ARTICLE IIIConditions Precedent          SECTION 3.1. This First Supplemental Indenture shall become effective as of the dateupon which the following conditions precedent shall be satisfied (the “First SupplementalIndenture Effective Date”):     (a) execution and delivery of this First Supplemental Indenture by the partieshereto, with the executed consent of the Noteholders, as Requisite Global Majority;     (b) delivery to the Indenture Trustee of an Opinion of Counsel pursuant to Section1003 of the Indenture, stating that all conditions precedent for the execution of this FirstSupplemental Indenture have been satisfied; and     (c) execution by the Issuer of an Officer’s Certificate, pursuant to Section 1301 ofthe Indenture, to the effect that all conditions precedent to this First Supplemental Indenturehave been complied with substantially in the form of the Officer’s Certificate attached as ExhibitAhereto.ARTICLE IVMiscellaneous          SECTION 4.1. Limitation of Right. Except as expressly set forth in this FirstSupplemental Indenture, this First Supplemental Indenture shall be binding upon the Issuer, theNoteholders and their respective successors and permitted assigns and shall not inure to thebenefit of any Person other than the parties hereto, the Noteholders and the Manager as providedherein. Notwithstanding the previous sentence, the parties hereto, the Seller and the Manageracknowledge that each Hedge Counterparty is an express third party beneficiary hereof entitled toenforce its rights hereunder as if actually a party hereto.          SECTION 4.2. Successors and Assigns. All provisions of this First SupplementalIndenture shall bind the parties hereto and their permitted successors and assigns and inure tothe benefit of their respective successors and assigns, whether so expressed or not.          SECTION 4.3. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED BY ANDINTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 AND5-1402 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OFCONFLICTS OF LAW, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO SHALL BEDETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.          SECTION 4.4. Severability Clause. In case any provision in this First SupplementalIndenture shall be invalid, illegal or unenforceable, the validity, legality and enforceabilityof the remaining provisions shall not in any way be affected or impaired thereby and suchprovision shall be ineffective only to the extent of such invalidity, illegality orunenforceability.
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          SECTION 4.5. Ratification of Indenture; First Supplemental Indenture Part ofIndenture. Except as expressly supplemented hereby, the Indenture is in all respects ratified andconfirmed and all the terms, conditions and provisions thereof shall remain in full force andeffect. This First Supplemental Indenture shall form a part of the Indenture for all purposes,and every Noteholder of Notes heretofore or hereafter authenticated and delivered shall be boundhereby.          SECTION 4.6. Counterparts. The parties hereto may sign one or more copies of this ThirdSupplemental Indenture in counterparts, all of which together shall constitute one and the sameagreement.          SECTION 4.7. Headings. The headings of the Articles and the Sections in this FirstSupplemental Indenture are for convenience of reference only and shall not be deemed to alter oraffect the meaning or interpretation of any provisions hereof.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to beduly executed as of the date first above written.       **TAL ADVANTAGE II LLC**, as Issuer       By: TAL International Container Corporation, its