Company shall promptly issue a Funding Request Notice pursuant to Section 4.2 and use the proceeds thereof, if any, to repay the Member Loans deemed to be issued pursuant to this Section 7.8(c).

(d) If the GATX Member reasonably determines that a default by any member of the Company Group with respect to any Indebtedness of the Company Group would be reasonably likely to occur without the contribution by the Members to the Company of additional capital, then, upon notice thereof from the GATX Member to the Company, the Board shall consider such request and, if the Board, with Unanimous Member Approval pursuant to Article VI hereof, agrees with such determination of the GATX Member, the Board shall direct the Company to provide a Funding Request Notice to the Members in which the Members may elect to participate as set forth in Section 4.2. If either the Board and/or the Blocker Member does not approve the issuance of the Funding Request Notice referred to in the foregoing sentence within ten (10) days following its receipt of such notice from the GATX Member, then the GATX Member may provide to the Company funds in an aggregate amount that the GATX Member reasonably believes would prevent such default by any member of the Company Group with respect to any Indebtedness of the Company Group, and any funds so contributed by the GATX Member to the Company shall be deemed to be a Member Loan in such amount for all purposes hereunder, which Member Loan will have a term of five (5) years, be prepayable in whole or in part by the Company Group at any time without penalty, and shall bear interest at the then-current interest rate payable on a five (5) year treasury note as published by the Federal Reserve Board plus three percent (3%).

Section 7.9 Related Party Transactions. In the event the Company or a Member becomes aware of any material breach or material default by a Member or its Affiliates or any member of the Company Group under any Related Party Transaction (a “Related Party Transaction Default”), the Company or such Member, as applicable, shall promptly, but in any event within five (5) Business Days after becoming aware of such Related Party Transaction Default, send a written notice (a “Related Party Transaction Default Notice”) to the Members and the Company, if applicable, setting forth in reasonable detail the nature of such Related Party Transaction Default and the reasonable estimate of the current and future anticipated losses associated with such Related Party Transaction Default with supporting calculations (to the extent feasible to make a reasonable estimate at such time). After delivery of such Related Party Transaction Default Notice to the Members, the Company (and, if the Company did not provide the Related Party Transaction Default Notice, the applicable Member) shall promptly provide the Member that is not affiliated with such Related Party Transaction with any additional information reasonably requested by such Member relating to the Related Party Transaction Default.

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The defaulting party under such Related Party Transaction shall have thirty (30) days to fully cure any monetary or non-monetary Related Party Transaction Default, subject to and consistent with applicable Law. In the event that any material alleged Related Party Transaction Default is not timely cured in accordance with the preceding sentence, the Member that is not affiliated with the applicable Related Party Transaction shall have the sole right to cause the Company and its Subsidiaries to take, or refrain from taking, any actions in connection with the enforcement of or compliance with the rights or obligations of the Company or any of its Subsidiaries under the terms of the applicable Related Party Transaction, including the commencement of any action, suit, proceeding or other action on behalf of the Company or any of its Subsidiaries.

Section 7.10 Railcar Marks. To the extent that Brookfield Blocker Owner or any of its Affiliates requires a license to any of the Transferred Reporting Marks (as defined in the Purchase Agreement) to operate the business associated with the B Buyer Transferred Assets (as defined in the Purchase Agreement) or any portion thereof, the Company hereby agrees to grant Brookfield Blocker Owner and its Affiliates a non-exclusive, royalty-free, fully paid-up, transferable and sublicensable license to the Transferred Reporting Marks with respect to the same.

ARTICLE VIII

TAX MATTERS

Section 8.1 Tax Classification. The Members intend that the Company shall be treated as a partnership for U.S. federal income (and applicable state and local income and franchise) Tax purposes. Each Member and the Company shall file all Tax Returns, and otherwise take all Tax and financial reporting positions, in a manner consistent with such treatment. Neither the Members nor the Company shall make any election under Treasury Regulations Section 301.7701-3, or any comparable provisions of state or local law, to treat the Company as an entity other than a partnership for U.S. federal income Tax (or applicable state or local income or franchise Tax purposes).

Section 8.2 Partnership Representative. Unless otherwise determined by the Board, the Manager is hereby designated the Partnership Representative of the Company and its Subsidiaries, and is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS or any other Taxing Authority, taking such other action as may from time to time be required under the Treasury Regulations and directing the Board to take or approve any of the foregoing actions. If a Designated Individual is required to be appointed under the Partnership Audit Rules, the Partnership Representative shall designate the individual to serve as the Designated Individual and such Designated Individual shall be subject to replacement by the Partnership Representative in accordance with the Code and the Treasury Regulations. Any Person that the Partnership Representative designates to interact with the IRS or any other Taxing Authority shall be treated as, and subject to the requirements and obligations of, the Partnership Representative for purposes of this Section 8.2. Each Member shall use reasonable efforts to take all actions required to cause such designations to be effective under the Partnership Audit Rules.

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(a) Subject to Section 6.1, the Partnership Representative shall be authorized to manage any audit, examination or other administrative or judicial proceeding relating to any Tax matters of the Company and its Subsidiaries; provided, that the Partnership Representative shall (i) diligently conduct any such proceedings in good faith, (ii) promptly notify each Member in writing (1) of the commencement of any tax audit, examination, or other administrative or judicial proceeding and (2) upon the receipt of a notice of final partnership administrative adjustment or final partnership adjustment, (iii) keep each Member reasonably informed of the progress of any audits, examinations or other administrative or judicial proceedings, (iv) consult with the GATX Member and the Blocker Member in connection with any audits, examinations or other administrative or judicial proceedings about strategy and give such Members the opportunity (at the sole cost and expense of such Members) to attend any scheduled meetings with the Taxing Authority in such audit, examination, or other administrative or judicial proceeding, (v) provide each Member with a reasonable opportunity to comment on material written submissions to any Taxing Authority and consider, in good faith, any reasonable comments on such written submissions. Notwithstanding any contrary provisions in this Agreement, to the extent any action or intentional omission by the Partnership Representative in its capacity as a “partnership representative” within the meaning of Section 6223(a) of the Code could reasonably be expected to result in a materially adverse impact on the GATX Member or the Blocker Member (or its Affiliates), then the prior written consent of the GATX Member or the Blocker Member, as applicable, shall be required (which consent shall not be unreasonably withheld, conditioned or delayed).

(b) If the IRS adjusts any items of Company taxable income, gain, loss, deduction or credit for a given year (a “Review Year”), and if the Company is permitted under Section 6226(a) of the Code and Treasury Regulations to either pay Tax at the Company level or to elect to pass the adjustment through to the Members (a “Push-Out Election”), the Board shall determine whether to make a Push-Out Election. If such a Push-Out Election is made, the Company shall furnish to each Member a statement reflecting the Member’s share of the adjusted items as determined in the written notice of final partnership adjustment, and each such Member shall take such adjusted items into account as required under the Partnership Audit Rules and shall be liable for any related interest, penalty, addition to Tax, or additional amounts. Any Member that fails to take such adjusted items into account as required by the immediately preceding sentence shall indemnify and hold harmless the Company against any Tax collected by any Taxing Authority from the Company as a result of the Member’s failure. In the event a Member (or former Member) fails to pay any amount it is obligated to pay pursuant to this Section 8.2(b) by the deadline established by the Board: (i) the unpaid amount shall accrue interest at a rate reasonably determined by the Board; (ii) the Board may reduce subsequent distributions to such Member by such amount; and (iii) such Member (or former Member) shall be liable to the Company for any costs and damages incurred as a result of the delay in payment (without regard to whether the Company could have mitigated any such costs or damages).

(c) In any case where an adjustment of Company taxable income, gain, loss, deduction or credit for a Review Year results in the payment of Tax by the Company (because no Push-Out Election was made or because no Push-Out Election was available), it is intended that the Members shall bear the economic responsibility for the payment of the Tax, penalty and interest paid by the Company in proportion to the manner in which such adjustments made by the IRS or other Taxing Authority would have been allocated to the Members based on their interests in the Company in the Review Year.

