Exhibit 4.47  TAL ADVANTAGE IV LLC Issuer  and  WELLS FARGO BANK, NATIONAL ASSOCIATION, Indenture Trustee   
  INDENTURE  Dated as of June 28, 2010


TABLE OF CONTENTS  PageARTICLE
  I
  
  DEFINITIONS
  3Section
  101.
  
  Defined
  Terms
  3Section
  102.
  
  Other
  Definitional Provisions
  3Section
  103.
  
  Computation
  of Time Periods
  3Section
  104.
  
  Duties
  of Transition Agent
  3Section
  105.
  
  General
  Interpretive Principles
  4Section
  106.
  
  Statutory
  References
  4ARTICLE
  II
  
  THE
  NOTES
  4Section
  201.
  
  Authorization
  of Notes
  4Section
  202.
  
  Form
  of Notes; Global Notes
  5Section
  203.
  
  Execution;
  Recourse Obligation
  6Section
  204.
  
  Certificate
  of Authentication
  7Section
  205.
  
  Registration;
  Registration of Transfer and Exchange of Notes
  7Section
  206.
  
  Mutilated
  Destroyed, Lost and Stolen Notes
  10Section
  207.
  
  Delivery,
  Retention and Cancellation of Notes
  10Section
  208.
  
  ERISA
  Deemed Representations
  11ARTICLE
  III
  
  PAYMENT
  OF NOTES; STATEMENTS TO NOTEHOLDERS
  11Section
  301.
  
  Principal
  and Interest
  11Section
  302.
  
  Trust
  Account
  11Section
  303.
  
  Investment
  of Monies Held in the Trust Account, the Restricted Cash Account, and Series
  Accounts; Control over Eligible Investments
  17Section
  304.
  
  Reports
  to Noteholders
  19Section
  305.
  
  Records
  19Section
  306.
  
  Restricted
  Cash Account
  20Section
  307.
  
  CUSIP
  Numbers
  20Section
  308.
  
  No
  Claim
  20Section
  309.
  
  Compliance
  with Withholding Requirements
  21Section
  310.
  
  Tax
  Treatment of Notes
  21ARTICLE
  IV
  
  COLLATERAL
  21Section
  401.
  
  Collateral
  21Section
  402.
  
  Pro
  Rata Interest
  22Section
  403.
  
  Indenture
  Trustees Appointment as Attorney-in-Fact
  22Section
  404.
  
  Release
  of Security Interest
  23Section
  405.
  
  Administration
  of Collateral
  23Section
  406.
  
  Quiet
  Enjoyment
  25ARTICLE
  V
  
  RIGHTS
  OF NOTEHOLDERS; ALLOCATION AND APPLICATION OF COLLECTIONS; REQUISITE GLOBAL
  MAJORITY
  25Section
  501.
  
  Rights
  of Noteholders
  25Section
  502.
  
  Collections
  and Allocations
  25Section
  503.
  
  Determination
  of Requisite Global Majority
  25  i


TABLE OF CONTENTS (continued)  PageARTICLE
  VI
  
  COVENANTS
  26Section
  601.
  
  Payment
  of Principal and Interest; Payment of Taxes
  26Section
  602.
  
  Maintenance
  of Office
  26Section
  603.
  
  Corporate
  Existence
  26Section
  604.
  
  Protection
  of Collateral
  27Section
  605.
  
  Performance
  of Obligations
  27Section
  606.
  
  Negative
  Covenants
  28Section
  607.
  
  Corporate
  Separateness of the Issuer
  29Section
  608.
  
  No
  Bankruptcy Petition
  30Section
  609.
  
  Liens
  30Section
  610.
  
  Other
  Debt
  30Section
  611.
  
  Guarantees,
  Loans, Advances and Other Liabilities
  30Section
  612.
  
  Consolidation,
  Merger and Sale of Assets
  30Section
  613.
  
  Other
  Agreements; Amendment of Transaction Documents
  30Section
  614.
  
  Charter
  Documents
  31Section
  615.
  
  Capital
  Expenditures
  31Section
  616.
  
  Permitted
  Activities; Compliance with Organizational Documents
  31Section
  617.
  
  Investment
  Company Act
  31Section
  618.
  
  Payments
  of Collateral
  31Section
  619.
  
  Notices
  31Section
  620.
  
  Books
  and Records
  31Section
  621.
  
  Subsidiaries
  32Section
  622.
  
  Investments
  32Section
  623.
  
  Use
  of Proceeds
  32Section
  624.
  
  Asset
  Base Certificate
  32Section
  625.
  
  Financial
  Statements
  32Section
  626.
  
  UNIDROIT
  Convention
  33Section
  627.
  
  Other
  Information
  33Section
  628.
  
  Hedging
  Requirement
  33Section
  629.
  
  Ownership
  of Issuer
  34Section
  630.
  
  Intentionally
  Omitted
  34Section
  631.
  
  Tax
  Election of the Issuer
  34Section
  632.
  
  Rating
  Agency Notices
  34Section
  633.
  
  Compliance
  with Law
  34ARTICLE
  VII
  
  DISCHARGE
  OF INDENTURE; PREPAYMENTS
  34Section
  701.
  
  Full
  Discharge
  34Section
  702.
  
  Prepayment
  of Notes
  35Section
  703.
  
  Unclaimed
  Funds
  36ARTICLE
  VIII
  
  DEFAULT
  PROVISIONS AND REMEDIES
  36Section
  801.
  
  Event
  of Default
  36Section
  802.
  
  Acceleration
  of Stated Maturity; Rescission and Annulment
  40Section
  803.
  
  Collection
  of Indebtedness
  41Section
  804.
  
  Remedies
  41Section
  805.
  
  Indenture
  Trustee May Enforce Claims Without Possession of Notes
  42Section
  806.
  
  Allocation
  of Money Collected
  42  ii


TABLE OF CONTENTS (continued)  PageSection
  807.
  
  Limitation
  on Suits
  44Section
  808.
  
  Unconditional
  Right of Noteholders to Receive Principal, Interest and Commitment Fees
  44Section
  809.
  
  Restoration
  of Rights and Remedies
  45Section
  810.
  
  Rights
  and Remedies Cumulative
  45Section
  811.
  
  Delay
  or Omission Not Waiver
  45Section
  812.
  
  Control
  by Requisite Global Majority
  45Section
  813.
  
  Waiver
  of Past Defaults
  45Section
  814.
  
  Undertaking
  for Costs
  46Section
  815.
  
  Waiver
  of Stay or Extension Laws
  46Section
  816.
  
  Sale
  of Collateral
  46Section
  817.
  
  Action
  on Notes
  47ARTICLE
  IX
  
  CONCERNING
  THE INDENTURE TRUSTEE
  47Section
  901.
  
  Duties
  of the Indenture Trustee
  47Section
  902.
  
  Certain
  Matters Affecting the Indenture Trustee
  48Section
  903.
  
  Indenture
  Trustee Not Liable
  49Section
  904.
  
  Indenture
  Trustee May Own Notes
  50Section
  905.
  
  Indenture
  Trustees Fees and Expenses
  50Section
  906.
  
  Eligibility
  Requirements for the Indenture Trustee
  50Section
  907.
  
  Resignation
  and Removal of the Indenture Trustee
  51Section
  908.
  
  Successor
  Indenture Trustee
  51Section
  909.
  
  Merger
  or Consolidation of the Indenture Trustee
  52Section
  910.
  
  Separate
  Indenture Trustees, Co-Indenture Trustees and Transition Agents
  52Section
  911.
  
  Representations
  and Warranties
  53Section
  912.
  
  Indenture
  Trustee Offices
  54Section
  913.
  
  Notice
  of Event of Default
  54Section
  914.
  
  Notices
  54ARTICLE
  X
  
  SUPPLEMENTAL
  INDENTURES
  55Section
  1001.
  
  Supplemental
  Indentures Not Creating a New Series Without Consent of Noteholders
  55Section
  1002.
  
  Supplemental
  Indentures Not Creating a New Series with Consent of Noteholders
  57Section
  1003.
  
  Execution
  of Supplemental Indentures
  58Section
  1004.
  
  Effect
  of Supplemental Indentures
  58Section
  1005.
  
  Reference
  in Notes to Supplemental Indentures
  58Section
  1006.
  
  Issuance
  of Series of Notes
  58ARTICLE
  XI
  
  NOTEHOLDERS
  LISTS
  60Section
  1101.
  
  Issuer
  to Furnish Indenture Trustee Names and Addresses of Noteholders
  60Section
  1102.
  
  Preservation
  of Information; Communications to Noteholders
  60ARTICLE
  XII
  
  EARLY
  AMORTIZATION EVENTS
  60Section
  1201.
  
  Early
  Amortization Events
  60Section
  1202.
  
  Remedies
  61  iii


TABLE OF CONTENTS (continued)  PageARTICLE
  XIII
  
  MISCELLANEOUS
  PROVISIONS
  61Section
  1301.
  
  Compliance
  Certificates and Opinions
  61Section
  1302.
  
  Form
  of Documents Delivered to Indenture Trustee
  61Section
  1303.
  
  Acts
  of Noteholders
  62Section
  1304.
  
  Inspection
  62Section
  1305.
  
  Limitation
  of Right
  63Section
  1306.
  
  Severability
  63Section
  1307.
  
  Notices
  63Section
  1308.
  
  Consent
  to Jurisdiction
  65Section
  1309.
  
  Captions
  65Section
  1310.
  
  Governing
  Law
  65Section
  1311.
  
  No
  Petition
  65Section
  1312.
  
  WAIVER
  OF JURY TRIAL
  65Section
  1313.
  
  Waiver
  of Immunity
  65Section
  1314.
  
  Judgment
  Currency
  66Section
  1315.
  
  [Reserved]
  66Section
  1316.
  
  Consents
  and Approvals
  66Section
  1317.
  
