Exhibit
4.58




 





 


NOTE PURCHASE AGREEMENT


 


Dated as of October 19, 2010


 


among


 


TAL ADVANTAGE IV LLC


as Issuer


 


TAL INTERNATIONAL CONTAINER CORPORATION

as Manager


 


WELLS FARGO SECURITIES, LLC

as Initial Purchaser




 


 





 


(TAL ADVANTAGE IV LLC - 

FIXED RATE SECURED NOTES, SERIES 2010-2)


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  Definitions

  	
  2

  
	
  SECTION 2.

  	
  The Notes

  	
  4

  
	
  SECTION 3.

  	
  Representations and Warranties of the Issuer

  	
  6

  
	
  SECTION 3A.

  	
  Representations and Warranties of the Manager

  	
  9

  
	
  SECTION 4.

  	
  Purchase, Sale and Delivery of the Notes

  	
  9

  
	
  SECTION 5.

  	
  Offering by the Initial Purchaser

  	
  9

  
	
  SECTION 6.

  	
  Covenants of the Issuer

  	
  10

  
	
  SECTION 7.

  	
  Expenses; Fees

  	
  12

  
	
  SECTION 8.

  	
  Conditions of the Initial Purchaser’s Obligation

  	
  13

  
	
  SECTION 9.

  	
  Representations, Warranties and Covenants of the Initial
  Purchaser

  	
  16

  
	
  SECTION 10.

  	
  Indemnification and Contribution

  	
  18

  
	
  SECTION 11.

  	
  Survival; Scope of Liability

  	
  21

  
	
  SECTION 12.

  	
  Termination

  	
  22

  
	
  SECTION 13.

  	
  Supplied Information

  	
  22

  
	
  SECTION 14.

  	
  Notices

  	
  22

  
	
  SECTION 15.

  	
  Successors

  	
  23

  
	
  SECTION 16.

  	
  Counterparts

  	
  23

  
	
  SECTION 17.

  	
  Governing Law

  	
  23

  
	
  SECTION 18.

  	
  Submission to Jurisdiction

  	
  24

  
	
  SECTION 19.

  	
  Waiver of Jury Trial

  	
  24

  
	
  SECTION 20.

  	
  Negotiations

  	
  24

  
	
  SECTION 21.

  	
  Amendments, Etc.

  	
  24

  
	
  SECTION 22.

  	
  Severability of Provisions

  	
  24

  
	
  SECTION 23.

  	
  No Waiver; Cumulative Remedies

  	
  25

  
	
  SECTION 24.

  	
  Integration

  	
  25

  
	
  SECTION 25.

  	
  Nonpetition Covenant

  	
  25

  
	
  SECTION 26.

  	
  USA
  Patriot Act

  	
  26

  



 


i






 










 


NOTE
PURCHASE AGREEMENT (as amended, modified and supplemented from time to time in
accordance with its terms, the “Agreement”),  dated as of October 19, 2010, by and among:


 


(1)           TAL
ADVANTAGE IV LLC, a Delaware limited liability company, as issuer under the
Indenture (defined below) and the Series 2010-2 Supplement (defined below)
(together with its successors and permitted assigns, the “Issuer”);


 


(2)           TAL
INTERNATIONAL CONTAINER CORPORATION, a Delaware corporation (together with its
successors and permitted assigns, the “Manager”);
and


 


(3)           WELLS
FARGO SECURITIES, LLC, a Delaware limited liability company, as the Initial
Purchaser (together with its successors and assigns, “Initial Purchaser”).


 


NOW
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree as follows:


 


SECTION
1.           Definitions.


 


(a)           Certain
capitalized terms used throughout this Agreement are defined above or in this Section
1(a).  In addition, capitalized terms
used but not defined herein have the meanings given to such terms in Appendix A
to the Indenture, dated as of June 28, 2010 (as amended, restated, supplemented
or otherwise modified from time to time in accordance with its terms, the “Indenture”), by and between the Issuer and
Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”), or, if not defined
therein, as defined in the Series 2010-2 Supplement, dated as of October 19,
2010, by and between the Issuer and the Indenture Trustee (as amended,
restated, supplemented or otherwise modified from time to time in accordance
with its terms, the “Series 2010-2
Supplement”), issued pursuant to the terms of the Indenture.


 


(b)           As used in this
Agreement and its exhibits, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined).


 


Act:  The
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.


 


Affiliate:  This term
has the meaning set forth in Appendix A to the Indenture.


 


Authorized Signatories:  Any Person designated by written notice
delivered to the Indenture Trustee as authorized to execute documents and
instruments on behalf of a Person.


 


Closing Date:  This term
has the meaning set forth in Section 4 hereof.


 


Code:  Internal
Revenue Code of 1986, as amended.


 


Commission:  The United
States Securities and Exchange Commission.


 


2

















 


Container:  This term
has the meaning set forth in Appendix A to the Indenture.


 


Definitive Note:  This
term has the meaning set forth in Appendix A to the Indenture.


 


Depositary:  The
Depository Trust Company, until a successor Depositary shall have become such
pursuant to the applicable provisions of the Indenture, and thereafter “Depositary”
shall mean or include each Person who is then a Depositary under the Indenture.


 


Early Amortization Event:  This term has the meaning set forth in Section
1201 of the Indenture.


 


ERISA:  Employee
Retirement Income Security Act of 1974, as amended.


 


Event of Default:  This
term has the meaning set forth in Section 801 of the Indenture.


 


Exchange Act:  The
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


Global Notes:  This term
has the meaning set forth in Appendix A to the Indenture.


 


Indenture:  This term
shall have the meaning set forth in Section 1(a) hereof.


 


Indenture Trustee:  This
term shall have the meaning set forth in Section 1(a) hereof.


 


Initial Purchaser Information:  This term has the meaning set forth in Section
13 hereof.


 


Initial Purchaser:  This
term has the meaning set forth in the preamble hereto.


 


Institutional Accredited Investors:  This term has the meaning set forth in Section
2(f) hereof.


 


Investment Company Act:  The Investment Company Act of 1940, as
amended, and the rules and regulations promulgated thereunder.


 


Loss:  This term
has the meaning set forth in Section 10(a) hereof.


 


Manager Report:  This
term has the meaning set forth in Appendix A to the Indenture.


 


Noteholder:  The Person
in whose name a Note is registered in the Note Register maintained by the
Indenture Trustee pursuant to Section 205 of the Indenture.


 


Notes:  The Fixed
Rate Secured Notes, Series 2010-2, issued by the Issuer pursuant to the terms
of the Series 2010-2 Supplement.


 


3

















 


Offering Memorandum:  This term has the meaning set forth in Section
2(d) hereof.


 


Person:  An
individual, a partnership, a limited liability company, a corporation, a joint
venture, an unincorporated association, a joint-stock company, a trust, or
other entity or a Governmental Authority.


 


Preliminary Offering Memorandum:  This term has the meaning set forth in
Section 2(d) hereof.


 


Proceeding:  This term
has the meaning set forth in Section 10(a) hereof.


 


Qualified Institutional Buyer:  This term has the meaning set forth in Rule 144A.


 


Rating Agency: 
S&P and any other rating agency that has been requested to issue a
rating with respect to the Notes.


 


Regulation S:  This term
has the meaning set forth in Section 2(f) hereof.


 


Related Assets:  This
term has the meaning set forth in Appendix A to the Indenture.


 


Rule 144A:  Rule 144A
under the Act, as such rule may be amended from time to time.


 


S&P:  Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any
successor thereto.


 


Series 2010-2 Supplement:  This term has the meaning set forth in Section
1(a) hereof.


 


TAL Fleet:  The Manager’s
fleet of Managed Containers.


 


TAL Person:  This term
has the meaning set forth in Section 8(f) hereof.


 


UCC:  The Uniform
Commercial Code as in effect in the applicable jurisdiction.


 


United States:  The
United States of America.


 


(c)           All accounting
terms not specifically defined herein shall be construed in accordance with
GAAP.  All terms used in the UCC in
effect in the State of New York and not specifically defined herein, are used
herein as defined therein.


 


(d)           Unless otherwise
stated in this Agreement, in the computation of a period of time from a
specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each mean “to but excluding”.


 


SECTION 2.           The Notes.  (a) Subject to the terms and conditions
herein contained, the Issuer proposes to sell to the Initial Purchaser Two
Hundred and Three Million Dollars 


 


4

















 


($203,000,000) aggregate principal amount of the
Notes, as more fully described in Section
4.  The terms of the Notes are
more fully set forth in the Offering Memorandum.


 


(b)           The Notes are to
be issued under the Series 2010-2 Supplement issued pursuant to the Indenture.