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If the Partnership Representative does not make a Push-Out Election for any reason, and the Company is held directly liable for any additional income Tax, interest, penalty or additional amounts under the Code or other applicable Law as a result of an adjustment to any of the Company’s U.S. federal, state or local Income Tax Returns, each Member shall be required, upon thirty (30) days written demand from the Partnership Representative, to pay the Company its share (as reasonably determined by a certified public accountant engaged by the Partnership Representative on behalf of the Company) of any additional Tax, interest, penalty and additional amounts due (taking into account the effect of any Pull-In Election made by any Member pursuant to Section 8.2(d)). If a Person who was a Member of the Company in the Review Year has withdrawn from the Company, such former Member shall remain obligated to indemnify the Company and the other Members for such former Member’s proportionate share of the Tax, penalties and interest paid by the Company with respect to the Review Year. In the event a Member (or former Member) fails to pay any amount it is obligated to pay pursuant to this Section 8.2(c) by the deadline established by the Board: (i) the unpaid amount shall accrue interest at a rate reasonably determined by the Board; (ii) the Board may reduce subsequent distributions to such Member by such amount; and (iii) such Member (or former Member) shall be liable to the Company for any costs and damages incurred as a result of the delay in payment (without regard to whether the Company could have mitigated any such costs or damages).

(d) The Partnership Representative shall permit all Members who elect in writing to participate in the “pull-in” procedure under Section 6225(c)(2)(B) of the Code and Treasury Regulations thereunder (a “Pull-In Election”). Any Member may participate, and no Member shall be obligated to participate, in any such Pull-In Election. Any economic benefit or burden associated with participating in such procedure will inure to the benefit of or be borne by each Member participating in the procedure to the extent attributable to such Member. No Person shall have the right to require any Member to amend a Tax Return pursuant to Section 6225(c)(2) of the Code nor prevent any Member from doing so, and the Partnership Representative shall take all actions reasonably necessary to effectuate any determination of any Member pursuant to this Section 8.2(d).

(e) Notwithstanding any other provision of this Agreement, (i) any Person who ceases to be a Member shall be treated as a Member for purposes of this Section 8.2 and (ii) the obligations of a Member pursuant to this Section 8.2 shall survive any redemption or Transfer of a Membership Interest and the termination of this Agreement or the dissolution of the Company.

(f) Liability of the Partnership Representative. Any reasonable cost or expenditure incurred by the Partnership Representative in connection with its duties, including the preparation for or pursuance of audits, examinations or administrative or judicial proceedings, will be paid by the Company. To the maximum extent permitted by applicable Law, each of the Company and the Members hereby releases and forever discharges the Partnership Representative from any and all liabilities to the extent caused by or resulting from any act or omission performed or omitted by such Person in its capacity as the Partnership Representative pursuant to this Agreement; provided, however, that the foregoing release and discharge shall not apply to any liability to the extent caused by, or resulting from, a Person’s fraudulent acts, gross negligence or intentional misconduct. In performing its duties related to the Company, the Partnership Representative shall be entitled to rely on information, opinions, reports and statements, including financial statements and other financial data prepared or presented by third parties on behalf of the Company (including legal counsel, accountants and financial advisors), unless such Partnership Representative has knowledge concerning the matter in question that would cause such reliance to be unreasonable.

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Section 8.3 Method of Accounting. The books of the Company, for financial reporting purposes, shall each be kept in accordance with GAAP.

Section 8.4 Financial Accounting. Each Member may report the transactions contemplated hereby for financial accounting purposes in such manner as the Member and its accountants may reasonably determine appropriate.

Section 8.5 Tax Returns.

(a) The Company shall prepare, or cause to be prepared, and timely file (on behalf of the Company), taking into account any applicable extensions, all income Tax Returns (including IRS Schedule K-1s (Form 1065)) (in each case, an “Income Tax Return”) required to be filed by the Company and each Subsidiary of the Company. Each Member shall use reasonable efforts to furnish to the Company any pertinent information in its possession relating to the Company’s, or any Subsidiary of the Company’s, operations that is reasonably necessary and requested to enable the Company’s, or any Subsidiary of the Company’s, Income Tax Returns to be timely prepared and filed. The Company shall deliver, or caused to be delivered, to each Member (i) at least fifteen (15) days prior to the date that any individual (or corporation, if earlier) estimated quarterly Tax payments are due, an estimate of the U.S. federal and state income quarterly Tax obligations of each Person who was a Member at any time during such quarter and (ii) as soon as practicable after the end of each Fiscal Year, but in any event within ninety (90) days after the end of each Fiscal Year, a final IRS Schedule K-1 (Form 1065) together with such additional information as may be reasonably necessary and requested by such Member in order to file its (or the Brookfield Group’s) applicable Tax Returns reflecting the Company’s and its Subsidiary’s operations; provided, that a draft of the IRS Schedule K-1 (Form 1065) or any other information reasonably requested by the Blocker Member for purposes of satisfying its (or the Brookfield Group’s) Tax compliance and financial reporting requirements with respect to a Fiscal Year, shall be submitted, as applicable, to the Blocker Member for review and comment as soon as practicable but in any event no later than thirty (30) days following the close of such Fiscal Year. The Blocker Member shall have sixty (60) days to review and comment on such proposed Income Tax Returns and undisputed and reasonable comments will be incorporated into such Income Tax Returns. If a proposed Income Tax Return is objected to by the Blocker Member within thirty (30) days of receipt, the Manager and Blocker Member shall negotiate in good faith and use reasonable efforts to resolve any dispute in connection with such comments. Copies of filed Income Tax Returns shall be delivered to the Members within thirty (30) days of filing.

(b) Non-Income Tax Returns. The Company shall prepare, or cause to be prepared, and timely file (on behalf of the Company), taking into account any applicable extensions, any Tax Returns required to be filed by the Company and each Subsidiary of the Company that are not Income Tax Return, including Tax Returns related to sales, use, property, and similar Taxes (in each case, a “Non-Income Tax Return”). Each Member shall use reasonable efforts to furnish to the Company any pertinent information in its possession relating to the Company’s, or any Subsidiary of the Company’s, operations that is reasonably necessary and requested to enable the Company’s, or any Subsidiary of the Company’s, Non-Income Tax Returns to be timely prepared and filed.

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The Company shall furnish to the Blocker Member, by no later than ten (10) days prior to their respective due dates, any material Non-Income Tax Returns proposed to be filed by the Company or any of its Subsidiary’s. The Blocker Member shall have seven (7) days to review and comment on such proposed Non-Income Tax Returns and undisputed and reasonable comments will be incorporated into such Non-Income Tax Returns. If a proposed Non-Income Tax Return is objected to by any the Blocker Member within seven (7) days of receipt, the Manager and Blocker Member shall negotiate in good faith and use reasonable efforts to resolve any dispute in connection with such comments. Copies of filed Non-Income Tax Returns shall be delivered to the Members within thirty (30) days of filing.

(c) Section 754 Election. In connection with a Transfer of a Membership Interest by a Member in accordance with Article V, at the reasonable request of such Member, to the extent a valid election under Section 754 of the Code (and any corresponding provisions of state and local Law) is not in effect for the Company, the Company shall make such election(s) in the prescribed time and manner required for such election(s) to be effective commencing for the Fiscal Year of such Transfer.

Section 8.6 Cooperation. The Company shall provide to the Members such cooperation, documentation and information as any of them reasonably may request in connection with (a) preparing and filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or (c) preparing for or conducting any Tax audits, controversies, examinations or other administrative or judicial proceedings by any Taxing Authority with respect to the operations of the Company or any Subsidiary of the Company. Without limiting the generality of the foregoing, the Company shall provide to the Blocker Member, within fifteen (15) days following the end of a fiscal quarter, any information reasonably requested by the Blocker Member for purposes of satisfying its (or the Brookfield Group’s) financial reporting requirements with respect to such fiscal quarter (including applicable current and deferred Tax provisions).

Section 8.7 Withholding. Notwithstanding any other provision of this Agreement, the Company shall comply with any withholding requirements under any applicable Law and shall remit amounts withheld to, and file required forms with, the applicable Taxing Authority. Each Member hereby authorizes the Company or an applicable withholding agent to withhold from or pay on behalf of or with respect to such Member any amount of U.S. federal, state, local or non-U.S. Taxes that the Company reasonably determines in good faith is required to be withheld or paid on behalf of such Member with respect to any amount distributable or allocable to such Member pursuant to this Agreement or otherwise attributable to such Member, including Taxes paid or withheld, directly or indirectly, in respect of payments or allocations to the Company to the extent attributable to such Member and including any liability for Taxes, penalties, additions to Tax or interest imposed on or borne by the Company or any of its Subsidiaries with respect to a Member, as reasonably determined by the Board, including under the Partnership Audit Rules or any state or local pass-through entity Tax, whether elective or mandatory. Any amount paid or payable on behalf of or with respect to a Member, including in respect of distributions made pursuant to Section 4.4 or Section 4.5, shall be treated as having been distributed to such Member as an advance against the next distribution(s) that would otherwise be made to such Member, and such amount shall be satisfied by offset from such next distribution or, at the Company’s option, shall be promptly reimbursed to the Company by such Member.