  Counterparts
  66Schedule
  I
  
  Maximum
  Concentrations for LesseesEXHIBIT
  A
  -
  Form of Non-Recourse ReleaseEXHIBIT
  B
  -
  Investment LetterEXHIBIT
  C
  -
  Form of Control AgreementEXHIBIT
  D
  -
  Depreciation Methods by Type of Managed ContainerEXHIBIT
  E
  -
  Form of Asset Base CertificateAPPENDIX
  A
  -
  Master Index of Defined Terms  iv


This
Indenture, dated as of June 28, 2010 (as amended, modified or supplemented from
time to time as permitted hereby, this Indenture), between TAL ADVANTAGE IV
LLC, a limited liability company organized under the laws of Delaware  (the Issuer), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, as the Indenture Trustee
(the Indenture Trustee).  Each
party agrees as follows for the benefit of the other party, the Noteholders,
each Series Enhancer, if any, and each Hedge Counterparty.  GRANTING CLAUSE  To
secure the payment of all Outstanding Obligations and the performance of all of
the Issuers covenants and agreements in this Indenture and all other
Transaction Documents, the Issuer hereby grants, assigns, conveys, mortgages,
pledges, hypothecates and transfers to the Indenture Trustee, for the benefit
of Noteholders, each Series Enhancer, if any, and each Hedge Counterparty, a
security interest in and to all of the Issuers right, title and interest in,
to and under the following, whether now existing or hereafter created or
acquired: (i) the Managed Containers (including any and all substitutions
therefor acquired from time to time) and other Transferred Assets, (ii) the
Trust Account, the Restricted Cash Account, any Series Account and all amounts
and Eligible Investments, Financial Assets, Investment Property, Securities
Entitlements and all other instruments, assets or amounts credited to any of
the foregoing or otherwise on deposit from time to time in the foregoing, (iii)
the Contribution and Sale Agreement, all Hedge Agreements, the Management
Agreement and the Intercreditor Agreement, (iv) all other assets and properties
of the Issuer, whether now existing or hereafter acquired, (v) all income,
payments and proceeds of the foregoing and all other assets granted, assigned,
conveyed, mortgaged, pledged, hypothecated and transferred to the Indenture
Trustee pursuant to this clause, and (vi) all of the following, whether now
existing or hereafter acquired:  (a)All Accounts;  (b)All Chattel Paper;  (c)All Lease Agreements;  (d)All Contracts;  (e)All Documents;  (f)All General Intangibles;  (g)All Instruments;  (h)All Inventory;  (i)All Supporting Obligations;  (j)All Equipment;  (k)All Letter-of-Credit Rights;  (l)All Commercial Tort Claims;  (m)All Investment Property;


(n)All Deposit Accounts;  (o)All property of the Issuer
held by the Indenture Trustee including, without limitation, all property of
every description now or hereafter in the possession or custody of or in
transit to the Indenture Trustee for any purpose, including, without
limitation, safekeeping, collection or pledge, for the account of the Issuer,
or as to which the Issuer may have any right or power;  (p)To the extent not included
above and without limiting the foregoing, all Chattel Paper, all Leases and all
schedules, supplements, amendments, modifications, renewals, extensions, and
guarantees thereof in every case whether now owned or hereafter acquired and
all amounts, rentals, proceeds and other sums of money due and to become due
under the Container Related Agreements, including (in each case only to the
extent related to the Managed Containers), without limitation, (i) all rentals,
payments and other monies, including all insurance payments and claims for
losses due and to become due to the Issuer under, and all claims for damages
arising out of the breach of, any Container Related Agreement; (ii) the right
of the Issuer to terminate, perform under, or compel performance of the terms of
the Container Related Agreements; (iii) any guarantee of the Container Related
Agreements and (iv) any rights of the Issuer in respect of any subleases or
assignments permitted under the Container Related Agreements;  (q)All insurance proceeds of
the Collateral and all proceeds of the voluntary or involuntary disposition of
the Collateral or such proceeds;  (r)Any and all payments made or
due to the Issuer in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Collateral by any
Governmental Authority and any other cash or non-cash receipts from the sale,
exchange, collection or other disposition of the Collateral; and  (s)To the extent not otherwise
included, all income and Proceeds of each of the foregoing and all accessions
to, substitutions and replacements for, and rents, profits and products of each
of the foregoing.  All
of the property described in this Granting Clause is herein collectively called
the Collateral and as such is security for all Outstanding Obligations; provided that notwithstanding anything to the contrary in
this Indenture, Collateral shall not include monies paid to the Issuer under
this Indenture, including monies received by the Issuer pursuant to Section 302
or Section 806; provided further, that  notwithstanding the foregoing Grant, (i) no
account, instrument, chattel paper or other obligation or property of any kind
due from, owed by, or belonging to, a Sanctioned Person, and (ii) no Lease in
which the Lessee is a Sanctioned Person, shall, in either instance, constitute
Collateral.  The
Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in
accordance with the provisions hereof, and agrees to perform the duties herein
required as hereinafter provided. 
Notwithstanding the foregoing, the Indenture Trustee does not assume,
and shall have no liability to perform, any of the Issuers obligations under
any agreement included in the Collateral and shall have no liability arising
from the failure of the Issuer or any other Person to duly perform any such
obligations.  2


ARTICLE
I  DEFINITIONS  Section 101.Defined Terms. 
Capitalized terms used in this Indenture shall have the meanings set
forth in Appendix A hereto and the definitions of such terms shall be equally
applicable to both the singular and plural forms of such terms.  Section 102.Other Definitional Provisions. 
(a)  With respect to any Series,
all terms used herein and not otherwise defined herein shall have meanings
ascribed to such terms in the related Supplement.  (b)As used in this Indenture and in any certificate or other document made
or delivered pursuant hereto, accounting terms not defined in this Indenture or
in any such certificate or other document, and accounting terms partly defined
in this Indenture or in any such certificate or other document to the extent
not defined, shall have the respective meanings given to them under GAAP
consistently applied. To the extent that the definitions of accounting terms in
this Indenture or in any such certificate or other document are inconsistent
with the meanings of such terms under GAAP or regulatory accounting principles,
the definitions contained in this Indenture or in any such certificate or other
document shall control.  (c)With respect to any Collection Period, the related Record Date, the related
Determination Date, and the related Payment Date shall mean the Record Date
occurring on the last Business Day of such Collection Period and the
Determination Date and Payment Date occurring in the month immediately
following the end of such Collection Period.  (d)With respect to any Series of Notes, the related Supplement shall mean
the Supplement pursuant to which such Series of Notes is issued and the related
Series Enhancer shall mean the Series Enhancer for such Series of Notes.  (e)With respect to any ratio analysis required to be performed as of the
most recently completed fiscal quarter of a Person, the most recently completed
fiscal quarter shall mean the most recently completed fiscal quarter for which
financial statements were required hereunder to have been delivered.  (f)With respect to the calculations of the ratios set forth in this
Indenture, the components of such calculations are to be determined in
accordance with GAAP, consistently applied, with respect to the Issuer or the
Manager, as the case may be.  Section 103.Computation of Time Periods. 
Unless otherwise stated in this Indenture or any Supplement, 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 means to but
excluding.  Section 104.Duties of Transition Agent.  All
of the duties and responsibilities of the Transition Agent set forth in this
Indenture, any Supplement or any other Transaction Document are subject in all
respects to the terms and conditions of the Transition Agent Agreement. Each of
the Issuer, the Indenture Trustee and, by acceptance of its Notes, each
Noteholder hereby acknowledges the terms of the Transition Agent Agreement and
agrees to cooperate with the Transition Agent in its execution of its duties
and responsibilities.  3


Section 105.General Interpretive Principles.  For
purposes of this Indenture (including Appendix A hereto) except as otherwise
expressly provided or unless the context otherwise requires:  (a)the defined terms in this Indenture shall include the plural as well as
the singular, and the use of any gender herein shall be deemed to include any
other gender;  (b)references herein to Articles, Sections, Subsections, paragraphs,
and other subdivisions without reference to a document are to designated Articles,
Sections, Subsections, paragraphs and other subdivisions of this Indenture;  (c)a reference to a Subsection without further reference to a Section is a
reference to such Subsection as contained in the same Section in which the
reference appears, and this rule shall also apply to paragraphs and other
subdivisions;  (d)the words herein, hereof, hereunder and other words of similar
import refer to this Indenture as a whole and not to any particular provision;  (e)the term include or including shall mean without limitation by reason
of enumeration; and  (f)When referring to Section 302 or Section 806 of this Indenture, the term or
shall be additive and not exclusive.  Section 106.Statutory References. 
References in this Indenture to any section of the Uniform Commercial
Code or the UCC shall mean, on or after the effective date of adoption of any
revision to the Uniform Commercial Code or the UCC in the applicable
jurisdiction, such revised or successor section thereto.  ARTICLE
II  THE
NOTES  Section 201.Authorization of Notes. 
(a)  The number of Series or
Classes of Notes which may be created by this Indenture is not limited; provided, however,
that, the issuance of any Series of Notes shall not result in, or with the
giving of notice or the passage of time or both would not result in, the
occurrence of an Early Amortization Event or an Event of Default. The aggregate
principal amount of Notes of each Series which may be issued, authenticated and
delivered under this Indenture is not limited except as shall be set forth in
any Supplement and as restricted by the provisions of this Indenture.  (b)The Notes issuable under this Indenture shall be issued in such Series,
and such Class or Classes within a Series, as may from time to time be created
by Supplement pursuant to this Indenture. Each Series shall be created by a
different Supplement and shall be designated to differentiate the Notes of such
Series from the Notes of any other Series. The Issuer intends that each such
Note shall constitute a security within the meaning of Article 8 of the UCC.  (c)Upon satisfaction of and compliance with the requirements and conditions
to Closing set forth in the related Supplement, Notes of the Series to be
executed and delivered on a particular Series Issuance Date pursuant to such
related Supplement, may be executed by the Issuer and delivered to the
Indenture Trustee for authentication following the execution and delivery of
the related  4