 


(c)           The Notes shall be
offered and sold to the Initial Purchaser without being registered under the
Act, in reliance on exemptions therefrom provided by Section 464 of the Act.


 


(d)           In connection with
the sale of the Notes, the Issuer has prepared a preliminary offering
memorandum dated September 30, 2010 (the “Preliminary
Offering Memorandum”) and a final Offering Memorandum dated October 13,
2010 (the “Offering Memorandum”),
which shall each be in form and substance satisfactory to the Initial
Purchaser. All references to the Preliminary Offering Memorandum or the
Offering Memorandum shall be deemed to include all attachments thereto.


 


(e)           The Issuer hereby
expressly authorizes the Initial Purchaser to use the Preliminary Offering
Memorandum and the Offering Memorandum, as they may at any time have been or
may be amended or supplemented by the Issuer, in connection with the offer and
sale of the Notes. The Issuer hereby ratifies and affirms all distributions of
the Preliminary Offering Memorandum by the Initial Purchaser prior to the date
of this Agreement and authorizes the Initial Purchaser to distribute the Preliminary
Offering Memorandum and the Offering Memorandum in connection with the offer
and sale of the Notes, provided that, in each case, such distributions were
made only to Persons reasonably believed by the Initial Purchaser to be (i) Qualified
Institutional Buyers, (ii) Institutional Accredited Investors that deliver a
Purchaser Letter in the form of Annex A to the Offering Memorandum, or (iii) certain
Persons to whom the offer and sale of the Notes may be made without
registration under the Act in reliance upon Regulation S.  The Issuer also hereby expressly authorizes
the Initial Purchaser to distribute to Persons with the aforementioned
qualifications copies of the Series 2010-2 Transaction Documents and of opinion
letters and other documents delivered in connection with the execution of the Series
2010-2 Transaction Documents, in connection with the offer and sale of the
Notes if requested by such Persons.


 


(f)            The Issuer
understands that the Initial Purchaser proposes to make an offering of the
Notes, as soon as it deems advisable after this Agreement has been executed and
delivered, on the terms and in the manner set forth in the Offering Memorandum
to Persons that the Initial Purchaser reasonably believes to be (i) Qualified
Institutional Buyers, in transactions under Rule 144A, (ii) institutional “accredited
investors” (“Institutional Accredited
Investors”), as defined in Rule 501(a)(1), (2), (3) or (7) under
Regulation D of the Act that deliver a Purchase Letter in the form of Annex A
to the Offering Memorandum in private sales exempt from registration under the
Act, or (iii) certain Persons to whom the offer and sale of the Notes may be
made without registration under the Act in reliance upon Regulation S under the
Act (“Regulation S”).  Any Notes sold to Institutional Accredited
Investors shall be represented by one or more Definitive Notes.


 


5

















 


SECTION 3.           Representations and
Warranties of the Issuer.  The Issuer represents and warrants to the
Initial Purchaser that as of the date hereof and as of the Closing Date:


 


(a)           (A) At 2:00 p.m. on October 13, 2010, the time of the first contract of
sale by the Initial Purchaser for any notes (the “Time of Sale”), the Preliminary Offering Memorandum did not
include any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; and (B)
the Offering Memorandum, as of its date and as of the Closing Date, will not
include any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does
not apply to information contained in or omitted from the Initial Purchaser
Information (as defined in Section 13).


 


(b)           The statements in
the Offering Memorandum under the captions “Description of the Management
Agreement,” “Description of the Contribution and Sale Agreement,” “Description
of the Series 2010-2 Notes and the Indenture” and “Description of the
Transition Agent Agreement,” insofar as they purport to constitute a summary of
the principal terms of the Notes and the Series 2010-2 Transaction Documents
conform in all material respects to the terms of the Notes and the Series 2010-2
Transaction Documents.


 


(c)           The Issuer is a
limited liability company duly organized, validly existing and in good standing
under the laws of Delaware.  The Issuer
is duly qualified to do business in each jurisdiction in which its ownership or
lease of property or the conduct of its business requires such qualification,
except where the failure to be so qualified would not reasonably be expected to
have a material adverse effect upon the Issuer or the ability of the Issuer to
perform any of its obligations under any Series 2010-2 Transaction Document to
which it is a party.


 


(d)           The Issuer has all
necessary limited liability company power and authority to execute and deliver
the Notes.  Each Note has been duly and
validly authorized by the Issuer and, from and after the date on which such
Note is executed by the Issuer and authenticated by the Indenture Trustee in
accordance with the terms of the Indenture and the Series 2010-2 Supplement and
delivered to and paid for by the Initial Purchaser in accordance with the terms
of this Agreement, shall be validly issued and outstanding and shall constitute
a valid and legally binding obligation of the Issuer enforceable against the
Issuer in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by general principles of equity,
regardless of whether enforceability is considered in a proceeding in equity or
at law.


 


(e)           The Issuer has all
necessary limited liability company power and authority to execute and deliver
this Agreement and the other Series 2010-2 Transaction Documents to which it is
a party; and the Issuer is and will continue to be authorized to perform its
obligations under the Indenture, this Agreement and the other Series 2010-2
Transaction Documents.  The execution,
delivery and performance by the Issuer of this Agreement and the other Series 2010-2
Transaction Documents to which it is a party and the transactions thereunder do
not require any consent or approval of any Governmental Authority, stockholder
or any other Person, other than any such consents or approvals that have been
obtained on or prior to the 2010-2 Closing Date or 


 


6

















 


which
the failure to obtain would not reasonably be expected to result in a Material
Adverse Change.


 


(f)            This Agreement is,
and each Series 2010-2 Transaction Document to which the Issuer is a party,
when duly executed and delivered by each of the parties thereto, will be, the
legal, valid and binding obligations of the Issuer, enforceable against the
Issuer in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors’ rights or by general principles of equity limiting
the availability of equitable remedies.


 


(g)           This Agreement has
been duly and validly executed and delivered by the Issuer.


 


(h)           The execution,
delivery and performance of this Agreement and each of the other Series 2010-2
Transaction Documents by the Issuer and the execution, delivery and payment of
the Notes by the Issuer will not: (a) contravene any provision of the Issuer’s
certificate of formation or limited liability company agreement; or (b) assuming
the accuracy of the representations and warranties of the other parties hereto
or thereto and the performance by those parties of their agreements and
obligations herein or therein, contravene, conflict with or violate any
Applicable Law or regulation, or any order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority having jurisdiction over
the Issuer; or (c) violate or result in the breach of, or constitute a default
under the Indenture, the other Series 2010-2 Transaction Documents, any other
indenture or other loan or credit agreement, or other agreement or instrument
to which the Issuer is a party or by which the Issuer, or its property and
assets may be bound or affected; except for, in the cases of clauses (a), (b) or
(c) above, any such contravention, conflict, violation, breach or default that
would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Change.


 


(i)            Except as
disclosed in the Offering Memorandum, there is no action, suit, proceeding or
investigation pending or, to the best knowledge of the Issuer, threatened
against it before any court, regulatory body, arbitrator, administrative agency
or other tribunal or governmental instrumentality (i) that asserts the
invalidity of this Agreement or any other Series 2010-2 Transaction Document,
or (ii) if determined adversely to the Issuer would individually or in the
aggregate have a material and adverse effect on the ability of the Issuer to
perform any of its obligations under the Series 2010-2 Transaction Documents to
which it is a party.


 


(j)            The Issuer does
not own any “margin security”, as that term is defined in Regulation U of the
Federal Reserve Board. None of the proceeds to the Issuer of the Notes will be
used, directly or indirectly, for the purpose of purchasing or carrying any
margin security, for the purpose of reducing or retiring any Indebtedness which
was originally incurred to purchase or carry any margin security or for any
other purpose which might cause any of the loans under the Series 2010-2 Supplement
to be considered a “purpose credit” within the meaning of Regulations T, U and
X.  The Issuer will not take or permit
any agent acting on its behalf to take any action which might cause the Notes
or any document or instrument delivered by the Issuer pursuant to the Series 2010-2
Supplement to violate any regulation of the Federal Reserve Board.


 


(k)           The Issuer is not:
an “investment company,” or an “affiliated person” of, or a “promoter” or “principal
underwriter” for, an “investment company,” as such terms are defined 


 


7

















 


in
the Investment Company Act. The issuance of the Notes hereunder and the
application of the proceeds thereof by the Issuer and the performance of the
transactions contemplated by the Indenture, the Series 2010-2 Supplement and
the other Series 2010-2 Transaction Documents will not violate any provision of
the Investment Company Act, or any rule, regulation or order issued by the
Securities and Exchange Commission thereunder.