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Each Member shall furnish the Company with such information as may reasonably be requested by the Company from time to time to determine whether withholding is required, and agrees that if any information or form provided pursuant to this Section 8.7 expires or becomes obsolete or inaccurate in any respect, such Member shall use reasonable efforts to update such form or information. Each Member represents and warrants that any such information and forms furnished by such Member shall be true and accurate and agrees to indemnify the Company from any and all damages, costs and expenses resulting from the filing of inaccurate or incomplete information or forms relating to such withholding Taxes. To the fullest extent permitted by applicable Law, each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against all liability for Taxes (including, without limitation, penalties, additions to Tax, interest and reasonable expenses in connection therewith) imposed on or payable by the Company with respect to any amount distributable or allocable or otherwise attributable to such Member except to the extent such liabilities arise due to the fraud, bad faith, willful misconduct or gross negligence of the Company or other Members. Each Member’s obligations hereunder will survive the dissolution of the Company and the Transfer by such Member of all or any portion of the Membership Interests held by such Member.

ARTICLE IX

LIABILITY; EXCULPATION; INDEMNIFICATION

Section 9.1 Liability; Member Duties. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Except as expressly set forth in this Agreement, each Member acknowledges and agrees that to the fullest extent permitted by Law, no Covered Person shall owe any fiduciary or similar duty to the Company or its Members or any other Person and that each Member, in its capacity as a Member, may decide or determine any matter subject to the approval of such Member pursuant to any provision of this Agreement in the sole and absolute discretion of such Member, and in making such decision or determination such Member shall have no duty, fiduciary or otherwise, to any other Member or to the Company Group, it being the intent of all Members that such Member, in its capacity as a Member, has the right to make such determination solely on the basis of its own interests.

Section 9.2 Exculpation. To the fullest extent permitted by applicable Law, no Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s fraud, gross negligence or willful misconduct.

Section 9.3 Indemnification.

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The Company shall indemnify, defend and hold harmless any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed actions, suits or proceedings by reason of the fact that such Person is or was a Director or Officer, or is or was a Director or Officer serving at the request of the Company as a director, officer or agent of another limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, settlements, penalties and fines actually and reasonably incurred by him or her in connection with the defense or settlement of such, action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; and, with respect to any criminal action or proceeding, either he or she had reasonable cause to believe such conduct was lawful or no reasonable cause to believe such conduct was unlawful; provided, that, in each case, a Person shall only be entitled to indemnification under this Section 9.3 to the extent such Person’s conduct did not constitute fraud, willful misconduct or gross negligence.

Section 9.4 Authorization. To the extent that such present or former Director or Officer has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Section 9.3, or in the defense of any claim, issue or matter therein, the Company shall indemnify him or her against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith. Any other indemnification under Section 9.3 shall be made by the Company only as authorized in the specific case, upon a determination that indemnification of the present or former Director or Officer is permissible in the circumstances because such present or former Director or Officer has met the applicable standard of conduct. Such determination shall be made, with respect to a Person who is a Director or Officer at the time of such determination, (a) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even with less than a quorum, or (b) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion, or (c) by the Members. Such determination shall be made, with respect to former Directors and Officers, by any Person or Persons having the authority to act on the matter on behalf of the Company.

Section 9.5 Advancement of Expenses. Expenses (including reasonable attorneys’ fees) incurred by the present or former Director or Officer in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company as authorized in the specific case in the same manner described in Section 9.4, upon receipt of a written affirmation of the present or former Director or Officer that he or she has met the standard of conduct described in Section 9.3 and upon receipt of a written undertaking by or on behalf of him or her to repay such amount if it shall ultimately be determined that he or she did not meet the standard of conduct, and a determination is made that the facts then known to those making the determination shall not preclude indemnification under this Article IX.

Section 9.6 Non-Exclusive Provisions. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled.

Section 9.7 Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors and administrators.

Section 9.8 Limitations. Notwithstanding anything contained in this Article IX to the contrary, the Company shall not be obligated to indemnify any Director or Officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such Person unless such proceeding (or part thereof) was authorized or consented to by the Board.

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ARTICLE X

REPRESENTATIONS AND WARRANTIES

Section 10.1 Members Representations and Warranties. Each Member hereby represents and warrants, severally and not jointly, to the Company and to the other Member as follows:

(a) Such Member is a company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, with full power and authority to enter into this Agreement and perform all of its obligations hereunder.

(b) The execution and delivery of this Agreement by such Member, and the performance by such Member of its obligations hereunder, have been duly and validly authorized by all requisite action by such Member, and no other proceedings on the part of such Member are necessary to authorize the execution, delivery or performance of this Agreement by such Member.

(c) This Agreement has been duly and validly executed and delivered by such Member, and, assuming that this Agreement is a valid and binding obligation of the other Parties, this Agreement constitutes a valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, except as limited by the application of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other Laws relating to or affecting creditors’ rights or general principles of equity.

(d) The execution and delivery by such Member of this Agreement, and the performance by such Member of its obligations hereunder, does not (i) violate or breach its Organizational Documents, (ii) violate any applicable Law to which such Member is subject or by which any of its assets are bound, or (iii) result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under any Contract to which such Member is a party or by which any of its assets are bound.

(e) Such Member is, and, to the knowledge of such Member, its employees and agents (in their capacity as such) are, in compliance with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to such Member.

(f) Such Member is not, and, to the knowledge of such Member, its employees and agents (in their capacity as such) and Affiliates are not, the subject of any investigation, inquiry, complaint, claim or enforcement proceedings by any Governmental Body or any other source regarding any offense or alleged offense under any anti-terrorism laws, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions, and no such investigation, inquiry, complaint, claim or proceeding is pending or has been threatened in writing, and such Member is not aware of any circumstances that may lead to such an investigation, inquiry, complaint, claim or enforcement proceeding.

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(g) The issuance of Membership Interests to such Member will not cause the Company to be considered a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code and the Treasury Regulations promulgated thereunder.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Notices. Except as otherwise expressly provided herein, all notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted by electronic mail (unless if transmitted after 5:00 p.m. Eastern time or other than on a Business Day, then on the next Business Day) to the address specified below in which case such notice shall be deemed to have been given when the recipient transmits manual written acknowledgment of successful receipt, which the recipient shall have an affirmative duty to furnish promptly after successful receipt, (c) when sent by internationally recognized courier in which case it shall be deemed to have been given at the time of actual recorded delivery, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case, to the respective Party at the number, electronic mail address or street address, as applicable, set forth below, or at such other number, electronic mail address or street address as such Party may specify by written notice to the other Parties.

Notices to the Blocker Member:

Brookfield Infrastructure Group

Brookfield Place

181 Bay Street Suite 300

Toronto, Ontario M5J 2T3

Attention: Keir Hunt

Email: [***]

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

1000 Louisiana Street

Houston, Texas 77002

Attention: Eric C. Otness; Ralph E. Perez

Email: [***]

Notices to the GATX Member

GATX Corporation

233 S. Wacker Drive

Chicago, IL 60606

Attention: GATX Contract Administration

Email: [***]

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with a copy to (which shall not constitute notice):

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

Attention: William R. Kucera

Email: [***]

Notices to the Company:

[•]

with a copy to (which shall not constitute notice):

[•]

Section 11.2 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that no Member, nor the Company, shall purport to assign or Transfer all or any of its rights or obligations under this Agreement nor grant, declare, create or dispose of any right or interest in this Agreement in whole or in part except with respect to a Transfer in accordance with the terms of this Agreement, and any attempted or purported assignment hereof not in accordance with the terms hereof shall be void ab initio.

Section 11.3 Waiver of Partition. Each Member hereby waives any right to partition of the Company property.

Section 11.4 Further Assurances. From and after the Effective Date, from time to time, as and when requested by any Party and at such Party’s expense, any other Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting Party may reasonably deem necessary or desirable to carry out the purposes and intent of this Agreement.

Section 11.5 Third Party Beneficiaries. Except as otherwise expressly provided herein, nothing expressed or referred to in this Agreement shall be construed to give any Person other than the Parties any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement; provided, that (a) Covered Persons are express third party beneficiaries of Article IX and (b) Brookfield Infrastructure Group LLC and its Affiliates shall be express third party beneficiaries of Section 5.5(b).

Section 11.6 Parties in Interest. This Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors, legal representatives and permitted assigns.

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Section 11.7 Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and, to the extent permitted and possible, any invalid, void or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid, void or unenforceable term.

Section 11.8 Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Person. The headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.

Section 11.9 Complete Agreement. This Agreement (including any schedules thereto), together with the other agreements between and among the Parties and their Affiliates referenced herein, constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and thereof and supersedes any prior understandings, agreements or representations by or among the Parties hereto or Affiliates thereof, written or oral, to the extent they relate in any way to the subject matter hereof.