Supplement creating such
Series or from time to time thereafter, and the Indenture Trustee shall
authenticate and deliver Notes upon a request set forth in an Officers
Certificate of the Issuer signed by one of its Authorized Signatories, without
further action on the part of the Issuer.  Section 202.Form of Notes; Global Notes. 
(a)  Notes of any Series or Class
(other than Subject Notes) may be issued, authenticated and delivered, at the
option of the Issuer, as Regulation S Global Notes, Rule 144A Global Notes, or
as Definitive Notes or as may otherwise be set forth in a Supplement and shall
be substantially in the form of the exhibits attached to the related
Supplement. Notes of each Series shall be dated the date of their
authentication and shall bear interest at such rate, be payable as to
principal, premium, if any, and interest on such date or dates, and shall
contain such other terms and provisions as shall be established in the related
Supplement. Except as otherwise provided in any Supplement, the Notes shall be
issued in minimum denominations of $250,000 and in integral multiples of $1,000
in excess thereof; provided that one Note of each Class may be issued in a
nonstandard denomination. 
Notwithstanding any other provision of this Indenture or any Supplement
thereto, Subject Notes shall only be issued in certificated form.  (b)If the Issuer shall choose to issue Regulation S Global Notes or Rule
144A Global Notes, such notes shall be issued in the form of one or more
Regulation S Global Notes or one or more Rule 144A Global Notes which (i) shall
represent, and shall be denominated in an aggregate amount equal to, the
aggregate principal amount of all Notes to be issued under the related
Supplement, (ii) shall be delivered as one or more Notes held by the Book-Entry
Custodian, or, if appointed to hold such Notes as provided below, the Notes
shall be registered in the name of the Depositary or its nominee, (iii) shall
be substantially in the form of the exhibits attached to the related
Supplement, with such changes therein as may be necessary to reflect that each
such Note is a Global Note, and (iv) shall each bear a legend substantially to
the effect included in the form of the exhibits attached to the related
Supplement.  (c)Notwithstanding any other provisions of this Section 202 or of Section
205, unless and until a Global Note is exchanged in whole for Definitive Notes,
a Global Note may be transferred, in whole, but not in part, and in the manner
provided in this Section 202, only by (i) the Depositary to a nominee of such
Depositary, or (ii) by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or (iii) by such Depositary or any such
nominee to a successor Depositary selected or approved by the Issuer or to a
nominee of such successor Depositary or in the manner specified in Section
202(d). The Depositary or the Issuer shall order the Note Registrar to
authenticate and deliver any Global Notes and any Global Note for each Class of
Notes having an aggregate initial outstanding principal balance equal to the
initial outstanding balance of such Class. Noteholders shall hold their
respective Ownership Interests in and to such Notes through the book-entry
facilities of the Depositary. Without limiting the foregoing, any Noteholders
shall hold their respective Ownership Interests, if any, in Global Notes only
through Depositary Participants.  (d)If (i) the Issuer elects to issue Definitive Notes, (ii) the Depositary
for the Notes represented by one or more Global Notes at any time notifies the
Issuer that it is unwilling or unable to continue as Depositary of the Notes or
if at any time the Depositary shall no longer be a clearing agency registered
under the Exchange Act, and a successor Depositary is not appointed or approved
by the Issuer within 90 days after the Issuer receives such notice or becomes
aware of such condition, as the case may be, (iii) the Indenture Trustee, at
the written direction of the Control Party for a Series, elects to terminate
the book-entry system through the Depositary for such Series or (iv) after an
Event of Default or a Manager Default, the Control Party for a Series notifies
the Depositary or Book-Entry Custodian for such Series, as the case may be, in
writing that the continuation of a book-entry system through the Depositary or
the Book-Entry Custodian, as the case may be, is no longer in the best interest
of the Noteholders of such Series, the Issuer will promptly execute, and the
Indenture Trustee, upon receipt of an Officers Certificate evidencing such
determination by the Issuer, will promptly authenticate and make available for
delivery, Definitive Notes, in authorized denominations and in an aggregate
principal amount equal to the  5


principal amount of one or
more Global Notes so exchanged in exchange for such one or more Global Notes or
as an original issuance of Notes and this Section 202(d) shall no longer be
applicable to the Notes of such Series. Upon the exchange of the Global Notes
for such Definitive Notes without coupons, in authorized denominations, such
Global Notes shall be canceled by the Indenture Trustee. All Definitive Notes
shall be issued without coupons. Such Definitive Notes issued in exchange of
the Global Notes pursuant to this Section 202(d) shall be registered in such
names and in such authorized denominations as the Depositary in the case of an
exchange or the Note Registrar in the case of an original issuance, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Indenture Trustee. The Indenture Trustee may conclusively rely on
any such instructions furnished by the Depositary or the Note Registrar, as the
case may be, and shall not be liable for any delay in delivery of such
instructions. The Indenture Trustee shall make such Notes available for
delivery to the Persons in whose names such Notes are so registered.  (e)As long as the Notes Outstanding are represented by one or more Global
Notes:  (1)the Note Registrar and the Indenture Trustee may deal with the
Depositary for all purposes (including the payment of principal of and interest
on the Notes) as the authorized representative of the Note Owners;  (2)the rights of Note Owners shall be exercised only through the Depositary
and shall be limited to those established by law and agreements between such
Note Owners and the Depositary or the Depositary Participants. Unless and until
Definitive Notes are issued, the Depositary will make book-entry transfers
among the Depositary Participants and receive and transmit payments of
principal of, and interest on, the Notes to such Depositary Participants; and  (3)whenever this Indenture requires or permits actions to be taken based
upon instructions or directions of Noteholders evidencing a specified
percentage of the voting rights of a particular Series, the Depositary shall be
deemed to represent such percentage only to the extent that it has received
instructions to such effect from Note Owners and/or Depositary Participants owning
or representing, respectively, such required percentage of the beneficial
interest in the Notes (or Class of Notes) and has delivered such instruction to
the Indenture Trustee.  (f)Whenever a notice or other communication to the Noteholders is required
under this Indenture, unless and until Definitive Notes have been issued to the
Noteholders, the Indenture Trustee shall give all such notices and
communications to the Depositary.  (g)The Indenture Trustee is hereby appointed as the Book-Entry Custodian and
hereby agrees to act as such in accordance with the agreement that it has with
the Depositary authorizing it to act as such. 
If the Indenture Trustee resigns or is removed in accordance with the
terms hereof, the successor Indenture Trustee or, if it so elects, the
Depositary shall immediately succeed to its predecessors duties as Book-Entry
Custodian.  The Issuer shall have the
rights to inspect, and to obtain copies of, any Notes held as Global Notes by
the Book-Entry Custodian.  (h)The provisions of Section 205(g) shall apply to all transfers of
Definitive Notes, if any, issued in respect of Ownership Interests in the Rule
144A Global Notes.  Section 203.Execution; Recourse Obligation.  The
Notes shall be executed on behalf of the Issuer by an Authorized Signatory of
the Issuer.  The Notes shall be dated the
date of their authentication by the Indenture Trustee.  6


In
case any Authorized Signatory of the Issuer whose signature shall appear on the
Notes shall cease to be an Authorized Signatory of the Issuer before the
authentication by the Indenture Trustee and delivery of such Notes, such
signature or facsimile signature shall nevertheless be valid and sufficient for
all purposes.  All
Notes and the interest and other amounts payable thereon shall be full recourse
obligations of the Issuer and shall be secured by all of the Issuers right,
title and interest in the Collateral. The Notes shall never constitute
obligations of the Indenture Trustee, the Manager, the Seller or of any
shareholder or any Affiliate of the Seller (other than the Issuer) or any
member of the Issuer, or any officers, directors, employees or agents of any
thereof, and no recourse may be had under or upon any obligation, covenant or
agreement of this Indenture, any Supplement or of any Notes, or for any claim
based thereon or otherwise in respect thereof, against any incorporator or
against any past, present, or future owner, partner of an owner or any officer,
employee or director thereof or of any successor entity, or any other Person,
either directly or through the Issuer, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly agreed that this Indenture and the obligations
issued hereunder are solely obligations of the Issuer, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, any
other Person under or by reason of this Indenture, any Supplement or any Notes
or implied therefrom, or for any claim based thereon or in respect thereof, all
such liability and any and all such claims being hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of such Notes. Except as provided in any Supplement, no
Person other than the Issuer shall be liable for any obligation of the Issuer
under this Indenture or any Note or any losses incurred by any Noteholder.  Section 204.Certificate of Authentication.  No
Notes shall be secured hereby or entitled to the benefit hereof or shall be or
become valid or obligatory for any purpose unless there shall be endorsed
thereon a certificate of authentication by the Indenture Trustee, substantially
in the form set forth in the form of Note attached to the related Supplement.
Such certificate on any Note shall be conclusive evidence and the only
competent evidence that the Note has been duly authenticated and delivered
hereunder.  At
the written direction of the Issuer, the Indenture Trustee shall authenticate
and deliver the Notes. It shall not be necessary that the same signatory of the
Indenture Trustee execute the certificate of authentication on each of the
Notes.  Section 205.Registration; Registration of Transfer and
Exchange of Notes.  (a)The Indenture Trustee shall keep at its Corporate Trust Office books for
the registration and transfer of the Notes (the Note Register).  The Issuer hereby appoints the Indenture
Trustee as its registrar (the Note Registrar) and transfer agent to keep such
books and make such registrations and transfers as are hereinafter set forth in
this Section 205 and also authorizes and directs the Indenture Trustee to
provide a copy of such registration record to the Manager upon its request. The
names and addresses of the Noteholders and all transfers of, and the names and
addresses of the transferee of, all Notes will be registered in such Note
Register. The Person in whose name any Note is so registered shall be deemed
and treated as the owner and Noteholder thereof for all purposes of this
Indenture, and none of the Indenture Trustee, any Series Enhancer, the Note
Registrar or the Issuer shall be affected by any notice or knowledge to the
contrary.  (b)Payments of principal, premium, if any, and interest on any Note shall be
payable on each Payment Date only to the Person that was the Noteholder thereof
on the Record Date immediately preceding such Payment Date. The principal of,
premium, if any, and interest on each Note shall be payable at the Corporate
Trust Office of the Indenture Trustee in immediately available funds in  7