 


(l)            None of the
Issuer, any of its Affiliates or any Person acting on its or their behalf has
engaged in any directed selling efforts (as that term is defined in Regulation
S) with respect to any Notes (provided that no representation is made as to the
actions of the Initial Purchaser or any Person acting on its behalf).  The Issuer, its Affiliates and any Person
acting on its or their behalf (provided that no representation is made as to
the actions of the Initial Purchaser or any Person acting on its behalf) have
complied with the offering restrictions and the requirements of Regulation S in
connection with any offering of Notes outside the United States.


 


(m)          Assuming the
representations and warranties of the Initial Purchaser in Section 9 are true and assuming the
compliance by the Initial Purchaser with its covenants and agreements set forth
herein, it is not necessary to register any of the Notes under the Act or to
qualify the Indenture under the Trust Indenture Act of 1939, as amended, in
connection with the initial sale of the Notes to the Initial Purchaser in the
manner contemplated by this Agreement or for the initial resale of the Notes by
the Initial Purchaser in the manner contemplated by this Agreement.


 


(n)           On the date hereof
and the Closing Date, (i) each of the representations and warranties of the
Issuer that is set forth in this Agreement, the Indenture or the other Series 2010-2
Transaction Documents is and shall be true and correct in all material respects
(except to the extent that such representations or warranties specifically
relate to an earlier date), and (ii) the Issuer is not and shall not be in
breach, in any material respect, of any covenant or agreement set forth in this
Agreement, the Indenture or any other Series 2010-2 Transaction Document.


 


(o)           No Event of
Default or Early Amortization Event has occurred and is continuing.  No event or condition that with notice or the
passage of time (or both) could reasonably be expected to constitute an Event
of Default or Early Amortization Event has occurred or is continuing.


 


(p)           The Notes meet the
eligibility requirements of Rule 144A(d)(3) of the Act.


 


(q)           Neither the Issuer
nor any of its Affiliates has purchased, or is purchasing, any Notes.


 


(r)            The Issuer has not
engaged in any form of general solicitation or general advertising in
connection with the offer or sale of the Notes (as those terms are used in
Regulation D under the Act).


 


(s)           As of the Closing
Date, the representations and warranties made by the Issuer in the Transaction
Documents or made by the Issuer in any certificate delivered pursuant to the
Transaction Documents are true and correct in all material respects unless such
representation or warranty relates solely to an earlier date in which case such
information shall be true and correct on such earlier date.


 


8






 










 


(t)            Except for the
Initial Purchaser, neither the Issuer nor the Manager has employed or retained
a broker, finder, commission agent or other person in connection with the sale
of the Notes, and neither the Issuer nor the Manager is under any obligation to
pay any broker’s fee or commission in connection with such sale.


 


(u)           The Issuer agrees
that it and each of its Affiliates will not offer or sell the Notes in the
United States by means of any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the Act, including, but not
limited to (i) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio, or (ii) any seminar or meeting whose attendees have been
invited by any general solicitation or general advertising.  The Issuer agrees, with respect to resales
made in reliance on Rule 144A of any of the Notes, to deliver either with the
confirmation of such resale or otherwise prior to settlement of such resale a
notice to the effect that the resale of such Notes has been made in reliance
upon the exemption from the registration requirements of the Securities Act
provided by Rule 144A.


 


SECTION 3A.       Representations and Warranties of the Manager.  The Manager represents and warrants to the
Initial Purchaser that as of the date hereof and as of the Closing Date: (i) each
of the representations and warranties of the Manager that is set forth in the Series
2010-2 Transaction Documents to which it is a party is and shall be true and
correct in all material respects (unless such representation or warranty
specifically relates to an earlier date in which case it will be true and
correct in all material respects as of such earlier date), and (ii) the Manager
is not and shall not be in breach, in any material respect, of any of its
covenants or agreements set forth in this Agreement or any other Series 2010-2
Transaction Document to which it is a party.


 


SECTION
4.           Purchase,
Sale and Delivery of the Notes.  On the basis of the representations,
warranties, agreements and covenants herein contained and subject to the terms
and conditions herein set forth, Issuer agrees to sell to the Initial
Purchaser, and the Initial Purchaser agrees to purchase from the Issuer, on the
Closing Date, the principal amount of the Notes set forth on Schedule I hereto
opposite the name of such respective Initial Purchaser.  The Notes are to be purchased by the Initial
Purchaser at a purchase price equal to 100% of the aggregate principal amount
thereof.  Except for any Notes issued to
Institutional Accredited Investors which Notes shall be issued as Definitive
Notes, the Notes shall be Book-Entry Notes, and shall be registered in the name
of Cede & Co., as nominee of The Depository Trust Company. The delivery of
and payment for the Notes shall be made at the offices of SNR Denton LLP, at
10:00 a.m., New York time on October 19, 2010 or at such other place, time or
date as the Initial Purchaser and the Issuer may agree upon, such time and date
of delivery against payment being herein referred to as the “Closing Date”. The Issuer shall make
copies of the Notes available for checking by the Initial Purchaser at the
offices of the Initial Purchaser at least 24 hours prior to the Closing Date.
The purchase price of the Notes paid by the Initial Purchaser shall be remitted
by wire transfer to the Indenture Trustee.


 


SECTION
5.           Offering
by the Initial Purchaser.


 


(a)           The Initial
Purchaser proposes to make an offering of the Notes, upon the terms set forth
in the Offering Memorandum, as soon as practicable after this Agreement is
entered into 


 


9

















 


and
as in its judgment is advisable. During the period from the date of this
Agreement until the earlier of (i) the date on which the Initial Purchaser
shall have completed the initial resale of all of the Notes and (ii) 90 days
after the date of this Agreement, the Issuer agrees to reasonably assist the
Initial Purchaser in any marketing of the Notes and (promptly upon request) to
provide all information reasonably deemed necessary by the Initial Purchaser in
such marketing. In addition, during such period the Issuer shall use
commercially reasonable efforts to make appropriate officers and representatives
of the Issuer available to participate in information meetings for potential
investors at such times and places as the Initial Purchaser may reasonably
request.


 


(b)           The Issuer
acknowledges and agrees that the Initial Purchaser is acting solely in the
capacity of an arm’s length contractual counterparty to the Issuer with respect
to the offering of the Notes contemplated hereby (including in connection with
determining the terms of the offering) and not as a financial advisor or a
fiduciary to, or an agent of, the Issuer or any other Person.  Additionally, the Initial Purchaser is not
advising the Issuer or any other Person as to any legal, tax, investment,
accounting or regulatory matters in any jurisdiction.  The Issuer shall consult with its own
advisors concerning such matters and shall be responsible for making its own
independent investigation and appraisal of the transactions contemplated
hereby, and the Initial Purchaser shall have no responsibility or liability to
the Issuer with respect thereto.  Any
review by the Initial Purchaser of the Issuer, the transactions contemplated
hereby or other matters relating to such transactions will be performed solely
for the benefit of the Initial Purchaser and shall not be on behalf of the
Issuer.


 


(c)           The Issuer
acknowledges and agrees that:


 


(i)            the Issuer has been advised that the
Initial Purchaser and its Affiliates are engaged in a broad range of
transactions which may involve interests that differ from those of the Issuer
and that the Initial Purchaser has no obligation to disclose such interests and
transactions to the Issuer by virtue of any fiduciary, advisory or agency
relationship; and


 


(ii)           the Issuer waives, to the fullest
extent permitted by law, any claims it may have against the Initial Purchaser
for breach of fiduciary duty or alleged breach of fiduciary duty and agree that
the Initial Purchaser shall have no liability (whether direct or indirect) to
the Issuer in respect of such a fiduciary duty claim or to any Person asserting
a fiduciary duty claim on behalf of or in right of the Issuer, including
stockholders, employees or creditors of the Issuer.


 


SECTION 6.           Covenants of the Issuer.  The Issuer covenants and agrees with the
Initial Purchaser that:


 


(a)           The Issuer shall
not amend or supplement the Offering Memorandum or any amendment thereof or
supplement thereto unless the Initial Purchaser previously shall have been
advised thereof and been furnished a copy thereof prior to the proposed
amendment or supplement and shall not have reasonably objected in writing
within five (5) Business Days after being furnished a copy thereof.  If, at any time during the period beginning
on the date hereof and ending on the earlier of (i) the date on which Initial
Purchaser shall have completed the 


 


10

















 


initial
resale of all of the Notes and (ii) 90 days after the date of this Agreement,
any event occurs as a result of which the Preliminary Offering Memorandum or
the Offering Memorandum as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary at any such time to
amend or supplement the Preliminary Offering Memorandum or the Offering
Memorandum to comply with any Applicable Law, the Issuer shall promptly notify
the Initial Purchaser thereof and shall prepare and deliver to the Initial
Purchaser, at the expense of the Issuer, an amendment of or supplement to the
Preliminary Offering Memorandum or the Offering Memorandum which will correct
such statement or omission or effect such compliance.