Section 11.10 Amendment; Waiver. Neither this Agreement nor any other Organizational Document of the Company may be amended (whether by merger or otherwise) except in a written instrument signed by each of the Blocker Member and the GATX Member. In the event that the Company issues Membership Interests to one or more Third Parties pursuant to Section 5.6, the Members and the Company shall negotiate in good faith to amend this Agreement to the extent reasonably necessary to reflect such additional Members or changes appropriate to reflect the new respective Percentage Interests of the Members. Any amendment or revision to Schedule 1 that is made by an Officer or a Director solely to reflect information regarding Members or the Transfer or issuance of Membership Interests made in accordance with the terms of this Agreement shall not be considered an amendment to this Agreement and shall not require the approval of the Board, Unanimous Member Approval, or Blocker Member Approval. Any failure or delay on the part of any Party in exercising any power or right hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder or otherwise available at law or in equity.

Section 11.11 Governing Law. This Agreement, and any claim, action, suit, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim or defense, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of or related to this Agreement or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements executed and performed entirely within such State without regards to conflicts of law principles of the State of Delaware or any other jurisdiction that would cause the Laws of any jurisdiction other than the State of Delaware to apply.

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Section 11.12 Specific Performance. The Parties agree that irreparable damage, for which monetary relief, even if available, shall not be an adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. It is accordingly agreed that (a) the Parties shall be entitled to seek an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific performance and other equitable relief is an integral part of this Agreement and the business and legal understandings between the Members with respect to the Company, and without that right, none of the Members would have entered into this Agreement. The Parties acknowledge and agree that any Party pursuing an injunction or injunctions or other Order to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 11.12 shall not be required to provide any bond or other security in connection with any such Order. The remedies available to the Parties pursuant to this Section 11.12 shall be in addition to any other remedy to which they may be entitled at law or in equity, and the election to pursue an injunction or specific performance shall not restrict, impair or otherwise limit any Party from seeking to collect or collecting damages. Each of the Parties agrees that it shall not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.

Section 11.13 Arbitration.

(a) With the exception only of any proceeding seeking interim or provisional relief in order to protect the rights or property of a Party which a Party may elect to pursue in court, all claims or disputes arising out of or relating to this Agreement, not amicably resolved between the Parties shall be finally settled by binding arbitration upon demand by a Party. Such arbitration shall be administered by the International Chamber of Commerce (the “ICC”) utilizing the Rules of Arbitration of the ICC in effect as of the date the arbitration is commenced. The arbitration shall be conducted before a single arbitrator, if the Parties can agree on the one arbitrator. If the Parties cannot agree on a single arbitrator, there shall be a panel of three arbitrators with one chosen by each Member and the third arbitrator selected by the two Members-appointed arbitrators. If a Party fails to appoint an arbitrator within thirty (30) days following a written request by another Party to do so or if the two party-appointed arbitrators fail to agree upon the selection of a third arbitrator, as applicable, within thirty (30) days following their appointment, the additional arbitrator shall be selected by the ICC pursuant to its applicable procedures. Each arbitrator shall be disinterested and have at least twenty (20) years of experience with commercial matters. The arbitrator(s) shall have the power to award any appropriate remedy consistent with the objectives of the arbitration and subject to, and consistent with, all Laws applicable to the Company and its Subsidiaries (including, for the avoidance of doubt, the necessity of obtaining any requisite authorization, approval or consent of any Governmental Body necessary to implement the appropriate remedy). The decision of the one arbitrator or, if applicable, the majority of the three arbitrators, which shall be in writing and state the reasons upon which the award rests, shall be final and binding upon the Parties (subject only to limited review as required by applicable Law). Judgment upon the award of the arbitrator(s) may be entered in any court of competent jurisdiction or otherwise enforced in any jurisdiction in any manner provided by applicable Law.

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The losing Party shall pay the prevailing Party’s attorney’s fees and costs and the costs associated with the arbitration, including expert fees and costs and the arbitrators’ fees and costs; provided, however, that each Party shall bear its own fees and costs until the arbitrator(s) determine which, if any, Party is the prevailing Party and the amount that is due to such prevailing Party. The arbitration proceedings shall take place in Chicago, Illinois and, for the avoidance of doubt, the arbitration proceedings shall be conducted in the English language.

(b) All discussions, negotiations and proceedings under this Section 11.13, and all evidence given or discovered pursuant hereto, will be maintained in strict confidence by all Parties, except where disclosure is required by applicable Law, necessary to comply with any legal requirements of such Party or necessary or advisable in order for a Party to assert any legal rights or remedies, including the filing of a complaint with a court or, based on the advice of counsel, such disclosure is determined to be necessary or advisable under applicable securities Laws or the rules of any stock exchange on which any of such Party’s securities are traded. Disclosure of the existence of any arbitration or of any award rendered therein may be made as part of any action in court for interim or provisional relief or to confirm or enforce such award.

(c) Any settlement discussions occurring and negotiating positions taken by any Party in connection with the procedures under this Section 11.13 will be subject to Rule 408 of the Federal Rules of Civil Procedure and any equivalent State rule and shall not be admissible as evidence in any proceeding relating to the subject matter of this Agreement.

Section 11.14 Counterparts. This Agreement may be executed in counterparts, and any Party may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by the other Parties. The Parties agree that the delivery of this Agreement may be effected by means of an exchange of facsimile or electronically transmitted signatures.

Section 11.15 Fair Market Value Determination. Upon request by any Member, so long as such Member holds a Percentage Interest greater than five percent (5.0%), within five (5) Business Days after receiving written notice of the Board’s determination in connection with any determination of Fair Market Value of Membership Interests or other assets under this Agreement (which determination shall be provided by the Company to each Member promptly following the making thereof), the Company shall select a nationally recognized independent valuation firm with no existing or prior business or personal relationship with any Member or any of its Affiliates in the five-year period immediately preceding the date of engagement pursuant to this Section 11.15 (the “Independent Evaluator”) to determine such Fair Market Value. Each of the Company and the requesting Member shall submit their view of the Fair Market Value of the Membership Interests or the relevant asset(s) to the Independent Evaluator, and each party will receive copies of all information provided to the Independent Evaluator by the other party. The final Independent Evaluator’s determination of the Fair Market Value of such Membership Interests or asset(s) shall be set forth in a detailed written report addressed to the Company and the requesting Member within thirty (30) days following the Company’s selection of such Independent Evaluator and such determination shall be final, conclusive and binding. In rendering its decision, the Independent Evaluator shall determine which of the positions of the Company and the requesting Member submitted to the Independent Evaluator is, in the aggregate, more accurate (which report shall include a worksheet setting forth the material calculations used in arriving at such determination), and, based on such determination, adopt either the Fair Market Value determined by the Company or the requesting Member.

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Any fees and expenses of the Independent Evaluator incurred in resolving the disputed matter(s) will be borne by the party whose positions were not adopted by the Independent Evaluator.

Section 11.16 Certain Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them below:

“90% Distribution Period Cash Flow Amount” means, with respect to any 90% Distribution Period, (i) the aggregate amount of cash received during such 90% Distribution Period by the Company Group from rental revenue (net of any reclaim, abatement or non-utilization), scrapping activities (net of direct costs and expenses of the Company Group in connection therewith) and casualty proceeds (net of direct costs and expenses of the Company Group in connection therewith), less (ii) without duplication of amounts already deducted in clause (i), the aggregate amount of cash due and payable during such 90% Distribution Period by the Company Group to the Manager pursuant to the Management Services Agreement or otherwise in respect of maintenance and repair and other direct costs such as storage, switching and freight, less (iii) the Applicable Period Tax Amount for such 90% Distribution Period, less (iv) any amounts required to be paid in respect of Indebtedness of the Company Group for such 90% Distribution Period. For the avoidance of doubt, the term “90% Distribution Period Cash Flow Amount” shall exclude any Asset Disposition Net Proceeds received during such 90% Distribution Period.

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (i) any amounts that such Member is obligated to restore pursuant to this Agreement or is deemed to be obligated to restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) or pursuant to the penultimate sentence of either of Treasury Regulations Sections 1.704-2(i)(5) or 1.704-2(g)(1) shall be treated as added back to the Member’s Capital Account; and (ii) the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) shall be treated as reducing the Member’s Capital Account. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Advisors” means, with respect to any Person, the accountants, attorneys, consultants, advisors, investment bankers or other representatives of such Person.