such coin or currency of
the United States of America as at the time for payment shall be legal tender
for the payment of public and private debts.  (c)Notwithstanding the foregoing or any provision in any Note to the
contrary, if so requested by the Noteholder by written notice (given at least
ten (10) days prior to the applicable Payment Date) to the Indenture Trustee,
all amounts payable to such Noteholder may be paid either (i) by crediting the
amount to be distributed to such Noteholder to an account maintained by such
Noteholder with the Indenture Trustee or by transferring such amount by wire to
such other bank in the United States, including a Federal Reserve Bank, as
shall have been specified in such notice, for credit to the account of such
Noteholder maintained at such bank, or (ii) by mailing a check to such address
as such Noteholder shall have specified in such notice, in either case without
any presentment or surrender of such Note to the Indenture Trustee at the
Corporate Trust Office of the Indenture Trustee (except in the case of final
payment).  (d)All payments on the Notes shall be paid to the Noteholders by wire
transfer of immediately available funds for receipt prior to 2:00 p.m. (New
York City time) on the related Payment Date. Any such payments received by the
Noteholders after 2:00 p.m. (New York City time) on any day shall be considered
to have been received on the next succeeding Business Day; provided, however,
that if the Issuer has deposited the required funds with the Indenture Trustee
by close of business one (1) Business Day prior to the Payment Date, then the
Issuer shall be deemed to have made such payment at the time so required on
such date.  Notwithstanding the foregoing
or any provision in any Note to the contrary, if so requested by the registered
Noteholder by written notice to the Indenture Trustee, all amounts payable to
such registered Noteholder may be paid by mailing a check to such address as
such Noteholder shall have specified in such notice, in either case without any
presentment or surrender of such Note to the Indenture Trustee at the Corporate
Trust Office of the Indenture Trustee (except in the case of final payment).  (e)Upon surrender for registration of transfer of any Note at the Corporate
Trust Office, the Issuer shall execute and the Indenture Trustee, upon written
request, shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of the same Series and Class,
of any authorized denominations and of alike aggregate original principal
amount.  (f)All Notes issued upon any registration of transfer or exchange of Notes
shall be the legal, valid and binding obligations of the Issuer, evidencing the
same debt, and entitled to the same benefits under this Indenture and the
relevant Supplement, as the Notes surrendered upon such registration of transfer
or exchange.  (g)Every Note presented or surrendered for registration of transfer or for
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer, in form satisfactory to the Issuer and the Indenture Trustee duly
executed, by the Noteholder thereof or his attorney duly authorized in writing.  (h)Any service charge, fees or expenses made or expense incurred by the
Indenture Trustee for any such registration of transfer or exchange referred to
in this Section 205 shall be paid by the applicable Noteholder. The Indenture
Trustee or the Issuer may require payment by the applicable Noteholder of a sum
sufficient to cover any tax, expense or other governmental charge payable in
connection therewith.  (i)Unless otherwise specified in the related Supplement, no transfer of any
Note or interest therein shall be made unless that transfer is made pursuant to
an effective registration statement under the Securities Act, and effective
registration or qualification under applicable state securities laws, or is
made in a transaction that does not require such registration or qualification.
If a transfer of any  8


Definitive Note is to be
made without registration under the Securities Act (other than in connection
with the initial issuance thereof or a transfer thereof by the Depositary or
one of its Affiliates), then the Note Registrar shall refuse to register such
transfer unless it receives (and upon receipt, may conclusively rely upon) either:
(i) an Investment Letter signed by such Noteholder and such Noteholders
prospective transferee; or (ii) an Opinion of Counsel satisfactory to the
Indenture Trustee and the Issuer to the effect that such transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall
not be an expense of the Issuer or any Affiliate thereof or of the Depositary,
the Manager, the Indenture Trustee, any Series Enhancer or the Note Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the Noteholder
desiring to effect such transfer or such Noteholders prospective transferee on
which such Opinion of Counsel is based. If such a transfer of any interest in a
Global Note is to be made without registration under the Securities Act, the
transferor will be deemed to have made each of the representations and
warranties set forth on Exhibit B hereto in respect of such interest as if it
was evidenced by a Definitive Note and the transferee will be deemed to have
made each of the representations and warranties set forth in either Exhibit B
hereto in respect of such interest as if it was evidenced by a Definitive Note.
None of the Depositary, the Issuer, the Indenture Trustee or the Note Registrar
is obligated to register or qualify any Class of Notes under the Securities Act
or any other securities law or to take any action not otherwise required under
this Indenture to permit the transfer of any Note or interest therein without
such registration or qualification.  Any
Noteholder or Note Owner desiring to effect such a transfer shall, and does
hereby agree to, indemnify the Depositary, the Issuer, the Indenture Trustee
and the Note Registrar against any liability that may result if any transfer
made in accordance with the preceding sentence did in fact require registration
under the Securities Act.  (j)If Notes are issued or exchanged in definitive form under Section 202,
such Notes will not be registered by the Indenture Trustee unless each
prospective initial Noteholder acquiring a Note, each prospective transferee
acquiring a Note and each prospective owner (or transferee thereof) of a
beneficial interest in Notes (each, a Prospective Owner) acquiring such beneficial
interest provides the Manager, the Issuer, the Indenture Trustee and any
successor Manager with a written representation to the effect set forth in
either (A) with respect to any Warehouse Notes, the first sentence of Section
208 or (B) with respect to any Term Note, either subsection (i) or (ii) of the
second sentence of Section 208.  (k)No sale, assignment or other transfer of a Note shall be effective or
deemed effective if such sale, assignment or other transfer is to a Competitor
(as determined by the Issuer).  Neither
the Indenture Trustee nor the Issuer is under any obligation to register the
Notes under the Securities Act or any other securities law or to bear any
expense with respect to such registration by any other Person or monitor
compliance of any transfer with the securities laws of the United States
regulations promulgated in connection thereto or ERISA.  (l)Any Note for which an Opinion of Counsel has not been rendered to the
Issuer to the effect that such Note constitutes debt for United States federal
income tax purposes (a Subject Note) shall be subject to the limitations of
this Section 205(l).  No Subject Notes
may be transferred, and no transfer (or purported transfer) of all or any part
of a Subject Note (or any direct or indirect economic or beneficial interest
therein) (a Transferred Note) whether to another Noteholder or to a Person
that is not a Noteholder (a Transferee), shall be effective, and to the
greatest extent permitted under Applicable Law any such transfer (or purported
transfer) shall be void ab initio, and no Person shall otherwise become a
Holder of a Subject Note, unless: 
(i) the Transferee provides the Note Registrar with its
representations and warranties made for the benefit of the Issuer to the effect
that:  (A) either (I) it is not
and will not become for U.S. federal income tax purposes a partnership,
Subchapter S corporation or grantor trust (each such entity a flow-through
entity) or (II) if it is or becomes a flow-through entity, then (x) none of
the direct or indirect beneficial owners of any of the interests in the
Transferee have or ever will have all or substantially all the value of its
interest in the Transferee attributable to the interest of the Transferee in
any Transferred Note, any other Notes, other interest (direct or indirect) in
the Issuer, or  9


any interest created under
this Indenture and (y) it is not and will not be a principal purpose of
the arrangement involving the investment of the Transferee in any Transferred
Note to permit any partnership to satisfy the 100 partner limitation of Section
1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership
not to be classified as a publicly traded partnership under the Code,
(B) the Transferee will not sell, assign, transfer or otherwise convey any
participating interest in any Note or any financial instrument or contract the
value of which is determined by reference in whole or in part to any Note,
(C) it is not acquiring and will not sell, transfer, assign, participate,
pledge or otherwise dispose of any Transferred Note(s) (or interest therein) or
cause any Transferred Note(s) (or interest therein) to be marketed on or
through an established securities market within the meaning of Section
7704(b) of the Code, including, without limitation, an interdealer quotation
system that regularly disseminates firm buy or sell quotations, and (D) in
the case of Subject Notes other than the Series 2010-1 Notes that it is a U.S.
Person within the meaning of Section 7701(a)(30) of the Code, and
(ii) after such transfer there would be no more than 90 members of the
limited liability company that is the Issuer (including as members, solely for
purposes of this Section 205(l), Holders of any Subject Notes and any other
instruments subject to the transfer restrictions of this Section 205(l)).  The Issuer shall not recognize any prohibited
Transfer described in this paragraph either (i) by redeeming the
transferors interest, or (ii) by admitting the Transferee as such a
member or otherwise recognizing any right of the Transferee (including, without
limitation, any right of the Transferee to receive payments or other
distributions from the Issuer, directly or indirectly).  Section 206.Mutilated Destroyed, Lost and Stolen Notes.  (a)If (i) any mutilated Note is surrendered to the Indenture Trustee, or the
Indenture Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee
such security or indemnity as it and the Issuer may require to hold the Issuer,
the Manager and the Indenture Trustee harmless, then the Issuer shall execute
and the Indenture Trustee shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note
of the same Series and Class and maturity and of like terms as the mutilated,
destroyed, lost or stolen Note; provided, however, that if any such destroyed, lost or stolen Note,
but not a mutilated Note, shall have become, or within seven days shall be, due
and payable, the Issuer may pay such destroyed, lost or stolen Note when so due
or payable instead of issuing a replacement Note.  (b)If, after the delivery of such replacement Note, or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a protected purchaser (as defined in the UCC) of the original Note in
lieu of which such replacement Note was issued (or such payment was made) presents
for payment such original Note, the Issuer and the Indenture Trustee shall be
entitled to recover upon the security or indemnity provided therefor to the
extent of any and all loss, damage, cost or expense incurred by the Issuer or
the Indenture Trustee in connection therewith.  (c)The Indenture Trustee and the Issuer may, for each new Note authenticated
and delivered under the provisions of this Section 206, require the advance
payment by the Noteholder of the expenses, including counsel fees, service
charges and any tax or governmental charge that may be incurred by the
Indenture Trustee or the Issuer in connection therewith. Any Note issued under
the provisions of this Section 206 in lieu of any Note alleged to be destroyed,
mutilated, lost or stolen, shall be equally and proportionately entitled to the
benefits of this Indenture with all other Notes of the same Series and Class.
The provisions of this Section 206 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.  Section 207.Delivery, Retention and Cancellation of Notes.  Each
Noteholder is required, and hereby agrees, to return to the Indenture Trustee
or, if any Series Enhancer has made any  10