 


In
the event that the Initial Purchaser shall incur any costs in connection with
the reformation of a contract of sale with any investor that received a
Preliminary Offering Memorandum that contains or contained any untrue statement
of material fact or failed to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, the Issuer and the Manager jointly and severally agree to
reimburse the Initial Purchaser for such costs, provided that the untrue
statement or omission in such Preliminary Offering Memorandum did not relate
solely to Initial Purchaser Information (as defined in Section 13 hereof).


 


(b)           The Issuer will
use its reasonable efforts to arrange for qualification or exemption of the
Notes for sale under the securities or “Blue Sky” laws of any state that the
Initial Purchaser shall reasonably request and shall pay all reasonable
expenses (including reasonable fees and disbursements of counsel) in connection
with the qualification or exemption and in connection with the determination of
the eligibility of the Notes for investment under the laws of the jurisdictions
that the Initial Purchaser may reasonably designate and will continue such
qualifications or exemptions in effect in such jurisdictions until the earlier
of (x) the date on which Initial Purchaser shall have completed the initial
resale of all of the Notes and (y) 90 days after the date of this Agreement,
provided that the Issuer will not be required to (i) qualify to do business in
any jurisdiction it is not now so qualified, (ii) take any action that would
subject it to service of process in suits (other than those suits arising out
of the offering or sale of the Notes) in any jurisdiction where it is not now
so subject or (iii) subject it to taxation in excess of a nominal dollar amount
in any such jurisdiction where it is not now so subject.


 


(c)           The Issuer shall,
without charge, provide to the Initial Purchaser as many copies of the
Preliminary Offering Memorandum and the Offering Memorandum and any amendment
thereof or supplement thereto as the Initial Purchaser may reasonably request.


 


(d)           The Issuer (or any
of its “affiliates” as defined in Regulation D under the Act), directly or
through any agent, shall not sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any “security” (as defined in the Act) that
is integrated with the sale of the Notes hereunder in a manner that would cause
the exemption afforded by Section 4(2) of the Act or the safe harbor of
Regulation S thereunder to cease to be applicable to the offer and sale of the
Notes hereunder.


 


(e)           Neither the Issuer
nor any of its Affiliates shall contact or solicit potential investors to
purchase any Note, engage any Person to assist in the placement or sale of the
Notes 


 


11

















 


or
sell any Notes to any Person, in the case of each of the foregoing, other than
the Initial Purchaser except as consented to in writing by the Initial
Purchaser.


 


(f)            The Issuer shall
cause the Notes to be eligible for clearance and settlement through The
Depository Trust Company.


 


(g)           Neither the Issuer
nor any of its Affiliates shall sell or otherwise transfer any Notes that have
been acquired by any of them.


 


(h)           Except with
respect to the Notes to be issued on the Closing Date, during the period
commencing on the date hereof and ending on the thirtieth (30th) day after the
Closing Date, the Issuer shall not issue any U.S. dollar denominated debt
securities similar to the Notes which are either placed or syndicated by the
Issuer or any of its Affiliates in the international or U.S. capital markets,
directly or on their behalf, in any manner which could in the sole judgment of
the Initial Purchaser have a detrimental effect on the successful offering,
sale or resale of the Notes unless mutually agreed to in writing by the Initial
Purchaser and the Issuer.


 


(i)            During the period
of two years after the Closing Date, the Issuer will not be or become an
open-end investment company, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of the
Investment Company Act.


 


(j)            If the rating
assigned to the Notes is dependent upon the delivery to the Rating Agency of
the executed Series 2010-2 Transaction Documents, the Issuer shall deliver such
documents to the Rating Agency within thirty (30) days after the Closing Date.


 


(k)           The Issuer agrees
that, in order to render the Notes eligible for resale pursuant to Rule 144A
under the Act, while any of the Notes remain outstanding, to make available,
upon request, to any Noteholder or prospective purchasers of Notes the
information specified in Rule 144A(d)(4) (unless the Issuer is then subject to Section
13 or 15(d) of the 1934 Act).


 


(l)            Neither the Issuer
nor the Manager will take or permit, or cause any of their Affiliates to take,
any action whatsoever which would have the effect of requiring the registration
under the Act of the offering or sale of the Notes contemplated by the
Preliminary Offering Memorandum and the Offering Memorandum.


 


(m)          So long as any of
the Notes are outstanding, the Issuer will furnish to the Initial Purchaser, by
first-class mail, as soon as practicable: 
(i) copies of all documents required to be distributed to the
Noteholders; and (ii) from time to time, such other information concerning the
Issuer or the Manager as the Initial Purchaser may reasonably request.


 


SECTION
7.           Expenses;
Fees.  (a)  Each of the Manager and the Issuer jointly and
severally agrees to pay all reasonable and documented costs and expenses
incident to the purchase and resale of the Notes by the Initial Purchaser and
the transactions contemplated by this Agreement and the Series 2010-2
Transaction Documents, whether or not the transactions contemplated herein or
therein are consummated or this Agreement is terminated pursuant to Section 12,
including all reasonable and documented costs and expenses incident to (i) the
preparation, printing, word processing, distribution or other production of
documents with respect to such transactions, including any costs in respect of
the Series 2010-2 Transaction 


 


12

















 


Documents, the Preliminary Offering Memorandum and
the Offering Memorandum and any amendment thereof or supplement thereto, and
any “Blue Sky” memorandum, (ii) all arrangements relating to the delivery to
the Initial Purchaser of copies of the foregoing documents, (iii) the
reasonable and documented fees and disbursements of counsel, accountants and
other consultants, experts and advisors retained by the Initial Purchaser or
any of its Affiliates (including, but not limited to the fees, costs and
expenses described under Section 7(b) herein) (provided that the fees of
counsel to the Initial Purchaser shall not exceed $200,000), (iv) preparation,
issuance, transfer and delivery of the Notes, (v) the Indenture Trustee’s
reasonable and documented fees and expenses, including reasonable and
documented expenses of counsel retained by the Indenture Trustee, (vi) the
qualification of the Notes under state securities and “Blue Sky” laws
(including filing fees and fees) to the extent such qualification is required
by this Agreement, (vi) reasonable and documented expenses of the Initial
Purchaser in connection with any meetings with prospective investors in the
Notes, (vii) all reasonable and documented expenses and fees incurred in
connection with causing the Notes to be eligible for clearance and settlement
through The Depository Trust Company, and (viii) fees charged by S&P for
the rating of the Notes.  The Issuer
acknowledges that the Initial Purchaser is not responsible for any of the fees,
costs and expenses contemplated by this subsection.


 


(b)           Each of the
Manager and the Issuer jointly and severally agrees to pay or reimburse, on a
timely basis, the Initial Purchaser for all reasonable and documented out of
pocket fees, costs and expenses incurred by the Initial Purchaser or third
parties selected by the Initial Purchaser (which may include an Affiliate of
the Initial Purchaser) in connection with the conduct of a due diligence
examination of the Containers and the Related Transferred Assets, and of the
activities of the Issuer and any of its Affiliates with respect to the Managed
Containers and the Related Assets whether or not the transactions contemplated
herein are consummated.  The Issuer
agrees that these fees may include reasonable and documented fees and expenses
incurred in connection with time spent at the offices of the Issuer, the
Manager, or any of their Affiliates and in preparation of reports relating
thereto.


 


(c)           The amounts
payable under each clause of this section shall be cumulative and payment of
amounts referred to in one clause shall not reduce amounts payable under
another clause.


 


SECTION 8.           Conditions of the Initial
Purchaser’s Obligation.  The obligations of the Initial Purchaser to
purchase and pay for Notes in an amount equal to the principal amount set forth
on Schedule I hereto opposite its name shall, in its sole discretion, be
subject to the following conditions:


 


(a)           The Issuer shall
have (i) caused all Uniform Commercial Code financing statements (or documents
of similar import) required to perfect the first priority security interest of
the Indenture Trustee pursuant to the Indenture in the Collateral and related
items, in each case, to be duly filed in the manner required by the laws of
each appropriate jurisdiction.