“Affiliate” of any particular Person means any other Person, directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under common Control with such particular Person; provided, however, that (i) the Company Group shall be deemed not to be an “Affiliate” of GATX Member, Blocker Member or any of their respective Affiliates, and GATX Member, Blocker Member and their respective Affiliates shall be deemed not to be an “Affiliate” of the Company and its Subsidiaries, and (ii) any Person who owns a Blocker Unit and their respective Affiliates shall be deemed to be “Affiliates” of the Blocker Member for purposes of the definition of Transfer, Section 2.2(a), Section 2.2(g), Section 2.3, Section 5.2(a), Section 5.4(c), Section 7.5(c), Section 7.10, Section 8.2(a) and Section 8.5, regardless of whether they Control the Blocker Member.

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“Anti-Corruption Laws” means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other Law concerning or relating to bribery or corruption imposed, administered or enforced by any Governmental Body.

“Anti-Money Laundering Laws” means any Law concerning or relating to money laundering, any predicate crime to money laundering or any record keeping, disclosure or reporting requirements related to money laundering imposed, administered or enforced by any Governmental Body.

“Applicable Period Tax Amount” means the aggregate amount of Taxes either paid or payable by the Company Group due in the ordinary course of business with respect to the operations of the Company Group during a 90% Distribution Period, and including any Canadian or Mexican withholding Taxes payable with respect to any distribution by a Subsidiary of the Company to the Company of any portion of the 90% Distribution Period Cash Flow Amount during such 90% Distribution Period.

“Approved Auditor” means Deloitte LLP, Ernst & Young LLP, PricewaterhouseCoopers LLP or KPMG LLP.

“Asset Disposition” means (a) the sale of any railcar to a Third Party, but (i) excluding any sale in connection with scrapping or resulting from any casualty event or the occurrence of any similar event outside of the control of the Manager as determined by the Board and (ii) including the sale of any railcar (x) to a lessee pursuant to any purchase options granted to such lessee in a lease or (y) to any Person pursuant in connection with any disposition required to obtain any Call Option Regulatory Approval, but only if the Board affirmatively (by majority approval) elects to treat such exercise of such purchase option or disposition as an “Asset Disposition” hereunder and (b) any disposition of railcars made pursuant to Section 8(d) of the Management Services Agreement.

“Asset Disposition Net Proceeds” means, with respect to any Asset Disposition, the gross proceeds actually received by the Company and its Subsidiaries from Third Parties as purchase price in connection therewith, less the direct costs and expenses of the Company and its Subsidiaries incurred in connection therewith.

“Available Cash” means, at any time of determination, (a) the aggregate amount of cash and cash equivalents of the Company and its Subsidiaries at such time plus (b) any liquidity immediately drawable by the Company while maintaining the Leverage Target less (c) any restricted cash required with respect to any Company Indebtedness, less (d) the aggregate outstanding amount of accrued but unpaid interest and current liabilities to repay principal with respect to any Company Indebtedness, less (e) the amount of any Undistributed Asset Disposition Net Proceeds and Indebtedness Payment Reserves at such time, less (f) without duplication of amounts deducted pursuant to clauses (d) and (e), any amounts that the Board reasonably determines are necessary and appropriate to be retained in order to (i) permit the Company and its Subsidiaries to pay their respective obligations as they become due in the ordinary course of business, including the payment of amounts payable to Manager pursuant to the Management Services Agreement, (ii) maintain the then current and monthly twelve (12)-month pro forma Leverage Target, (iii) fund planned capital expenditures, (iv) maintain an adequate level of working capital, (v) comply with the terms of the Indebtedness of the Company and its Subsidiaries and any Member Loans (including making any required payments of principal or interest in satisfaction of such Indebtedness or Member Loan), (vi) comply with applicable Law or respond to an Emergency Situation and (vii) satisfy any other obligations that the Board reasonably determines could arise in the fiscal quarter following such time of determination.

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For the avoidance of doubt, if the result of the foregoing calculation is a negative number, there is no Available Cash at such time of determination.

“Blocker Member LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of the Blocker Member that is executed and delivered pursuant to Section 2.6(c) of the Call Option Agreement, as may be amended from time to time; provided, that for periods prior to the execution and delivery thereof, references herein to the Blocker Member LLC Agreement shall be deemed to be references to the form of such agreement attached as Exhibit A to the Call Option Agreement as if such agreement were in effect at such time.

“Blocker Unit” means a Unit as defined in the Blocker Member LLC Agreement, including those acquired by the GATX Member pursuant to the exercise of a Call Option.

“Brookfield Blocker Owner” means the Brookfield Member (as defined in the Blocker Member LLC Agreement), or its permitted successor.

“Brookfield Blocker Ownership Percentage” means, at any time, the Brookfield Blocker Owner’s relative ownership in the outstanding Blocker Units expressed as a percentage, which shall be deemed to be equal to the number of outstanding Blocker Units that the Brookfield Blocker Owner or its Affiliates owns at such time divided by the total number of Blocker Units of the Blocker Member then outstanding.

“Brookfield Group” means Brookfield Infrastructure and its Affiliates.

“Brookfield Infrastructure” means Brookfield Infrastructure Group LLC.

“Brookfield Permitted Transferee” means any Person in the Brookfield Group.

“Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions located in New York, New York are authorized by applicable Law to be closed.

“Call Option” shall have the meaning given to such term in the Call Option Agreement.

“Call Option Agreement” means that certain Call Option Agreement, dated as of the Effective Date, by and between the Blocker Member and the GATX Member.

“Call Option Closing” has the meaning given to such term in the Call Option Agreement.

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“Call Option Closing Date” has the meaning given to such term in the Call Option Agreement.

“Call Option Expiration Date” has the meaning set forth in the Call Option Agreement.

“Call Option Regulatory Approval” means any antitrust, foreign direct investment or other regulatory approvals required for the consummation of a Call Option, including any such approval required pursuant to the Canadian Competition Act and/or the Hart-Scott-Rodino Antitrust Improvements Act.

“Call Option Regulatory Failure Date” has the meaning given to such term in the Call Option Agreement.

“Capital Account” means, with respect to any Member, the capital account maintained for such Member in accordance with the provisions of Section 4.3.

“Capital Contributions” means, with respect to any Member, the amount of money and the initial Tax Book Value of any non-cash property contributed (or deemed contributed) to the Company with respect to the Membership Interests held by such Member.

“Cash on Hand” means, at any time of determination, (a) the aggregate amount of the cash and cash equivalents of the Company and its Subsidiaries at such time, plus (b) any liquidity immediately drawable by the Company while maintaining the Leverage Target less (c) any restricted cash required with respect to any Company Indebtedness, less (d) the aggregate amount of accrued but unpaid interest and current liabilities to repay principal with respect to any Company Indebtedness, less (e) the amount of any Undistributed Asset Disposition Net Proceeds and Indebtedness Payment Reserves at such time. For the avoidance of doubt, if the result of the foregoing calculation is a negative number, there is no Cash on Hand at such time of determination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Group” means the Company and each of its Subsidiaries, collectively.

“Company Group NBV” means an amount equal to the aggregate GAAP book value of all railcar assets of the Company Group (net of accumulated depreciation) determined based upon the most recent balance sheet of the Company.

“Company Minimum Gain” means “partnership minimum gain”, as defined in Treasury Regulations Section 1.704-2(b)(2) with respect to the Company.

“Company Securities” means any or all of the direct equity interests (including, for the avoidance of doubt, the Membership Interests) in the Company, including any preference shares, whether of the same class or a different class, warrants, options, shareholder loans, loan notes, preferred equity instruments, convertible instruments and other analogous instruments with respect to equity interests in the Company.

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“Consolidated Percentage Interest” means, at any time of determination, (a) with respect to any reference herein to the GATX Member’s Consolidated Percentage Interest, a percentage equal to (i) the Percentage Interest of the GATX Member plus (ii) the product of (x) the GATX Blocker Ownership Percentage multiplied by (y) the Percentage Interest of the Blocker Member and (b) with respect to any reference herein to the Blocker Member’s or the Brookfield Group’s Consolidated Percentage Interest, a percentage equal to 100% minus the Consolidated Percentage Interest of the GATX Member as calculated pursuant to the preceding clause (a).

“Contract” means any written agreement, arrangement, commitment, indenture, instrument, purchase order, license or other binding agreement.

“Control” (including its correlative meanings, “Controlled by” and “under common Control with”) means, with respect to any Person, directly or indirectly, (a) the right to elect or appoint a majority of the members of the board of directors (or persons performing a similar function) of such Person, (b) the ability to otherwise exercise a majority of the voting rights in respect of the outstanding voting securities of such Person or (c) the ability to otherwise control (singly and not jointly) the management of such person whether by virtue of the terms of its Organizational Documents, contractual rights or otherwise.