unreimbursed
payment on such Notes, to such Series Enhancer, such return to be completed
prior to the receipt of such payment, any Note on which the final payment due
thereon is to be made. Any such Note as to which the Indenture Trustee has made
or holds the final payment thereon shall be deemed canceled and unless any
unreimbursed payment on such Note has been made by a Series Enhancer, shall no
longer be Outstanding for any purpose of this Indenture, whether or not such
Note is ever returned to the Indenture Trustee. 
Matured Notes delivered prior to final payment to the Indenture Trustee
and any Notes transferred or exchanged for other Notes shall be canceled and
disposed of by the Indenture Trustee in accordance with its policy of disposal
and the Indenture Trustee shall promptly deliver to the Issuer such canceled
Notes. If the Indenture Trustee shall acquire, for its own account, any of the
Notes, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Notes. If the Issuer shall acquire any of
the Notes, such acquisition shall operate as a redemption or satisfaction of
the indebtedness represented by such Notes. Notes which have been canceled by
the Indenture Trustee shall be deemed paid and discharged for all purposes
under this Indenture.  Section 208.ERISA Deemed Representations.  Each
prospective initial Noteholder and each Prospective Owner of a Warehouse Note
will be deemed to have represented and warranted by such purchase that it is
not acquiring the Warehouse Note with the plan assets of a Benefit Plan
Investor.  Each prospective initial
Noteholder and each Prospective Owner of a Term Note will be deemed to have
represented and warranted by such purchase that either (i) it is not acquiring
the Term Notes with the plan assets of a Benefit Plan or any other plan that is
subject to a law that is similar to Title I of ERISA or Section 4975 of the
Code; or (ii) the acquisition, holding and disposition of the Term Note will
not give rise to a nonexempt prohibited transaction under Section 406 of ERISA,
Section 4975 of the Code or any similar applicable law.  ARTICLE
III  PAYMENT
OF NOTES; STATEMENTS TO NOTEHOLDERS  Section 301.Principal and Interest. 
Distributions of principal, premium, if any, and interest on any Series
or Class of Notes shall be made to Noteholders of each Series and Class as set
forth in Section 302 of this Indenture and in the related Supplement.  Additional interest calculated at the Default
Rate shall be payable with respect to any payment of principal and/or interest
on any Note which is not paid when due. 
The maximum Default Rate for any Note of any Series shall be equal to
the sum of (i) two percent (2%) per annum, plus (ii) the interest rate for such
Note immediately prior to the occurrence of the relevant Event of Default.  If interest or principal amounts owing on
Notes are paid by a Series Enhancer and additional interest at the Default Rate
otherwise would be owing to the Noteholders of such Notes, then the Default
Rate shall be owed to such Series Enhancer and shall not be paid to applicable
Noteholders of such Series unless the related Series Enhancer has failed to
make payment of such amounts in accordance with the terms of any applicable
Enhancement Agreement.  Except as set
forth in any Supplement, all interest payable on the Notes and all commitment
and other fees payable to the Noteholders shall be computed on the basis of a
360-day year for the actual number of days which have elapsed in the relevant
calculation period.  Section 302.Trust Account.  (a)  The Issuer shall establish and maintain so
long as any Outstanding Obligation remains unpaid the Trust Account into which
the Issuer shall deposit (or cause to be deposited) all of the following
amounts:  (i) all amounts representing
Estimated Net Operating Income (and adjustments thereof), Casualty Proceeds and
Sales Proceeds with respect to the Managed Containers received from the Manager
pursuant to the terms of the Management Agreement, (ii) all Manager Advances, (iii)
all amounts received by the Issuer pursuant to the terms of all Hedge
Agreements then in effect, and (iv) other payments specified to be deposited
therein pursuant to the terms  11


of
this Indenture and the other Transaction Documents.  Such Trust Account shall be established and
maintained with the Corporate Trust Office of the Indenture Trustee in trust
for the Indenture Trustee, on behalf of the Noteholders, each Hedge
Counterparty and each Series Enhancer, until all Outstanding Obligations are
paid in full. The Trust Account shall at all times be an Eligible Account,
shall be in the name of the Issuer and shall be pledged to the Indenture
Trustee pursuant to the terms of this Indenture. The Issuer shall not establish
any additional Trust Accounts without (in each instance) prior written notice
to the Indenture Trustee and each Series Enhancer, if any.  (b)The Issuer shall cause the Manager to deposit into the Trust Account in
accordance with the provisions of Section 5.1 and 5.2 of the Management
Agreement amounts representing the Estimated Net Operating Income (and
adjustments thereof), Casualty Proceeds and Sales Proceeds with respect to the
Managed Containers.  The Manager shall be
permitted to require the Indenture Trustee to withdraw from amounts on deposit
in the Trust Account on each Payment Date, or otherwise net out from amounts
otherwise required to be deposited by the Manager in the Trust Account in
accordance with the provisions of Section 5.1 and 5.2 of the Management
Agreement, the amount of any Management Fees or Management Fee Arrearage that
would otherwise be due and payable on the immediately succeeding Payment Date.  (c)On or prior to each Determination Date, the Issuer shall cause the
Manager, pursuant to Section 4.1.2 of the Management Agreement, to prepare and
deliver the Manager Report.  On each
Payment Date, the Indenture Trustee, based on the Manager Report (upon which
Manager Report the Indenture Trustee shall be entitled to conclusively rely),
shall distribute from the Trust Account an amount equal to the sum of (i) all
amounts representing the Net Operating Income of the Eligible Containers
received during the related Collection Period, (ii) all other amounts received
by the Issuer subsequent to the immediately preceding Payment Date, (iii) all
amounts transferred from the Restricted Cash Account in accordance with the
provisions of Section 306 hereof; provided that the amounts described in this
clause (iii) may be used only to make the payments described in Section 306
hereof, (iv) any earnings on Eligible Investments in the Trust Account, the
Restricted Cash Account and any Series Accounts, (v) all Manager Advances
made by the Manager in accordance with the terms of the Management Agreement
subsequent to the immediately preceding Payment Date, (vi) the net amount
received by the Issuer pursuant to any Hedge Agreement then in effect and (vii)
if so directed by the Issuer, amounts, proceeds and funds contemplated by
Section 302(f) (unless the Issuer directs otherwise, the amounts and proceeds
contemplated by this clause (vii) shall be applied only in respect of principal
on Notes of one or more Series) (the sum of the amounts described in clauses
(i) through (vii) collectively, the Available Distribution Amount), to the
following Persons, by wire transfer of immediately available funds, in the
order of priority listed below (in the absence of any Manager Report, the
Indenture Trustee shall distribute the Available Distribution Amount in
accordance with written instructions from the Requisite Global Majority (with a
copy to each Series Enhancer and each Hedge Counterparty) and shall hold until
delivery of the Manager Report (i) any funds otherwise payable due to the
Issuer and (ii) any other amounts which the Requisite Global Majority is unable
to ascertain or allocate to a specific payment priority set forth in this
Indenture):  (I)If no Early Amortization
Event or Event of Default shall have occurred and shall then be continuing:  (1)To the Indenture Trustee, an amount equal to the sum of (A) all the
Indenture Trustees Fees then due and payable for all Series then Outstanding
(subject to the per annum dollar limitation in Section 905) and (B) any amounts
payable to the Indenture Trustee in accordance with the provisions of Section
403(e) hereof;  12


(2)To the Director Services Provider in the amount of any unpaid fees (to
the extent not previously paid) owing pursuant to the Director Services
Agreement (not to exceed $25,000 per annum)  (3)To the Manager, an amount equal to the sum of: (i) the Management Fee
then due and payable, (ii) the amount of any Management Fee Arrearage, and
(iii) any Excess Deposit then due and payable, but in each case only to the
extent not previously withheld by the Manager in accordance with the terms of
the Transaction Documents;  (4)To the Manager, reimbursement for any Manager Advances;  (5)To each of the following on a pro
rata basis: (i) To the Transition Agent, any Transition Agent Fees
then due and payable (not to exceed $6,000 per annum) and the payment of (or
reimbursement for) any out-of-pocket expenses incurred by the Transition Agent
related to the actual transfer from the Manager to a Back-up Manager and (ii)
To the Back-up Manager, any Back-up Manager Fees then due and payable;  (6)To the Persons entitled thereto: 
(i) any auditing, accounting and related fees then due and payable which
are classified as an Issuer Expense and (ii) any other Issuer Expenses then due
and payable, so long as the aggregate amount paid pursuant to this clause (6)
in any calendar year would not exceed Two Hundred Fifty Thousand Dollars
($250,000);  (7)To each Series Enhancer, pro rata based on the amount of Premiums then
due and payable, the amount of any Premium then due and payable pursuant to the
terms of each applicable Enhancement Agreement;  (8)To each Hedge Counterparty, the amount of any scheduled payments (but
excluding termination payments) then due and payable pursuant to the terms of
any Hedge Agreement then in effect.  (9)To each Series Account for each Series of Notes then Outstanding, an
amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not
exist to pay in full all such Priority Payments, such amounts shall be
allocated among all Series of Notes in the same proportion as the ratio of (x)
the Priority Payments of a particular Series of Notes then Outstanding on such
Payment Date to (y) the sum of the Priority Payments for all Series of Notes
then Outstanding on such Payment Date;  (10)To the Restricted Cash Account (if such account has been opened), an
amount sufficient so that the total amount on deposit therein, is equal to the
Restricted Cash Amount for such Payment Date;  (11)To each of the following on a pro
rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid
payments then due and payable (including termination payments but excluding (x)
any payments made pursuant to clause (8) above and (y) termination payments
resulting from an Event of Default or a Termination Event (other than Illegality
and Tax Event), each as defined in the related Hedge Agreement, where the
related Hedge Counterparty is the Defaulting Party or sole Affected Party
(each as defined  13