 


(b)           All corporate and
other proceedings in connection with the transactions contemplated hereby and
by the Series 2010-2 Transaction Documents and all documents and Notes incident
thereto shall be reasonably satisfactory in form and substance to the Initial
Purchaser and its counsel, and the Initial Purchaser shall have received any
other documents 


 


13

















 


incident
to the transactions contemplated hereby and by the Series 2010-2 Transaction
Documents that the Initial Purchaser or its counsel shall reasonably
request.  The Initial Purchaser or its
counsel shall have received on the Closing Date certified copies of all
documents evidencing corporate or other organizational action taken by the
Issuer, the Manager and the Indenture Trustee to approve the execution and
delivery of this Agreement and the Series 2010-2 Transaction Documents to which
they are a party and the consummation of the transactions contemplated hereby
and thereby.


 


(c)           Immediately prior
to the sale of the Notes to the Initial Purchaser, the Notes shall have been
executed by the Issuer and authenticated by or on behalf of the Indenture
Trustee, and this Agreement and each of the Series 2010-2 Transaction Documents
that are to be executed and delivered on or prior to the Closing Date shall
have been executed and delivered.  The
Initial Purchaser and the Indenture Trustee shall have received on the Closing
Date a fully executed counterpart original and any required conformed copies of
all Series 2010-2 Transaction Documents delivered on or prior to the Closing
Date, and the Indenture Trustee shall have received the Notes.


 


(d)           The Initial
Purchaser or its counsel shall have received on the Closing Date signature and
incumbency certificates executed by Authorized Signatories of the Issuer and
the Indenture Trustee certifying the identities and signatures of those
officers who executed each of this Agreement and the other Series 2010-2
Transaction Documents delivered in connection with Series 2010-2 to which the
Issuer or the Indenture Trustee, as the case may be, is a party.


 


(e)           The Notes shall
have been rated “A” by S&P, such rating shall be in full force and effect
and the Initial Purchaser shall have received letter(s) from S&P dated on
or before the Closing Date to such effect.


 


(f)            Subsequent to the
execution and delivery of this Agreement, there shall not have occurred (i) any
material adverse change, or any development involving a prospective material
adverse change, in the condition (financial or otherwise) or in the business,
properties or operations of the Issuer or the Manager (collectively, a “TAL
Person”), (ii) a material suspension or material limitation of trading in
securities generally on the New York Stock Exchange, or the establishment of
minimum prices on the New York Stock Exchange, (iii) a general moratorium on
commercial banking activities declared by any state of the United States or
United States authorities, (iv) any material outbreak or material escalation of
hostilities, insurrection or armed conflict in which the United States of
America is involved, any declaration of war by Congress or any other national
or international calamity or emergency that in the sole judgment of the Initial
Purchaser makes it impractical or inadvisable to purchase the Notes or to
proceed with the offering, sale, resale or delivery of the Notes, or (v) any
material adverse change in financial, political or economic conditions that in
the sole judgment of the Initial Purchaser makes it impractical or inadvisable
to purchase the Notes or to proceed with the offering, sale, resale or delivery
of the Notes.


 


(g)           On the Closing Date,
the Initial Purchaser shall have received opinions, dated the Closing Date,
addressed to the Initial Purchaser and in form and substance reasonably
satisfactory to its counsel, of (i) Vedder Price P.C., counsel to the Issuer
and the Manager, as to (A) perfection of the Indenture Trustee’s interest in
the Collateral and other UCC matters, (B) 


 


14

















 


“true
sale”, substantive consolidation, (C) corporate, tax and other matters, and (D)
securities laws matters; (ii) internal counsel of the Manager as to certain
matters relating to the Manager; (iii) counsel to the Indenture Trustee, as to
certain matters relating to the Indenture Trustee; and (iv) such opinion
letters, if any, as shall be delivered to the Rating Agency with respect to
matters not addressed in clauses (i) through
(iv) above.  In addition to the matters set forth above,
the opinion letter of Vedder Price P.C. shall also include a statement to the
effect that, during the preparation of the Offering Memorandum, such counsel
has participated in conferences with officers and other representatives of the
independent public accountants for the Issuer, representatives of the Initial
Purchaser and counsel for the Initial Purchaser, at which conferences the content
of the Offering Memorandum and related matters were discussed.  Based upon such participation but without
independent review or verification, and without passing upon, and without
assuming responsibility for, the accuracy, completeness or fairness of the
statements contained in the Offering Memorandum, no facts have come to such
counsel’s attention which leads it to believe that, at the time the Offering
Memorandum (except as to financial statements and related notes, structuring
assumptions, financial, accounting and other statistical data and supported
schedules included therein or omitted therefrom, as to which such counsel need
express no opinion) contained any untrue statement of material fact or omitted
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading.


 


(h)           The Initial
Purchaser shall have received a letter from an Independent Accountant dated the
date of the Preliminary Offering Memorandum (with respect to the Preliminary
Offering Memorandum) and the Closing Date (with respect to the Offering
Memorandum), in form and substance satisfactory to the Initial Purchaser and
its counsel, containing statements and information of the type ordinarily
included in accountants’ “comfort letters” with respect to information
contained in the Preliminary Offering Memorandum and the Offering Memorandum.


 


(i)            The
representations and warranties of the Issuer and the Manager contained in this
Agreement and in the Series 2010-2 Transaction Documents to which it is a party
shall be true and correct in all material respects as of the date hereof and as
of the Closing Date; each of the Issuer and the Manager shall have performed in
all material respects all covenants and agreements and satisfied in all
material respects all conditions on its part to be performed or satisfied
hereunder and under the Series 2010-2 Transaction Documents on or prior to the
Closing Date.


 


(j)            The Initial
Purchaser shall have received a certificate of each TAL Person, dated the
Closing Date, signed on behalf of each TAL Person (as applicable) by its
President or any Vice President and its Chief Financial Officer or if such
entity has none, its Treasurer, to the effect that, to the actual knowledge of
such person after reasonable inquiry:


 


(i)            The representations and warranties
of such TAL Person contained in this Agreement and in the Series 2010-2
Transaction Documents to which such TAL Person is a party are true and correct in
all material respects as of the Closing Date as if made on such date, such TAL
Person has performed in all material respects all covenants and agreements and
satisfied in all material respects all conditions on its respective part to be
performed or satisfied hereunder and under the other Series 2010-2 Transaction
Documents on or prior to the Closing Date, and since the date of this
Agreement, there 


 


15

















 


has been no material
adverse change in the business, condition (financial or otherwise) or results
of operations of such TAL Person.


 


(ii)           Except as set forth in the Offering
Memorandum, since the date of this Agreement, there has not occurred any
material adverse change, or any development involving a prospective material
adverse change, in the condition (financial or otherwise) or in the business,
properties or operations of such TAL Person.


 


(k)           The Initial
Purchaser shall have received confirmation that the Notes have been accepted
for clearance of secondary market trading by The Depository Trust Company.


 


(l)            The Offering
Memorandum shall have been printed and an electronic copy distributed to the
Initial Purchaser not later than 5:00 p.m., New York time on October 13, 2010,
with paper copies distributed to the Initial Purchaser promptly thereafter, but
not later than 5:00 p.m. on October 13, 2010.


 


(m)          The Initial
Purchaser shall have received from the Issuer a completed and executed Asset
Base Certificate as of the Closing Date, evidencing that no Asset Base
Deficiency shall exist on such date (after giving effect to the transactions
occurring on the Closing Date pursuant to the Series 2010-2 Transaction
Documents).


 


(n)           The Closing Date
shall have occurred.


 


(o)           This Agreement has
not terminated pursuant to Section 12.


 


The
Issuer shall furnish to the Initial Purchaser and the Rating Agency (i) such
other agreements, instruments, documents, opinions, certificates, letters and
schedules as the Initial Purchaser or their counsel or any Rating Agency or its
counsel reasonably may request, and (ii) originals and conformed copies of all
opinions, certificates, letters, schedules, agreements, documents and
instruments delivered pursuant to this Agreement in the quantities that the
Initial Purchaser or the Rating Agencies, as the case may be, may reasonably
request.


 


SECTION
9.           Representations,
Warranties and Covenants of the Initial Purchaser.  The Initial Purchaser represents and warrants
and covenants to the Issuer that:


 


(a)           The Initial
Purchaser is an Institutional Accredited Investor.