“Covered Audit Adjustment” means an adjustment in the amount of any item of income, gain, loss, deduction or credit of the Company, or any Member’s distributive share thereof, to the extent such adjustment results in an Imputed Underpayment.

“Covered Person” means any (a) Member, any Affiliate of a Member or any officers, directors, shareholders, partners, members, employees, representatives or agents of a Member or their respective Affiliates, (b) Director, or (c) employee, officer or agent of the Company or its Affiliates, in each case to the extent any such Person is acting in such capacity in connection with the business of the Company.

“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for U.S. federal income Tax purposes with respect to property for such Fiscal Year, except that (a) with respect to any such property the Tax Book Value of which differs from its adjusted Tax basis for U.S. federal income Tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulations Section 1.704-3(d), Depreciation for such Fiscal Year shall be the amount of book basis recovered for such Fiscal Year under the rules prescribed by Treasury Regulations Section 1.704-3(d)(2), and (b) with respect to any other such property the Tax Book Value of which differs from its adjusted Tax basis at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Tax Book Value as the U.S. federal income Tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted Tax basis. If the U.S. federal income Tax depreciation, amortization or other cost recovery deduction for such Fiscal Year is $0.00, Depreciation with respect to such property shall be determined with reference to such beginning Tax Book Value using any reasonable method selected by the Board.

“Designated Individual” has the meaning given to such term in Treasury Regulations Section 301.6223-1(b)(3) or any successor Treasury Regulations.

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“Disposition Value” means an amount equal to the greater of NBV or estimated gross proceeds resulting from the asset being disposed.

“Drag-Along Commencement Date” means the later of (x) first date upon which a Call Option becomes an Expired Call Option or (y) with respect to a Call Option the consummation of which is subject to Call Option Regulatory Approval (as defined in the Call Option Agreement), the Call Option Regulatory Failure Date; provided, that if at any time Make-Up Call Options have been exercised and consummated for all outstanding Expired Call Options, the “Drag Along Commencement Date” shall mean the next subsequent date (if any) upon which a Call Option becomes an Expired Call Option.

“Emergency Situation” means, with respect to the business of the Company and its Subsidiaries, any occurrence or condition that otherwise requires immediate action to prevent an immediate and material threat to the safety of Persons or the operational integrity of, or material damage to, any material assets of, or the business of the Company or its Subsidiaries.

“Equity Consideration” means, with respect to the Subject Securities of the GATX Group or the Brookfield Group, as the case may be, in connection with a ROFO Sale or a Drag-Along Sale, (a) the 100% enterprise value purchase price as stated in the ROFO Notice or Drag-Along Execution Notice, as applicable, less (b) an amount equal to (i) the Indebtedness of the Company Group multiplied by (ii) the Consolidated Percentage Interest represented by such Subject Securities to be acquired as of immediately prior to the closing of the applicable transaction.

“Equity Interest” means any equity interest, including any preference shares, whether of the same class or a different class, warrants, options, shareholder loans, loan notes, preferred equity instruments, convertible instruments and other analogous instruments with respect to any equity interests.

“Expired Call Option” shall have the meaning given to such term in the Call Option Agreement.

“Fair Market Value” means, with respect to any asset (including any Equity Interest), the price at which the asset would change hands between a willing buyer and a willing seller that are not affiliated parties, neither being under any compulsion to buy or to sell, and both having knowledge of the relevant facts and taking into account the full useful life of the asset. In valuing Membership Interests, no consideration of any control, liquidity or minority discount or premium shall be taken into account. Fair Market Value shall be determined by the Board in accordance with the foregoing, subject to Section 11.15.

“FDI Law” means any Law concerning or relating to foreign investment or national security imposed, administered or enforced by any Governmental Body.

“Fiscal Year” means the calendar year, unless the GATX Member is required to have a taxable year other than the calendar year, in which case Fiscal Year shall be the period that conforms to the GATX Member’s taxable year.

“Fundamental Representations and Warranties” means representations and warranties by the Transferring Party (i) relating to such Transferring Party’s corporate existence, organization, power and authorization, Organizational Documents or contracts, and title to the Subject Securities and (ii) that no governmental authorizations, approvals, permits or consents are required for an applicable Transfer, there are no winding-up proceedings threatened or in effect, and there is no conflict with laws in respect of such Transfer.

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“GAAP” means United States generally accepted accounting principles.

“GABX Canadian Sub” means GABX Ontario Inc.

“GATX Blocker Ownership Percentage” means, at any time, the GATX Member’s relative ownership in the outstanding Blocker Units expressed as a percentage, which shall be deemed to be equal to the number of outstanding Blocker Units that the GATX Member or its Affiliates owns at such time divided by the total number of Blocker Units of the Blocker Member then outstanding.

“GATX Founder Period” means the period beginning on the Effective Date and ending on the earlier of (a) the date that is the fourth (4th) anniversary thereof and (b) the twelve (12)-month anniversary of the Call Option Regulatory Failure Date.

“GATX Group” means the GATX Member and its Affiliates.

“GATX Permitted Transferee” means any Person in the GATX Group.

“Governmental Body” means any national, foreign, federal, regional, state, local, municipal or other governmental authority of any nature (including any division, department, agency, commission or other regulatory body thereof) and any court or arbitral tribunal.

“Imputed Underpayment” shall have the meaning ascribed to such term as described in Section 6225 of the Code and the Treasury Regulations promulgated thereunder.

“Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money or in respect of any loans or advances, (b) all other indebtedness of such Person evidenced by bonds, debentures, notes or other similar instruments or debt securities (excluding trade accounts payables constituting short term liabilities under GAAP), (c) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all guarantees of the obligations of any other Person, (e) net obligations of such Person under any hedging arrangement, and (f) any accrued interest, premiums and penalties; provided, that when used with respect to the Company, the term Indebtedness shall exclude any Member Loans.

“Indirect Holder” means, with respect to a Member, any Person that holds Equity Interests directly, or indirectly through another Person, in such Member.

“Inflation Factor” means, with respect to any Fiscal Year, the percentage change in the Producer Price Index for final demand, as published by the U.S. Bureau of Labor Statistics on the earliest date following the commencement of such Fiscal Year, relative to the Producer Price Index for final demand, as published by the U.S. Bureau of Labor Statistics on the earliest date following the commencement of the preceding Fiscal Year.

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For the avoidance of doubt, if the Producer Price Index for final demand, as published by the U.S. Bureau of Labor Statistics on the earliest date following the commencement of the preceding Fiscal Year exceeds the Producer Price Index for final demand, as published by the U.S. Bureau of Labor Statistics on the earliest date following the commencement of such Fiscal Year, then the Inflation Factor shall be a negative percentage.

“IRS” means the Internal Revenue Service.

“Law” means any (a) law (statutory, common, or otherwise), rule, regulation, code or ordinance enacted, adopted, promulgated or applied by any Governmental Body and (b) any other Order.

“Lease Restructuring” means the restructuring of any lease or group of leases (which may include entry into new leases in connection with such restructuring).

“Leverage Policy” means seeking to optimize the leverage of the Company and its Subsidiaries so that the Leverage Ratio is (a) less than the Leverage Target and (b) greater than seventy percent (70%); provided, that temporary and short-term immaterial deviations from such range shall not constitute a deviation from the Leverage Policy.

“Leverage Ratio” means, as of the date of determination, an amount (expressed as a percentage) equal to (a) the aggregate Indebtedness of the Company and its Subsidiaries at such time of determination divided by (b) the Company Group NBV.

“Leverage Target” means a Leverage Ratio of (i) prior to the date that is the first (1st) anniversary of the Closing Date (as defined in the Purchase Agreement), seventy percent (70%) and (ii) thereafter, seventy-four percent (74%) to seventy-five percent (75%).

“Liens” means all liens, mortgages, deeds of trust, pledges, security interests, charges, claims, proxy, voting trust or transfer restriction under any stockholder or similar agreement.

“Lock-Up Period” means the period beginning on the Effective Date and ending on the date that is the tenth (10th) anniversary of the Effective Date; provided, however, that in the event that there has been an Event of Default by or with respect to a Member, the Lock-Up Period shall terminate solely with respect to the Member that is not the Defaulting Member.

“Make-Up Call Option” shall have the meaning given to such term in the Call Option Agreement.

“Make-Up Call Option Window” means, (i) with respect to a Drag-Along Sale, within thirty (30) days after receipt by the GATX Member of the Drag-Along Process Launch Notice and (ii) with respect to any sale pursuant to the Brookfield Acquisition Right, within thirty (30) days after receipt by the GATX Member of the Brookfield Acquisition Right Exercise Notice.

“Management Services Agreement” means that certain Management Services Agreement, dated as of the Effective Date, by and between the Manager and the Company.