in
the related Hedge Agreement) pursuant to the terms of any Hedge Agreement then
in effect, and (ii) to each Series Account for each Series of Notes then
Outstanding in accordance with the provisions of Section 302(d), all Minimum
Principal Payment Amounts for each such Series;  (12)To each Series Account for each Series of Notes then Outstanding in
accordance with the provisions of Section 302(d), all Scheduled Principal
Payment Amounts for each such Series;  (13)To each Series Account for each Series of Notes then Outstanding, an
amount equal to that portion of the Supplemental Principal Payment Amounts
allocable to such Series in accordance with the provisions of Section 702(a);  (14)To the Noteholders, interest payments and Default Fees on the Notes not
paid pursuant to clause (9) above and any Indemnity Amounts or other amounts
then due and payable;  (15)To each of the following on a pro
rata basis: (i) To the Transition Agent, any amounts then due and
payable thereto and (ii) To the Back-up Manager, any amounts then due and
payable thereto, in each case in accordance with the Transaction Documents and
after giving effect to the payment made pursuant to clause (5) above;  (16)To the Indenture Trustee, any Indenture Trustees Fees and indemnified
amounts then due and payable, after giving effect to the payment made pursuant
to clause (1) above but not subject to the per annum dollar limitation in
Section 905;  (17)To the Director Services Provider in the amount of any unpaid
Indemnified Amounts (as defined in the Director Services Agreement) owing
pursuant to the Director Services Agreement;  (18)To each Hedge Counterparty, on a pro
rata basis, the amount of any unpaid payments then due and payable
(including termination payments resulting from an Event of Default or a Termination
Event (other than Illegality and Tax Event), each as defined in the
related Hedge Agreement where the related Hedge Counterparty is the Defaulting
Party or sole Affected Party (each as defined in the related Hedge
Agreement), but excluding any payments made pursuant to clause (8) or (11)
above) pursuant to the terms of any Hedge Agreement then in effect;  (19)To each of the following on a pro
rata basis: (i) to the Issuer, the amount of any indemnity payments
payable to the officers, directors and/or managers of the Issuer required to be
made by the Issuer, and (ii) to the Manager, the amount of any officer and
director indemnity payments required to be made by the Manager; and  (20)To the Issuer, any remaining Available Distribution Amount which may be
used by the Issuer for any purpose, including, without limitation, general
corporate purposes, the distribution of dividends, repayment of debt, paying
fees and expenses or any other purpose in the sole discretion of the Issuer.  14


(II)If an Early Amortization
Event shall then be continuing, but no Event of Default shall then be
continuing (or an Event of Default has occurred but the Notes have not been
accelerated in accordance with Section 802 hereof):  (1)To the Indenture Trustee, an amount equal to the sum of (A) all the
Indenture Trustees Fees then due and payable for all Series then Outstanding
(subject to the per annum dollar limitation in Section 905) and (B) any amounts
payable to the Indenture Trustee in accordance with the provisions of Section
403(e) hereof;  (2)To the Director Services Provider in the amount of any unpaid fees (to
the extent not previously paid) owing pursuant to the Director Services
Agreement (not to exceed $25,000 per annum)  (3)To the Manager, an amount equal to the sum of: (i) the Management Fee
then due and payable, (ii) the amount of any Management Fee Arrearage, and
(iii) any Excess Deposit then due and payable, but in each case only to the
extent not previously withheld by the Manager in accordance with the terms of
the Transaction Documents;  (4)To the Manager, reimbursement for any Manager Advances;  (5)To each of the following on a pro
rata basis: (i) To the Transition Agent, any Transition Agent Fees
then due and payable (not to exceed $6,000 per annum) and the payment of (or
reimbursement for) any out-of-pocket expenses incurred by the Transition Agent
related to the actual transfer from the Manager to a Back-up Manager and (ii)
To the Back-up Manager, any Back-up Manager Fees then due and payable;  (6)To the Persons entitled thereto: 
(i) any auditing, accounting and related fees then due and payable which
are classified as an Issuer Expense and (ii) any other Issuer Expenses then due
and payable, so long as the aggregate amount paid pursuant to this clause (6)
in any calendar year would not exceed Two Hundred Fifty Thousand Dollars
($250,000);  (7)To each Series Enhancer, pro rata based on the amount of Premiums then
due and payable, the amount of any Premium then due and payable pursuant to the
terms of each applicable Enhancement Agreement;  (8)To each Hedge Counterparty, the amount of any scheduled payments (but
excluding termination payments) then due and payable pursuant to the terms of
any Hedge Agreement then in effect.  (9)To each Series Account for each Series of Notes then Outstanding, an
amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not
exist to pay in full all such Priority Payments, such amounts shall be
allocated among all Series of Notes in the same proportion as the ratio of (x)
the Priority Payments of a particular Series of Notes then Outstanding on such
Payment Date to (y) the sum of the Priority Payments for all Series of Notes
then Outstanding on such Payment Date;  15


(10)To the Restricted Cash Account (if such account has been opened), an
amount sufficient so that the total amount on deposit therein, is equal to the
Restricted Cash Amount for such Payment Date;  (11)To each of the following on a pro
rata basis: (i) to each Series of Notes then Outstanding, pro rata based on unpaid principal
amounts, until all Series of Notes have been paid in full, and (ii) to each
Hedge Counterparty, on a pro rata
basis, the amount of any unpaid payments then due and payable (including
termination payments but excluding (x) any payments made pursuant to clause (8)
above and (y) termination payments resulting from an Event of Default or a Termination
Event (other than Illegality and Tax Event) (each as defined in the
related Hedge Agreement where the related Hedge Counterparty is the Defaulting
Party or sole Affected Party (each as defined in the related Hedge
Agreement)) pursuant to the terms of any Hedge Agreement then in effect;  (12)To the Noteholders and any Series Enhancer, interest payments on the
Notes and Default Fees not paid pursuant to clause (9) above and any Indemnity
Amounts or other amounts then due and payable;  (13)To each of the following on a pro
rata basis: (i) To the Transition Agent, any amounts then due and
payable thereto and (ii) To the Back-up Manager, any amounts then due and
payable thereto, in each case in accordance with the Transaction Documents and
after giving effect to the payment made pursuant to clause (5) above;  (14)To the Indenture Trustee, any Indenture Trustees Fees and indemnified
amounts then due and payable, after giving effect to the payment made pursuant
to clause (1) above but not subject to the per annum dollar limitation in
Section 905;  (15)To the Director Services Provider in the amount of any unpaid
Indemnified Amounts (as defined in the Director Services Agreement) owing
pursuant to the Director Services Agreement;  (16)To each Hedge Counterparty, on a pro
rata basis, the amount of any unpaid payments then due and payable
(including termination payments resulting from an Event of Default or a Termination
Event (other than Illegality and Tax Event), each as defined in the
related Hedge Agreement, where the related Hedge Counterparty is the Defaulting
Party or sole Affected Party (each as defined in the related Hedge
Agreement), but excluding any payments made pursuant to clause (8) or (11)
above) pursuant to the terms of any Hedge Agreement then in effect;  (17)To each of the following on a pro
rata basis: (i) to the Issuer, the amount of any indemnity payments
payable to the officers, directors and/or managers of the Issuer required to be
made by the Issuer, and (ii) to the Manager, the amount of any officer and
director indemnity payments required to be made by the Manager; and  (18)To the Issuer, any remaining Available Distribution Amount which may be
used by the Issuer for any purpose, including, without limitation, general
corporate purposes, the distribution of dividends, repayment of debt, paying
fees and expenses or any other purpose in the sole discretion of the Issuer.  16