 


(b)           The Initial
Purchaser acknowledges that the Notes have not been registered under the Act
and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except pursuant to an exemption from the
registration requirements of the Act. 
The Initial Purchaser represents and agrees that it has offered and sold
the Notes, and will offer and sell the Notes only (i) as part of its
distribution at any time and (ii) otherwise until 40 days after the later of
the commencement of the offering and the Closing Date, only in accordance with Rule
903 or Rule 144A or to Institutional Accredited Investors pursuant to an
exemption from the registration requirements of the Act.  Accordingly, neither the Initial Purchaser
nor its Affiliates, nor any persons acting on its or their behalf, have engaged
or will engage in any directed selling efforts with respect to the Notes, and
the Initial Purchaser, its Affiliates and all persons acting on its or their
behalf have complied and will comply with the 


 


16

















 


offering
restrictions requirement of Regulation S, Rule 144A and will otherwise only
offer and sell the Notes pursuant to an exemption from the registration
requirements of the Act.  The Initial
Purchaser will not offer or sell, and has not offered or sold any Notes except (x)
within the United States to persons reasonably believed by it to be (i) Qualified
Institutional Buyers in reliance on the exemption from registration provided by
Rule 144A or (ii) Institutional Accredited Investors that deliver a Purchaser
Letter in the form of Annex A to the Offering Memorandum and (y) to certain
non-U.S. persons outside the United States within the meaning of, and in compliance
with, Regulation S.  The Initial
Purchaser agrees that, at or prior to confirmation of sale of the Notes, other
than a sale pursuant to Rule 144A, the Initial Purchaser will have sent to each
distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases the Notes from it during the restricted period a
confirmation or notice (which notice may be contained in the Preliminary
Offering Memorandum) to substantially the following effect:


 


“The
Series 2010-2 Notes are being transferred to the purchaser in a transaction not
involving any public offering in the United States within the meaning of the
Securities Act, and that, if in the future the purchaser decides to resell,
pledge or otherwise transfer any Series 2010-2 Notes, such Series 2010-2 Notes
may be resold, pledged or transferred only in accordance with applicable state
securities laws and (i) in a transaction meeting the requirements of Rule 144A,
to a person that the transferor reasonably believes is a Qualified
Institutional Buyer) and to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144 A, (ii) (a) to a person that is
an Institutional Accredited Investor, is taking delivery of such Note in an
amount of at least $250,000 (or, if greater, the U.S. dollar equivalent of
50,000 Euros) and delivers a Purchaser Letter in the form of Annex A to the
Offering Memorandum to the Indenture Trustee, or (b) to a person that is taking
delivery of such Note pursuant to a transaction that is otherwise exempt from
the registration requirements of the Securities Act, as confirmed in an opinion
of counsel addressed to the Indenture Trustee and the Issuer, which counsel and
opinion are satisfactory to the Indenture Trustee and the Issuer, or (iii) in
an offshore transaction in accordance with Rule 903 or 904 of Regulation S.


 


(c)           The Initial
Purchaser agrees that it and each of its Affiliates will not offer or sell the
Notes in the United States by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) under the Act, including,
but not limited to (i) any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or (ii) any seminar or meeting whose
attendees have been invited by any general solicitation or general
advertising.  The Initial Purchaser
agrees, with respect to resales made in reliance on Rule 144A of any of the
Notes, to deliver either with the confirmation of such resale or otherwise
prior to settlement of such resale a notice to the effect that the resale of
such Notes has been made in reliance upon the exemption from the registration
requirements of the Securities Act provided by Rule 144A.


 


17






 










 


(d)           The Initial
Purchaser has not engaged in any form of general solicitation or general
advertising in connection with the offering or sale of the Notes (as those
terms are used in Regulation D under the Act).


 


(e)           The Initial
Purchaser is not acquiring the Notes with the assets of an employee benefit
plan within the meaning of the ERISA or a plan as defined in Section 4975 of
the Code.


 


(f)            The acquisition
and holding of the Note will not give rise to a nonexempt prohibited
transaction under Section 406(a) of ERISA or Section 4975 of the Code.


 


(g)           The Initial
Purchaser will not offer or sell any Note except on the terms contemplated by
the Offering Memorandum and in accordance with all Applicable Laws.


 


(h)           The Initial
Purchaser agrees that it and each of its Affiliates has not entered and will
not enter into any contractual arrangement with respect to the distribution of
the Notes except for any such arrangements with the other Initial Purchaser or
Affiliates of the other Initial Purchaser or with the prior written consent of
the Issuer.


 


(i)            The Initial
Purchaser represents and agrees that (i) it has only communicated or caused to
be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”))
received by it in connection with the issue or sale of any Notes in
circumstances in which section 21(1) of the FSMA does not apply to the Issuer;
and (ii) it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to the Notes in, from or
otherwise involving the United Kingdom.


 


SECTION 10.         Indemnification and
Contribution.  (a) Each
of the Manager and the Issuer will jointly and severally indemnify and hold
harmless the Initial Purchaser, its Affiliates, directors, officers, employees,
agents, representatives and the Person who controls (within the meaning of Section
15 of the Act) the Initial Purchaser (collectively the “Initial Purchaser
Indemnitees”) against any losses, claims, damages or other liabilities, costs
and expenses (any losses, claims, damages, liabilities, costs and expenses
being referred to collectively as “Losses” and
individually as a “Loss”) to which
any Initial Purchaser Indemnitee may become subject, insofar as any Losses (or
claims, actions, suits or proceedings in respect thereof) relate to, arise out
of or are based upon:


 


(i)            any untrue statement or alleged
untrue statement of any material fact contained in the Preliminary Offering
Memorandum, the Offering Memorandum or any amendment of or supplement to any of
the foregoing, or


 


(ii)           the omission or alleged omission to
state, in the Preliminary Offering Memorandum, the Offering Memorandum or any
amendment of or supplement to any of the foregoing, a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading,


 


18

















 


and
in each case shall reimburse, as incurred, each Initial Purchaser Indemnitee
for any legal or other out-of-pocket fees, charges or expenses, in each case,
reasonably incurred by any Initial Purchaser Indemnitee in connection with
investigating, preparing, defending against or appearing as a third-party
witness in connection with any Loss, litigation, claim, suit, proceeding or
action, whether commenced or threatened (any such litigation, claims, suits, proceedings,
and actions being referred to collectively as “Proceedings”
and individually as a “Proceeding”);
provided, however, that neither
the Issuer nor the Manager shall be liable in any case under this Section 10 to the extent that any Loss (or
claims, actions, suits or proceedings in respect thereof) arises out of or is
based upon any untrue statement or alleged untrue statement in, or omission or
alleged omission from, the Preliminary Offering Memorandum or the Offering
Memorandum or any amendment or supplement thereto that, in the case of each of
the foregoing, is made in reliance upon and in conformity with the Initial
Purchaser Information (as such term is defined in Section 13(a)); provided,
further, however, that the foregoing indemnity agreement with
respect to any Loss (or claims, actions, suits or proceedings in respect
thereof) shall not inure to the benefit of the Initial Purchaser Indemnitee
with respect to any Loss (or claims, actions, suits or proceedings in respect
thereof) arising out of or based upon (x) any untrue statement or alleged
untrue statement of any material fact contained in the Preliminary Offering
Memorandum or the Offering Memorandum or any amendment of or supplement to any
of the foregoing, or (y) the omission or alleged omission to state in the
Preliminary Offering Memorandum or the Offering Memorandum or any amendment of
or supplement to any of the foregoing, a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, if: (1) the Issuer furnished
sufficient copies of the Offering Memorandum or any amendment thereof or
supplement thereto on a timely basis to permit delivery of the Offering
Memorandum or any amendment thereof or supplement thereto to all Persons
purchasing notes from the Initial Purchaser in the initial resale of such notes
(such Persons “Initial Resale Purchasers”) at or prior to the written
confirmation of the sale of the Notes to such Person; (2) the Initial Resale
Purchaser asserting such losses, claims, damages or liabilities purchased Notes
in the initial resale from the Initial Purchaser and a copy of the Offering
Memorandum or any amendment thereof or supplement thereto was not sent or given
by or on behalf of the Initial Purchaser to such Initial Resale Purchaser; and (3)
the Offering Memorandum or such amendment thereof or supplement thereto would
have cured the defect giving rise to such Loss (or claims, actions, suits or
proceedings in respect thereof).