“Manager” means the GATX Member.

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“Material Breach” means (i) with respect to this Agreement and the Blocker Member, a continuing breach by the Blocker Member of any of the following sections hereof: Section 4.2(i), Article V, Section 7.4(e), Section 7.5, Section 7.9, Section 10.1 (but solely to the extent that a breach thereof would reasonably be excepted to prevent, materially delay or materially impair the ability of the Blocker Member to perform its obligations under this Agreement), and Section 11.2; (ii) with respect to this Agreement and the GATX Member, a continuing breach by GATX Member of any of the following sections hereof: Section 4.2(i), Article V, Section 7.4(e), Section 7.5, Section 7.8(a), Section 7.9, Section 10.1 (but solely to the extent that a breach thereof would reasonably be excepted to prevent, materially delay or materially impair the ability of the GATX Member to perform its obligations under this Agreement), and Section 11.2; (iii) with respect to the Management Services Agreement and the GATX Member, a continuing breach by Manager of any of the following sections thereof: Section 5(g), Section 8, Section 11, Section 12, Section 15(a) and Section 16(a) (but solely to the extent that a breach thereof would reasonably be excepted to prevent, materially delay or materially impair the ability of the Manager to perform its obligations under the Management Services Agreement); (iv) with respect to the Call Option Agreement and the GATX Member, a continuing breach by the GATX Member of any of the following sections thereof: Section 2.2(d), Section 3.1, (v) with respect to the Call Option Agreement and the Brookfield Blocker Owner, a continuing breach by the Brookfield Blocker Owner of any of the following sections thereof: Section 2.2(c), Section 2.2(d), Section 2.6(a), Section 2.6(c), Section 4.7 or any representation contained in any Call Option Assignment and Assumption Agreement; (vi) with respect to the Blocker Member LLC Agreement and Brookfield Blocker Owner and its Affiliates, a continuing breach by Brookfield Blocker Owner and its Affiliates of any of the following sections thereof: Section 2.2(a), Section 4.2(d), Section 5.5(a), Article VI, Section 7.2(d), Section 7.3, Section 7.4(b), Section 7.5, Article IX (but solely to the extent that a breach thereof would reasonably be excepted to prevent, materially delay or materially impair the ability of the Brookfield Blocker Owner or its applicable Affiliate to perform its obligations under the Blocker Member LLC Agreement), and Section 10.2; and (vii) with respect to the Blocker Member LLC Agreement and GATX Member and its Affiliates, a continuing breach by GATX Member and its Affiliates of any of the following sections thereof: Section 4.2(d), Article VI, Section 7.2(d), Section 7.3, Section 7.5, Article IX (but solely to the extent that a breach thereof would reasonably be excepted to prevent, materially delay or materially impair the ability of the GATX Member or its applicable Affiliate to perform its obligations under the Blocker Member LLC Agreement), and Section 10.2.

“Member” means each of the Blocker Member and the GATX Member, and any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company that owns Membership Interests.

“Member Loan Priority” means, with respect to the interest on or principal of any Member Loan being repaid pursuant to the terms of Section 4.4, the order in which each applicable Member Loan was made to the Company (with the Member Loan with the earliest issuance date having first priority, and then the Member Loan issued on the next earliest date having the next priority, and so on), and if more than one Member Loan was made at the same time, such application shall be pro rata between and among the holders thereof based upon, as applicable, the relative amounts of (a) accrued but unpaid interest or (b) principal on such Member Loans.

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“Member Minimum Gain” means “partner nonrecourse debt minimum gain”, as defined in Treasury Regulations Section 1.704-2(i)(2).

“Member Nonrecourse Debt” means “partner nonrecourse debt” as defined in Treasury Regulations Section 1.704-2(b)(4).

“Member Nonrecourse Deductions” means “partner nonrecourse deductions” as defined in Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“Membership Interests” means membership interests of the Company.

“Minimum Required Drag-Along Price” means, as of the date of any Drag-Along Execution Notice, (a) if the earliest Call Option Expiration Date related to an Expired Call Option for which a Make-Up Call Option has not been exercised is less than two (2) years before the date of such Drag-Along Execution Notice, a purchase price, expressed on a 100% enterprise value basis, equal to the Company Group NBV as of the date of such Drag-Along Execution Notice, (b) if the earliest Call Option Expiration Date related to an Expired Call Option for which a Make-Up Call Option has not been exercised is more than two (2) years but less than three (3) years before the date of such Drag-Along Execution Notice, a purchase price, expressed on a 100% enterprise value basis, equal to 90% of the Company Group NBV as of the date of such Drag-Along Execution Notice, (c) if the earliest Call Option Expiration Date related to an Expired Call Option for which a Make-Up Call Option has not been exercised is more than three (3) years but less than four (4) years before the date of such Drag-Along Execution Notice, a purchase price, expressed on a 100% enterprise value basis, equal to 80% of the Company Group NBV as of the date of such Drag-Along Execution Notice and (d) if the earliest Call Option Expiration Date related to an Expired Call Option for which a Make-Up Call Option has not been exercised is more than four (4) years before the date of such Drag-Along Execution Notice, a purchase price, expressed on a 100% enterprise value basis, equal to 70% of the Company Group NBV as of the date of such Drag-Along Execution Notice.

“Modification Expenditure” means any expense that has the effect of changing the American Association of Railroads’ mechanical designation of a railcar.

“NBV” means, with respect to any asset being disposed, the GAAP book value of such asset (net of accumulated depreciation) determined based upon the most recent balance sheet of the Company.

“New Company Securities” means any Membership Interests or other Company Securities issued or contemplated to be issued after the Effective Date, but excluding any Member Loans.

“Nonrecourse Deductions” as defined in Treasury Regulations Section 1.704-2(b)(1).

“Nonrecourse Liability” as defined in Treasury Regulations Section 1.704-2(b)(3).

“OFAC” means the U.S. Office of Foreign Assets Control.

“Order” means any judgment, order, injunction, decree, ruling, writ or arbitration award of any Governmental Body or any arbitrator.

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“Organizational Documents” means, with respect to any corporation, its articles or certificate of incorporation, memorandum or articles of association and bylaws or documents of similar substance; with respect to any limited liability company, its articles of association, articles of organization or certificate of organization, formation or association and its operating agreement or limited liability company agreement or documents of similar substance; with respect to any limited partnership, its certificate of limited partnership and partnership agreement or documents of similar substance; and with respect to any other entity, documents of similar substance to any of the foregoing.

“Partnership Audit Rules” means the new partnership audit rules enacted under the Bipartisan Budget Act of 2015, Sections 6221 through 6241 of the Code, including any amendments thereto or other Code provisions with respect to the same subject matter as Sections 6221 through 6241 of the Code, and any regulations promulgated under any such Sections and any administrative guidance with respect thereto and any analogous provision of state or local law.

“Partnership Representative” means the Person then designated by the Board to act on behalf of the Company as the “partnership representative” within the meaning of that term in Section 6223 of the Code and any Treasury Regulations (and any analogous provision of state or local law) and shall also include the Person through whom a Partnership Representative acts.

“Percentage Interest” means, in respect of any Member, their relative ownership in the outstanding Membership Interests at the relevant time, expressed as a percentage which equals the number of outstanding Membership Interests that such Member directly owns divided by the total number of Membership Interests then outstanding.

“Permitted Transferee” means a GATX Permitted Transferee or Brookfield Permitted Transferee, as the context requires.

“Persons” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Body.

“Preemptive Right Share” means a ratio of (a) the number of Membership Interests held by such Member with Preemptive Rights, to (b) the total number of Membership Interests then outstanding immediately prior to the issuance of New Company Securities giving rise to the Preemptive Rights.

“Pro Rata Funding Amount” means, with respect to a Member and an Additional Funding Request, an amount equal to (a) the Consolidated Percentage Interest of such Member multiplied by (b) the aggregate amount of the Requested Funding Amount set forth in such Additional Funding Request.