(d)If on any Payment Date described in section (c)(I) above, there are not
sufficient funds to pay, in full, the Minimum Principal Payment Amounts and/or
Scheduled Principal Payment Amounts owing to all Series of Notes then
Outstanding, as the case may be, then, subject to the priority of payments set
forth in (c)(I) above, any such principal payments having the same payment
priority will be paid, in full, to the Series first issued (based on their
respective dates of issuance or Conversion Dates, as applicable) in
chronological order based on their respective dates of issuance or Conversion
Dates, as applicable.  For purposes of
this Section 302(d) only, any Series which was originally designated as
Warehouse Notes and is subsequently considered to be a Series of Term Notes due
to the occurrence of the Conversion Date for such Series will be deemed to have
an issuance date equivalent to its Conversion Date.  If two or more Series of the Notes were
issued on the same date or have the same Conversion Date, then principal
payments having the same payment priority will be allocated among each such
Series, on a pro rata basis, based on the
principal payments then due with respect to such Series.  If on any Payment Date
described in section (c)(II) above, there are not sufficient funds to pay, in
full, all Minimum Principal Payment Amounts owing to all Series of Notes then
Outstanding, then amounts available for the payment of Minimum Principal
Payment Amounts pursuant to the priority of payments set forth in (c)(II) above
shall be allocated among all Series of Notes for which Minimum Principal
Payment Amounts are owing on such Payment Date on a pro rata basis, calculated
based on the amount of the Minimum Principal Payment Amounts then owing to each
such Series.  If on any Payment Date
described in section (c)(II) above, there are not sufficient funds to pay, in
full, all Scheduled Principal Payment Amounts owing to all Series of Notes then
Outstanding, then amounts available for the payment of Scheduled Principal
Payment Amounts pursuant to the priority of payments set forth in (c)(II) above
shall be allocated among all Series of Notes for which Scheduled Principal
Payment Amounts are owing on such Payment Date on a pro rata basis, calculated
based on the amount of the Scheduled Principal Payment Amounts then owing to
each such Series.  (e)If any Series has more than one Class of Notes then Outstanding, then the
Available Distribution Amount shall be calculated without regard to the payment
priorities of the Classes of Notes within such Series.  Once the Available Distribution Amount has
been allocated to each Series, then that portion of the Available Distribution
Amount allocable to such Series shall be paid to each Class of Noteholders of
such Series in accordance with the priority of payments set forth in the
related Supplement.  (f)The Issuer shall have the right, but not the obligation, to make (or to
direct the Indenture Trustee to make) principal payments on any Series of Notes
and payments of other Outstanding Obligations from some or all of (i) amounts
that are payable or have been paid to the Issuer pursuant to this Section 302,
(ii) amounts that the Issuer receives from advances or draws under any Series
of Warehouse Notes, (iii) proceeds of the issuance of any Series of Notes, and
(iv) other funds held by the Issuer. 
Without limiting the foregoing, at the direction of the Issuer, amounts
and proceeds contemplated by the preceding sentence may be included in
distributions in respect of principal payments on the Notes of one or more
Series and payments of other Outstanding Obligations pursuant to Section
302(c).  Section 303.Investment of Monies Held in the Trust
Account, the Restricted Cash Account, and Series Accounts; Control over
Eligible Investments.  (a)The Indenture Trustee shall invest any cash deposited in the Trust
Account, the Restricted Cash Account, and each Series Account in such Eligible
Investments as the Issuer shall direct in writing or by telephone and
subsequently confirm in writing. Each Eligible Investment (including
reinvestment of the income and proceeds of Eligible Investments) shall be held
to its maturity and shall mature or shall be payable on demand not later than
the Business Day immediately preceding the next succeeding Payment Date. If the
Indenture Trustee has not received written instructions from the Issuer  17


by 2:30 p.m. (New York
time) on the day such funds are received as to the investment of funds then on
deposit in any of the aforementioned accounts, the Issuer hereby instructs the
Indenture Trustee to invest such funds in overnight investments of the type
described in clause (vi) of the definition of Eligible Investments.  Eligible Investments shall be made in the
name of the Securities Intermediary, and subject to the terms of the Control
Agreements.  Any earnings on Eligible
Investments in the Trust Account, the Restricted Cash Account, and each Series
Account shall be retained in each such account and be distributed in accordance
with the terms of this Indenture or any related Supplement. The Indenture
Trustee shall not be liable or responsible for losses on any investments made
by it pursuant to this Section 303.  (b)On or prior to the Closing Date, each of the Issuer and the Securities
Intermediary shall enter into control agreements (each a Control Agreement,
collectively, the Control Agreements) substantially in the form of Exhibit C
hereto for each of the Trust Account, the Restricted Cash Account and any
Series Accounts.  At all times on and
after the Closing Date, each such account shall be the subject of a Control Agreement.  (c)The Indenture Trustee, acting in accordance with the terms of this
Indenture, shall be entitled to deliver an Entitlement Order to the Securities
Intermediary at which such accounts are maintained at any time; provided,
however, that the Indenture Trustee agrees not to invoke its right to provide
an Entitlement Order (other than an order directing the transfer of funds from
the Trust Account in accordance with Section 302(c)) from the Restricted Cash
Account in accordance with Section 306 unless an Event of Default has
occurred and is continuing. Such Control Agreements shall provide that upon
receipt of the Entitlement Order in accordance with the provisions of this
Indenture, the Indenture Trustee shall comply with such Entitlement Order
without further consent by the Issuer or any other Person.  (d)Each of the Trust Account, the Restricted Cash Account, and the Series
Accounts shall be established with the Indenture Trustee and, so long as any
Outstanding Obligation remains unpaid, shall be maintained with the Indenture
Trustee so long as (A) the short-term unsecured debt obligations of the
financial institution fulfilling the role of the Indenture Trustee are rated
not less than the Required Deposit Rating, or (B) each of the Trust Account,
the Restricted Cash Account, and the Series Accounts are maintained at the
Corporate Trust Office of the Indenture Trustee.  (e)Each of the Trust Account, the Restricted Cash Account and each Series
Account shall be governed by the laws of the State of New York, regardless of
any provision in any other agreement. Each Control Agreement shall provide for
purposes of the UCC, that New York shall be deemed to be the Securities
Intermediarys jurisdiction and each of the Trust Account, the Restricted Cash
Account and each Series Account (as well as the Securities Entitlements related
thereto) shall be governed by the laws of the State of New York.  (f)The Securities Intermediary has not entered into, and until the
termination of this Indenture will not enter into, any agreement with any other
Person relating to each of the Trust Account, the Restricted Cash Account, each
Series Account or any Financial Assets credited thereto pursuant to which it
has agreed to comply with Entitlement Orders of such other Person and the
Securities Intermediary has not entered into, and until the termination of this
Agreement will not enter into, any agreement with the Issuer, the Seller, the
Manager or the Indenture Trustee purporting to limit or condition the
obligation of the Securities Intermediary to comply with Entitlement Orders as
set forth in Section 303(c) hereof.  (g)Except for the claims and interest of the Indenture Trustee and of the
Issuer hereunder in each of the Trust Account, the Restricted Cash Account and
each Series Account, to the best of its knowledge without independent
investigation, the Securities Intermediary knows of no claim to, or  18


interest in, any of the
Trust Account, the Restricted Cash Account, any Series Account or in any
Financial Asset credited thereto. If any other Person asserts any Lien,
encumbrance or adverse claim (including any writ, garnishment, judgment,
warrant of attachment, execution or similar process) against any of the Trust
Account, the Restricted Cash Account,each
Series Account or in any Financial Asset credited thereto, the Securities
Intermediary will promptly notify the Indenture Trustee, the Manager, each
Series Enhancer, each Hedge Counterparty and the Issuer thereof.  (h)The Indenture Trustee shall possess a perfected security interest in all
right, title and interest in and to all funds on deposit from time to time in
each of the Trust Account, the Restricted Cash Account, each Series Account and
in all Proceeds thereof. Each of the Trust Account, the Restricted Cash Account
and each Series Account shall be in the name of the Issuer subject to a
securities account control agreement providing that such account shall be under
the sole dominion and control of the Indenture Trustee (subject to the terms
and conditions thereof), for the benefit of the Noteholders, each Hedge
Counterparty and each Series Enhancer, if any. The Indenture Trustee shall make
withdrawals and payments from each of the Trust Account, the Restricted Cash
Account and the Series Accounts and apply such amounts in accordance with the
provisions of the Manager Report and, in the absence of any Manager Report, in
accordance with written instructions from the Requisite Global Majority (with a
copy to each Series Enhancer and each Hedge Counterparty).  (i)The Issuer shall not direct the Indenture Trustee to make any investment
of any funds or to sell any investment held in any of the Trust Account, the
Restricted Cash Account or any Series Account unless the security interest of
the Indenture Trustee in such account and any funds or investments held therein
shall continue to be perfected without any further action by any Person.  (j)Wells Fargo Bank, National Association (including in its capacity as
Securities Intermediary) hereby agrees that any security interest it may have
in the Trust Account, the Restricted Cash Account and any Series Account or any
Security Entitlement credited thereto shall be subordinate to the security
interest created by this Indenture. The Financial Assets and other items deposited
to the Trust Account, the Restricted Cash Account and any Series Account will
not be subject to deduction, set-off, bankers lien, or any other right in
favor of any Person except as created pursuant to this Indenture.  For the sake of clarity, the fees and
expenses of the Indenture Trustee shall be payable solely pursuant to Section
302 or 806 of this Indenture and will not be subject to deduction, set-off,
bankers lien or other right of the Indenture Trustee.  Section 304.Reports to Noteholders.  The
Indenture Trustee shall promptly upon the receipt thereof, make available to
each Noteholder, the Transition Agent, the Depositary, each Hedge Counterparty
and each Series Enhancer, a copy of all reports, financial statements and
notices received by the Indenture Trustee pursuant to the Contribution and Sale
Agreement, the Indenture (including any Supplements issued pursuant thereto),
the Transition Agent Agreement, a Note Purchase Agreement or the Management
Agreement, by posting copies thereof on its password-protected website
(www.CTSLink.com) or at such other address as shall be specified by the
Indenture Trustee from time to time in writing to each Noteholder, the
Transition Agent, the Depository, each Hedge Counterparty and each Series
Enhancer; provided, however, the
Indenture Trustee shall have no obligation to provide such information
described in this Section 304 until it has received the requisite information
from the applicable party.  The Indenture
Trustee will make no representation or warranties as to the accuracy or
completeness of such documents and will assume no responsibility therefor.  In connection with providing access to the
Indenture Trustees website, the Indenture Trustee may require registration and
the acceptance of a disclaimer.  The
Indenture Trustee shall not be liable for the dissemination of information in
accordance with the terms of this Indenture.  Section 305.Records.  The
Indenture Trustee shall cause to be kept and maintained customary records
pertaining to the Trust Account, the Restricted Cash Accountand each Series Account  19