 


(b)           The Initial
Purchaser agrees to indemnify and hold harmless each of the Issuer, the
Manager, their respective directors, officers, employees, agents and
representatives and each Person, if any, who controls (within the meaning of Section
15 of the Act) the Issuer or the Manager against any reasonable and documented
Losses to which the Issuer, the Manager or any other such indemnified party may
become subject, insofar as the Losses (or actions in respect thereof) arise out
of or are based upon:


 


(i)            any untrue statement or alleged
untrue statement of any material fact contained in the Preliminary Offering
Memorandum or the Offering Memorandum or any amendment of or supplement to any
of the foregoing to the extent, but only to the extent, that the untrue
statement or alleged untrue statement was made in reliance upon and in
conformity with the Initial Purchaser Information provided by the Initial
Purchaser, or


 


19

















 


(ii)           the omission or alleged omission to
state in the Preliminary Offering Memorandum or the Offering Memorandum or any
amendment of or supplement to any of the foregoing, a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, to the extent,
but only to the extent, that the omission or alleged omission was made in
reliance upon and in conformity with the Initial Purchaser Information provided
by the Initial Purchaser,


 


and in each case shall reimburse, as incurred, each
indemnified party for any legal or other out-of-pocket fees, charges or
expenses, in each case, reasonably incurred by such indemnified party in
connection with investigating, preparing, defending against or appearing as a
third-party witness in connection with any Loss or Proceeding, whether
commenced or threatened.


 


(c)           Notwithstanding
any other provision of this Agreement, the Initial Purchaser’s indemnification
obligations shall be limited in amount to the aggregate of total compensation
received by it in connection with its duties as the Initial Purchaser of the
Notes, excluding any amounts received by the Initial Purchaser pursuant to subsection (a) of this Section 10.


 


(d)           Promptly after
receipt by an indemnified party under this Section
10 of notice of the commencement of any Proceeding for which an
indemnified party is entitled to indemnification under this Section 10, the indemnified party shall,
if a claim in respect thereof is to be made against the indemnifying party
under this Section 10, notify the
indemnifying party of the commencement thereof, but the failure to so notify
the indemnifying party shall not relieve it from any liability under subsection (a) or (b) of this Section 10 (as applicable) unless and except to the extent
that the failure to notify results in the forfeiture by the indemnifying party
of substantial rights and defenses. If any Proceeding is brought that involves
any indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and,
to the extent that it may elect by written notice delivered to the indemnified
party after receiving the aforesaid notice from such indemnified party, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party, the
indemnifying party will not be liable to such indemnified party under this Section
10 for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable and
documented costs of investigation. 
Notwithstanding the foregoing, in no event shall an indemnifying party,
in connection with any one such Proceeding or separate but substantially
similar or related Proceedings arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys at any time for all indemnified parties, together with any
necessary local counsel.  If the
indemnifying party assumes the defense of any Proceeding, the indemnified party
shall have the right to employ separate counsel therein, and to participate in
the defense thereof, but the fees and expenses of its counsel shall be borne
exclusively by the indemnified party without any right or entitlement to
reimbursement by an indemnifying party except as otherwise provided in the preceding
sentence and in the preceding paragraph. 
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action in
respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party unless
such settlement includes (i) an unconditional release of such 


 


20

















 


indemnified
party from all liability on any claims that are the subject matter of such
action and (ii) does not include a statement as to or an admission of fault,
culpability or failure to act by or on behalf of any indemnified party.


 


(e)           In circumstances
in which the indemnity agreement provided for in the preceding subsections is
unavailable or insufficient to hold harmless an indemnified party in respect of
any Losses or Proceedings, each indemnifying party, in order to provide for
just and equitable contribution, shall contribute to the amount paid or payable
by the indemnified party as a result of Losses or Proceedings in such
proportion as is appropriate to reflect (i) the relative benefits received by
the indemnifying party or parties on the one hand and the indemnified party on
the other from the offering of the Notes or (ii) if the allocation provided by clause (i) is not permitted by Applicable
Law, not only such relative benefits but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the other
in connection with the statements or omissions or alleged statements or
omissions that resulted in Losses or Proceedings.  It is the parties’ intention that, to the
maximum extent permitted by Applicable Law, (A) the relative benefits received
by the Issuer on the one hand and the Initial Purchaser on the other shall be
deemed to be in the same proportion as the total proceeds from the offering
(before deducting expenses) of the Notes bear to the total compensation
received by the Initial Purchaser with respect to the offering, and (B) the
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Issuer on the one hand, or the Initial Purchaser on
the other, the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.


 


The
Issuer and the Initial Purchaser agree that it would not be equitable if the
amount of contribution pursuant to this section were determined by pro rata or
per capita allocation or by any other method of allocation that does not take
into account the equitable considerations referred to in the preceding
paragraph.  Notwithstanding any other
provision of this Agreement, the Initial Purchaser shall not be obligated to make
contributions hereunder that in the aggregate exceed the total compensation
received by them in connection with its duties as Initial Purchaser of the
Notes, less the aggregate amount of any damages that they otherwise have been
required to pay by reason of the untrue or alleged untrue statements, or the
omissions or alleged omissions to state, a material fact.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.  For purposes of this
subsection, each Affiliate, director, officer, employee, agent and
representative of the Initial Purchaser and the Person who controls the Initial
Purchaser (within the meaning of Section 15 of the Act) shall have the same
rights to contribution as the Initial Purchaser, and each Affiliate, director,
officer, employee, agent and representative of the Issuer and each Person who
controls the Issuer (within the meaning of Section 15 of the Act), shall have
the same rights to contribution as the Issuer.


 


SECTION 11.         Survival; Scope of
Liability.  The
respective representations (as of the date made), warranties (as of the date
made), agreements, covenants, indemnities and other statements of the Issuer,
the Initial Purchaser and their respective officers set forth in this Agreement
or made by or on behalf of any of them, respectively, pursuant to this
Agreement shall remain in full force and effect, regardless of (a) any
investigation made by or on behalf of the Issuer or the 


 


21

















 


Initial Purchaser or any of their respective
officers or directors, or any controlling Person referred to in Section 10 and (b) delivery of and payment
for the Notes or resale thereof. The respective agreements, covenants,
indemnities and other statements set forth in this Section 11 and in Sections
7, 10, 14, 15, 17, 18, 19, 20, 21, 22, 23, and 25 shall remain in full force and effect
regardless of any termination or cancellation of this Agreement.


 


SECTION 12.         Termination.  This Agreement may be terminated in the sole
discretion of the Initial Purchaser by notice to the Issuer given on or prior
to the Closing Date in the event that (A) any TAL Person shall have, in any
material respect, failed, refused or been unable to perform, all obligations on
its part to be performed hereunder at or prior thereto or (B) if, on or prior
to the Closing Date, there shall have occurred any of the events or conditions
set forth in Section 8(f) hereof.


 


Termination
of this Agreement pursuant to this Section 12
shall be without liability of any party to any other party except that the
Initial Purchaser shall be entitled to any fees, costs and expenses payable, in
each case in accordance with Section 7.


 


SECTION 13.         Supplied Information.  The Issuer acknowledges and agrees that the
information described in Schedule II hereto constitutes the only information
furnished by the Initial Purchaser to the Issuer for purposes of inclusion in
the Preliminary Offering Memorandum, the Offering Memorandum or any amendment
or supplement of or to any of the foregoing. “Initial
Purchaser Information” means the information described in Schedule
II hereto, but only to the extent that such information relates to the
respective Initial Purchaser.


 


SECTION 14.         Notices.  Unless otherwise provided herein, all notices
required under the terms and provisions hereof shall be in writing and either
delivered by hand, by mail or by facsimile, and any notice shall be effective
when received at the address or facsimile number (as applicable) specified
below:


 


	
  If to the Issuer:

  	
   

  	
  TAL Advantage IV LLC

  
	
   

  	
   

  	
  100
  Manhattanville Road

  
	
   

  	
   

  	
  Purchase,
  New York 10577-2135

  
	
   

  	
   

  	
  Attn:
  Jeffrey Casucci

  
	
   

  	
   

  	
  Email:
  jeffrey.casucci@talinternational.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With
  a copy to:

  
	
   

  	
   

  	
  TAL
  International Container Corporation

  
	
   

  	
   

  	
  100
  Manhattanville Road

  
	
   

  	
   

  	
  Purchase,
  New York 10577-2135

  
	
   

  	
   

  	
  Attn:
  Jeffrey Casucci, Vice President and Treasurer

  
	
   

  	
   

  	
  Fax:
  914 697 2526

  
	
   

  	
   

  	
   

  
	
  If
  to the Manager:

  	
   

  	
  TAL
  International Container Corporation

  
	
   

  	
   

  	
  100
  Manhattanville Road

  
	
   

  	
   

  	
  Purchase,
  New York 10577-2135

  



 


22

















 


	
   

  	
   

  	
  Attn:
  Jeffrey Casucci, Vice President and Treasurer

  
	
   

  	
   

  	
  Fax:
  914 697 2526

  
	
   

  	
   

  	
   

  
	
  If
  to the Initial Purchaser:

  	
   

  	
  Wells
  Fargo Securities, LLC

  
	
   

  	
   

  	
  301
  South College Street, D1053-082

  
	
   

  	
   

  	
  Charlotte,
  North Carolina 28288-0610

  
	
   

  	
   

  	
  Attention:
  Jessica Gray

  
	
   

  	
   

  	
  Facsimile
  Number:

  	
  (704)
  383-4012

  
	
   

  	
   

  	
  Telephone
  Number:

  	
  (704)
  383-9317

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with
  a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Wells
  Fargo Securities, LLC

  
	
   

  	
   

  	
  301
  South College Street, D1053-082

  
	
   

  	
   

  	
  Charlotte,
  North Carolina 28288-0610

  
	
   

  	
   

  	
  Attention:
  Jerri Kallam

  
	
   

  	
   

  	
  Facsimile
  Number:

  	
  (704)
  715-0106

  
	
   

  	
   

  	
  Telephone
  Number:

  	
  (704)
  715-1873

  



 


or
at such other address or facsimile number as any party may designate from time
to time by notice duly given to the other parties in accordance with the terms
of this section.