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“Profits” or “Losses” means, for each Fiscal Year, an amount equal to the Company’s taxable income or loss (as the case may be) for such Fiscal Year, determined in accordance with Section 703(a) of the Code (but including in taxable income or loss, for this purpose, all items of income, gain, loss, expense, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code), with the following adjustments: (a) any income of the Company exempt from U.S. federal income Tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition will be taken into account in computing such taxable income or loss; (b) any expenditures of the Company described in Section 705(a)(2)(B) of the Code (or treated as expenditures described in Section 705(a)(2)(B) of the Code pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profits or Losses pursuant to this definition will be taken into account in computing such taxable income or loss; (c) in the event the Tax Book Value of any Company asset is adjusted in accordance with clause (b) or (c) of the definition of “Tax Book Value,” the amount of such adjustment will be taken into account as gain (if the adjustment increases the Tax Book Value of the asset) or loss (if the adjustment decreases the Tax Book Value of the asset) from the disposition of such asset for purposes of computing Profits or Losses; (d) gain or loss resulting from any disposition of any asset of the Company with respect to which gain or loss is recognized for U.S. federal income Tax purposes will be computed by reference to the Tax Book Value of the asset disposed of, notwithstanding that the adjusted U.S. federal income Tax basis of such asset differs from its Tax Book Value; (e) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, Depreciation for such Fiscal Year will be taken into account; (f) to the extent that an adjustment to the adjusted U.S. federal income Tax basis of any Company asset pursuant to Section 734(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and will be taken into account for purposes of computing Profits or Losses; and (g) notwithstanding any other provision of this definition, any items that are specially allocated pursuant to this Agreement will not be taken into account in computing Profits or Losses. The amounts of the items of Company income, gain, loss, expense, or deduction available to be specially allocated hereunder shall be determined by applying rules analogous to those set forth in clauses (a) through (f) of this definition.

“Related Party Transaction” means any transaction between the Company Group, on the one hand, and the GATX Member or the Blocker Member or any of their respective Affiliates, on the other hand, other than (a) any transaction expressly provided for by the Management Services Agreement, (b) the use by the GATX Member of its repair shops and other facilities for the repair and maintenance of rolling stock owned by the Company Group and the performance of the GATX Member’s obligations under the Management Services Agreement and (c) any Brookfield Acquisition Right.

“Representatives” means the directors, officers, employees, agents and Advisors of a Party.

“Sanctioned Person” means a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time or any other Sanctions-related list of designated Persons maintained by an applicable Governmental Body described in the definition of “Sanctions.”

“Sanctions” means any sanctions imposed, administered or enforced from time to time by OFAC, the U.S. Department of State, Her Majesty’s Treasury, the United Nations, the European Union or any agency or subdivision of any of the foregoing, including any regulations, rules and executive orders issued in connection therewith.

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“Securities” means (a) with respect to the GATX Member, any (i) Company Securities and (ii) Blocker Units, in each case held by the GATX Group, and (b) with respect to the Blocker Member, any (i) Company Securities and (ii) Blocker Units, in each case held by the Brookfield Group.

“Subject Securities” means (i) with respect to the GATX Member, the Company Securities and Blocker Units, in each case held by the GATX Group; and (ii) with respect to the Blocker Member, the Blocker Units held by the Brookfield Blocker Owner.

“Subsidiary” means, with respect to any Person, any entity of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof or any partnership, association or other entity of which a majority of the partnership or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, limited liability company, association or other entity or is or controls the managing director or general partner of such partnership, limited liability company, association or other business entity. Notwithstanding the foregoing, for purposes of this Agreement, neither the Company nor Blocker Member shall be deemed to be Subsidiaries of GATX Member or its Affiliates.

“Tax” or “Taxes” means any and all U.S. federal, state, provincial, local, non-U.S. or other taxes, levies, fees, imposts, duties and similar governmental charges (including any interest, fines, assessments, penalties, deficiency assessments or additions to tax imposed in connection therewith or with respect thereto) including (a) taxes imposed on, or measured by, net income, gross income, franchise, profits or gross receipts and (b) ad valorem, value added, capital gains, sales, goods and services, use, real or personal property (tangible and intangible), capital stock, license, branch, payroll, withholding, employment, social security (or similar), unemployment, disability, occupational, abandoned or unclaimed property (escheat), excise, compensation, utility, severance, production, stamp, registration, occupation, premium, windfall profits, excess profits, fuel, gas import, environmental, transfer and gains, lease, service, service use, alternative or add on minimum and estimated taxes and customs duties.

“Tax Book Value” means, with respect to any asset, such asset’s adjusted basis for U.S.

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federal income Tax purposes, except as follows: (a) the initial Tax Book Value of any asset (other than cash) contributed by a Member to the Company will be the gross Fair Market Value of such asset as of the date of such contribution; (b) the Tax Book Value of all Company assets will be adjusted to equal their respective gross Fair Market Values as of the following times: (i) the contribution of more than a de minimis amount of assets to the Company by a new or an existing Member as consideration for any Membership Interest; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration in respect of any Membership Interest of such Member; (iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); (iv) in connection with the grant of any Membership Interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a member capacity, or by a new Member acting in a member capacity or in anticipation of being a Member; and (v) the acquisition of any Membership Interest in the Company upon the exercise of a non-compensatory option in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(s); provided, however, that adjustments pursuant to clauses (i), (ii), (iv) and (v) of this sentence will be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company; (c) the Tax Book Value of any Company asset distributed to any Member will be the gross Fair Market Value of such asset on the date of distribution; (d) the Tax Book Values of the Company assets will be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and clause (f) of the definition of “Profits” and “Losses” or Section 4.8(b)(vii); provided, however, that Tax Book Values will not be adjusted to the extent that an adjustment pursuant to clause (b) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d); and (e) if the Tax Book Value of any Company asset has been determined or adjusted pursuant to clause (a), (b) or (d) above, such Tax Book Value will thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses (and not by the depreciation, amortization or other cost recovery deductions allowable with respect to that asset for U.S. federal income Tax purposes).

“Tax Return” means any return, declaration, claim for refund, report, election, form, statement, information return or other document (including attachments, schedules or any related or supporting information or any amendments) filed or supplied or required to be filed or supplied to any Taxing Authority with respect to Taxes of any kind or nature.

“Taxing Authority” means any Governmental Body responsible for or having jurisdiction over the administration, determination, collection or the imposition of any Tax.

“Third Party” means, with respect to a Member, another Person that is not another Member or an Affiliate of a Member.

“Transfer” means (i) when used in relation to the term “Company Securities”, any sale, assignment, transfer, pledge, encumbrance, hypothecation or other similar arrangement or disposal of a Company Security or any legal or beneficial interest therein, whether voluntarily, involuntarily or by operation of applicable Law, including by the entry into any contract, option or other arrangement, or the granting or imposition of any Lien that gives any Person other than the Member, whether or not upon the occurrence or nonoccurrence of an event, the right to acquire any Company Securities or any legal or beneficial interest therein, to vote any Company Securities, or to require that any Company Securities be transferred, whether voluntarily, involuntarily or by operation of applicable Law; and (ii) when used in relation to any other Equity Interest, any sale, assignment, transfer, pledge, encumbrance, hypothecation or other similar arrangement or disposal of such Equity Interest or any legal or beneficial interest therein, whether voluntarily, involuntarily or by operation of applicable Law, including by the entry into any contract, option or other arrangement, or the granting or imposition of any Lien that gives any Person other than the holder thereof, whether or not upon the occurrence or nonoccurrence of an event, the right to acquire such Equity Interest or any legal or beneficial interest therein, to vote such Equity Interest, or to require that such Equity Interest be transferred, whether voluntarily, involuntarily or by operation of applicable Law.

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Notwithstanding the foregoing, in no event shall any of the following constitute a “Transfer” for any purpose under this Agreement: (a) any purchase, sale, trading or issuance of units or other securities of a Member or its Affiliates whose securities are traded on a public exchange, or (b) any purchase, sale, transfer or issuance of any interest in any investment fund managed by Brookfield Asset Management Ltd. or its Affiliates or the admission of any new partner to any investment fund managed by Brookfield Asset Management Ltd. or its Affiliates.

“Transferring Party” means (i) with respect to the GATX Group, GATX Member (with respect to Company Securities) together, if applicable, with its Affiliate that holds Blocker Units (with respect to such Blocker Units), and (ii) with respect to the Brookfield Group, Brookfield Blocker Owner with respect to the Blocker Units owned by it.

“Unbudgeted Discretionary Expenditure” has the meaning set forth in the Management Services Agreement.

“Undistributed 90% Cash Amount” means, at any time of determination, the amount by which (i) the aggregate 90% Distribution Period Cash Flow Amount received by the Company Group prior to such time of determination from all 90% Distribution Periods exceeds (ii) distributions made by the Company to the Members pursuant to Sections 4.4(a)(i), 4.4(b)(ii)(2) and 4.4(c)(i).

“Undistributed Asset Disposition Net Proceeds” means, at any time of determination, the amount (if any) by which (i) the aggregate Asset Disposition Net Proceeds received by the Company Group prior to such time of determination exceeds (ii) the aggregate amount paid and distributed pursuant to Section 4.4(b)(i).

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Section 11.17 Terms Defined Elsewhere in this Agreement. As used in this Agreement, the following terms shall have the meanings ascribed to them in the sections indicated:

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