 


SECTION 15.         Successors.  This Agreement shall inure to the benefit of
and be binding upon the Initial Purchaser, the Issuer, the Manager and their
respective successors and legal representatives.  Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any Person, other than the
parties hereto, their respective successors and the controlling Persons,
Affiliates, directors, officers, employees, agents and representatives referred
to in Section 10 and their heirs
and legal representatives, any legal or equitable right, remedy or claim under
or in respect of this Agreement or any provision herein contained.  This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
parties hereto, their respective successors and such controlling Persons,
Affiliates, directors, officers, employees, agents and representatives and
their heirs and legal representatives, and for the benefit of no other
Person.  No purchaser of a Note or a
beneficial interest in a Note from the Initial Purchaser shall be deemed a
successor because of such purchase.


 


SECTION 16.         Counterparts.  This Agreement may be executed in any number
of counterparts and by the different parties hereto in separate counterparts
(which may include facsimile), each of which when so executed shall be deemed
to be an original and all of which together shall constitute one and the same
agreement.


 


SECTION 17.         Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 OF
THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REFERENCE TO ITS CONFLICTS
OF LAW PROVISIONS, AND THE


 


23

















 


OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


SECTION 18.         Submission to Jurisdiction.  EACH PARTY HERETO HEREBY (A) IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE COUNTY OF NEW YORK, NEW YORK
OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (B)
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH STATE OR FEDERAL COURT, AND (C) IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. EACH PARTY
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY ACTION OR
PROCEEDING BY THE MAILING OF COPIES OF THE PROCESS TO SUCH PARTY AT ITS ADDRESS
SPECIFIED HEREIN. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY
HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT
THE RIGHT OF ANY PARTY HERETO TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OR
ALL OF THE OTHER PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTIES IN THE
COURTS OF ANY OTHER JURISDICTION.


 


SECTION 19.         Waiver of Jury Trial.  EACH PARTY HERETO WAIVES ANY RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR
RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS OR ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE
DELIVERED IN CONNECTION THEREWITH OR ARISING FROM ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OF ANY OF THE
PARTIES HERETO OR ANY OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS, AND AGREES THAT ANY SUCH ACTION
OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


 


SECTION 20.         Negotiations.  This Agreement and the other Series 2010-2
Transaction Documents are the result of negotiations among the parties hereto,
and have been reviewed by the respective counsel to the parties hereto, and are
the products of all parties hereto. Accordingly, this Agreement and the other Series
2010-2 Transaction Documents shall not be construed against the Initial
Purchaser merely because of the Initial Purchaser’ involvement in the
preparation of this Agreement and the other Series 2010-2 Transaction
Documents.


 


SECTION 21.         Amendments, Etc.  This Agreement may be amended, restated or otherwise
modified or waived at any time but only upon the written consent of each of the
parties hereto.


 


SECTION 22.         Severability of Provisions.  If any one or more of the agreements,
provisions or terms of this Agreement shall for any reason whatsoever be held
invalid, then the


 


24

















 


unenforceable agreements, provisions or terms shall
be deemed severable from the remaining agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the
other agreements, provisions or terms of this Agreement.


 


SECTION 23.         No Waiver; Cumulative
Remedies.  No failure
to exercise and no delay in exercising, on the part of any party hereto, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  Except as otherwise provided in this
Agreement, the rights, remedies, powers and privileges herein provided are
cumulative and are not exhaustive of any rights, remedies, powers and
privileges provided by law.


 


SECTION 24.         Integration.  This Agreement contains a final and complete
integration of all prior expressions by the parties hereto with respect to the
subject matter hereof and shall constitute the entire agreement among the
parties hereto with respect to the subject matter hereof and thereof,
superseding all prior oral or written understandings.


 


SECTION 25.         Nonpetition Covenant.  Notwithstanding any prior termination of this
Agreement, the Initial Purchaser agrees that it shall not, with respect to the
Issuer, institute or join any other Person in instituting any proceeding of the
type referred to in the definition of “Bankruptcy Event” against or with
respect to the Issuer or so long as any Notes issued by the Issuer shall be
outstanding and there shall not have elapsed one year plus one day since the
last day on which any such Notes shall have been Outstanding and all other
obligations of the Issuer under the Series 2010-2 Transaction Documents have
been paid in full.  The foregoing shall
not limit the right of any such Person to file any claim in or otherwise take
any action with respect to any such proceeding that was instituted against
Issuer by any Person other than the Initial Purchaser.  In addition, the Initial Purchaser agrees
that all amounts owed to it by Issuer shall be payable solely from amounts that
become available for such payment pursuant to the Series 2010-2 Transaction
Documents, and no such amounts shall constitute a claim against Issuer to the
extent that they are in excess of the amounts available for their payment.


 


“Bankruptcy Event” means, for any Person,
any of the following events:


 


(a)           a case or other
proceeding shall be commenced, without the application or consent of such
Person, in any court, seeking the liquidation, reorganization, debt
arrangement, dissolution, winding up or composition or readjustment of debts of
such Person, the appointment of a trustee, receiver, custodian, liquidator,
assignee, sequestrator or the like for such Person or any substantial part of
its assets, or any similar action with respect to such Person under any law
relating to bankruptcy, insolvency, reorganization, winding up or composition
or adjustment of debts, and such case or proceeding shall continue undismissed,
or unstayed and in effect, for a period of 60 days; or any order for relief in
respect of such Person shall be entered in an involuntary case under the
federal bankruptcy laws or other similar laws now or hereafter in effect, or


 


(b)           such Person shall
commence a voluntary case or other proceeding under any applicable bankruptcy,
insolvency, reorganization, debt arrangement, dissolution or other similar law
now or hereafter in effect, or shall consent to the appointment of or taking
possession by a


 


25

















 


receiver,
liquidator, assignee, trustee, custodian, sequestrator or the like, for such
Person or any substantial part of its property, or shall make any general
assignment for the benefit of creditors, or shall fail to, or admit in writing
its inability to, pay its debts generally as they become due.


 


SECTION 26.         USA Patriot Act.  Each of the Issuer and the Manager
acknowledges that the Initial Purchaser is required by U.S. Federal law, in an
effort to help fight the funding of terrorism and money laundering activities,
to obtain, verify and record information that identifies each person or
corporation who opens an account or enters into a business relationship with a
financial institution.


 


[Signature page follows.]


 


26






 










 


If
the foregoing correctly sets forth our understanding, please indicate your
acceptance thereof in the space provided below for that purpose, whereupon this
Agreement shall constitute a binding agreement between the Issuer and the
Initial Purchaser.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  TAL ADVANTAGE IV LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TAL
  International Container Corporation,

  
	
   

  	
   

  	
  its
  manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 

















 


	
   

  	
  TAL INTERNATIONAL CONTAINER CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
  Accepted and agreed to as of

  the date first above written:

  	
   

  
	
   

  	
   

  
	
  WELLS FARGO SECURITIES, LLC,

  	
   

  
	
  as Initial Purchaser

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 

















 


SCHEDULE I


to Note Purchase Agreement (Series 2010-2)


 


	
  Initial Purchaser

  	
   

  	
  Principal Amount of Notes

  	
   

  
	
  Wells Fargo Securities,
  LLC

  	
   

  	
  $

  	
  203,000,000

  	
   

  
					



 

















 


SCHEDULE II


to Note Purchase Agreement (Series 2010-2)


 


The
information contained in the first, second, fifth, eighth, tenth, eleventh and
twelfth paragraphs and the third and fourth sentences of the seventh paragraph
under the heading “PLAN OF DISTRIBUTION” and the information contained under
the heading “GENERAL INFORMATION” in the Offering Memorandum.