and
all receipts and disbursements therefrom. The Indenture Trustee shall deliver
monthly an accounting thereof in the form of a trust statement to the Issuer,
the Seller, the Transition Agent and the Manager, each Series Enhancer and each
Hedge Counterparty.  Section 306.Restricted Cash Account. 
(a)  The Issuer shall establish on
or prior to the Closing Date, and shall thereafter maintain so long as any
Outstanding Obligation remains unpaid, an Eligible Account in the name of the
Issuer with the Indenture Trustee which shall be designated as the Restricted
Cash Account, which account shall be held by the Indenture Trustee for the
benefit of the Noteholders of all Series of Notes and each Series Enhancer
pursuant to the terms of this Indenture and the related Supplements.  On the Closing Date, the Issuer will deposit
(or cause to be deposited) into the Restricted Cash Account an amount equal to
the Restricted Cash Amount, and amounts thereafter shall be deposited in the
Restricted Cash Account in accordance with Section 302 hereof. The Restricted
Cash Account shall only be relocated to another financial institution in
accordance with the express provisions of Section 303(d) hereof. Any and all
monies on deposit in the Restricted Cash Account shall be invested in Eligible
Investments in accordance with this Indenture and shall be distributed in
accordance with this Section 306.  (b)On each Determination Date following the Closing Date, the Indenture
Trustee shall, in accordance with the Manager Report (or, in the absence of any
Manager Report, in accordance with written instructions from the Requisite
Global Majority (with a copy to each Series Enhancer and each Hedge
Counterparty)), withdraw from the Restricted Cash Account and deposit into the
Series Account for each Series an amount equal to the Deficiency Amount
(determined after giving effect to all other deposits to the Series Account for
such Series (other than funds transferred from the Restricted Cash Account)) on
or prior to such Determination Date. 
Amounts transferred to the Series Account pursuant to the provisions of
this Section 306(b) may only be used to pay amounts specified in the definition
of Permitted Payment Date Withdrawals. 
If the amount on deposit in the Restricted Cash Account on a
Determination Date is not sufficient to pay in full the aggregate Permitted
Payment Date Withdrawals referred to in this Section 306(b), then the amount of
funds then available in the Restricted Cash Account will be allocated among the
various Series on a pro ratabasis
in proportion to the amount of their respective PermittedPayment Date Withdrawals.  (c)On each Payment Date following the Closing Date, the Indenture Trustee
shall, in accordance with the Manager Report (or, in the absence of any Manager
Report, in accordance with written instructions from the Requisite Global
Majority (with a copy to each Series Enhancer and each Hedge Counterparty)),
deposit in the Trust Account for distribution in accordance with the terms of
this Indenture the excess, if any, of (A) the amounts then on deposit in the
Restricted Cash Account (after giving effect to any withdrawals therefrom on
such Payment Date) over (B) an amount equal to the Restricted Cash Amount for
such Payment Date. On the Legal Final Maturity Date for the Series with the
latest Legal Final Maturity Date, any remaining funds in the Restricted Cash
Account shall be deposited in the Trust Account and, subject to the limitations
set forth in the related Supplement, distributed in accordance with Section 302
of this Indenture and the related Supplement.  Section 307.CUSIP Numbers.  The Issuer
in issuing the Notes may use CUSIP numbers (if then generally in use), and,
if so, the Indenture Trustee shall use CUSIP numbers in notices of redemption
as a convenience to Noteholders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Issuer will promptly notify the Indenture Trustee
of any change in the CUSIP numbers.  Section 308.No Claim. 
Indemnities payable to the Indenture Trustee, the Manager, the
Independent Director Provider, the Transition Agent and any other Person, shall
be non-recourse to  20


the
Issuer and shall not constitute a claim (as defined in Section 101(5) of the
Bankruptcy Code) against the Issuer or the Collateral in the event such amounts
are not paid in accordance with Section 302 or 806 of this Indenture.  Section 309.           Compliance
with Withholding Requirements. 
Notwithstanding any other provision of this Indenture, the Indenture
Trustee shall comply with all United States federal income tax withholding
requirements with respect to payments to Noteholders of interest, original issue
discount, or other amounts that the Indenture Trustee reasonably believes are
applicable under the Code. The consent of Noteholders shall not be required for
any such withholding.  Section 310.           Tax
Treatment of Notes.  The Issuer has
entered into this Indenture, and the Notes will be issued, with the intention
that, for United States federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness. The Issuer and
the Indenture Trustee, by entering into this Indenture, and each Noteholder and
beneficial owner of a Note, by its acceptance of its Note, agree to treat the
Notes as indebtedness for United States federal, state and local income, single
business and franchise tax purposes.  ARTICLE
IV  COLLATERAL  Section 401.           Collateral.  (a) 
The Notes and all other Outstanding Obligations shall be obligations of
the Issuer as provided in Section 203 hereof. The Indenture Trustee, on behalf
of the Noteholders, each Hedge Counterparty and each Series Enhancer, if any,
shall also have the benefit of, and the Outstanding Obligations shall be
secured by and be payable from, the Issuers right, title and interest in the
Collateral. The income, payments and proceeds of such Collateral shall be
allocated to each such Person strictly in accordance with the applicable
payment priorities set forth in Section 302 or Section 806 hereof.  (b)           Notwithstanding anything contained in
this Indenture to the contrary, the Issuer expressly agrees that it shall
remain liable under each of its Contracts and Leases to observe and perform all
the conditions and obligations to be observed and performed by it thereunder
and that it shall perform all of its duties and obligations thereunder, all in
accordance with and pursuant to the terms and provisions of each such Contract
or Lease, as the case may be.  (c)           The Indenture Trustee hereby
acknowledges the appointment by the Issuer of the Manager to service and
administer the Collateral in accordance with the provisions of the Management
Agreement.  So long as the Management
Agreement shall not have been terminated in accordance with its terms, the
Indenture Trustee hereby agrees to provide the Manager with such documentation,
and to take all such actions with respect to the Collateral as the Manager may
reasonably request in accordance with the express provisions of the Management
Agreement; provided, however, that the Indenture Trustee shall be entitled to
receive from the Manager reasonable compensation and cost reimbursement for any
such action. Until such time as the Management Agreement has been terminated in
accordance with its terms, the Manager, on behalf of the Issuer, shall continue
to collect all Accounts and payments on the Leases of the Managed Containers in
accordance with the provisions of the Management Agreement and deposit such
amounts into the Trust Account in accordance with the provisions of the
Management Agreement. Any Proceeds received directly by the Issuer in payment
of any Account or Leases with respect to, or in payment for or in respect of,
any of the Managed Containers or on account of any of the Contracts to which
the Issuer is a party shall be promptly deposited by the Issuer in precisely
the form received (with all necessary endorsements) in the Trust Account in accordance
with the provisions of the Management Agreement, and until so deposited shall
be deemed to be held in trust by the Issuer for the Indenture Trustee and shall
continue to be collateral security for all of the obligations secured by this  21


Indenture and shall not
constitute payment thereof until applied as hereinafter provided. If (i) an
Event of Default has occurred, (ii) any Sale of the Collateral pursuant to
Section 816 hereof shall have occurred or (iii) a Manager Default has occurred,
the Issuer shall at the request of the Indenture Trustee, acting with the
consent of or at the direction of the Requisite Global Majority, to the extent
practicable, deliver to the Indenture Trustee (or such other Person as the
Indenture Trustee may direct) originals (or, to the extent originals cannot be
delivered, copies) of all Leases and other documents evidencing, and relating
to, the sale, lease and delivery of such Managed Containers and the Issuer
shall, to the extent practicable, deliver originals (or, to the extent
originals cannot be delivered, copies) of all other documents evidencing and
relating to, the performance of any labor, maintenance, remarketing or other
service which created any Accounts, including, without limitation, all original
orders, invoices and shipping receipts.  Section 402.           Pro
Rata Interest.  (a)           Except as expressly provided for
herein or in any Supplement, the Notes of all Outstanding Series shall be
equally and ratably entitled to the benefits of this Indenture without
preference, priority or distinction, all in accordance with the terms and
provisions of this Indenture and the related Supplement. All Notes of a
particular Class issued hereunder are and are to be, to the extent (including
any exceptions) provided in this Indenture and the related Supplement, equally
and ratably secured by this Indenture without preference, priority or
distinction on account of the actual time or times of the authentication or
delivery of the Notes so that all Notes of a particular Series and Class at any
time Outstanding (including Notes owned by the Seller and its Affiliates, other
than the Issuer) shall have the same right, Lien and preference under this
Indenture and shall all be equally and ratably secured hereby with like effect
as if they had all been executed, authenticated and delivered simultaneously on
the date hereof.  (b)           If the conditions specified in
Section 701 of this Indenture are met with respect to such Series of Notes, the
security interest, and all other estate and rights granted by this Indenture
with respect to such Series of Notes shall cease and become null and void, and
all of the property, rights, and interest granted as security for the Notes of
such Series shall revert to and revest in the Issuer without any other act or
formality whatsoever.  Section 403.           Indenture
Trustees Appointment as Attorney-in-Fact.  (a)           The Issuer hereby irrevocably
constitutes and appoints the Indenture Trustee, and any officer or agent
thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of the Issuer and in the name of the Issuer or in its own name, from time
to time, for the purpose of carrying out the terms of this Indenture, to take
any and all appropriate action and to execute and deliver any and all documents
and instruments which may be necessary or desirable to accomplish the purposes
of this Indenture; provided, however, that the Indenture Trustee has no
obligation or duty to take such action or to determine whether to perfect,
file, record or maintain any perfected, filed or recorded document or
instrument (all of which the Issuer shall prepare, deliver and instruct the
Indenture Trustee to execute) in connection with the grant or security interest
in the Collateral hereunder.  (b)           The Indenture Trustee shall not
exercise the power of attorney or any rights granted to the Indenture Trustee
pursuant to this Section 403 unless an Event of Default shall have occurred and
then be continuing. The Issuer hereby ratifies, to the extent permitted by law,
all actions that said attorney shall lawfully do, or cause to be done, by
virtue hereof. The power of attorney granted pursuant to this Section 403 is a
power coupled with an interest and shall be irrevocable until all Series of
Notes are paid and performed in full.  22


(c)           The powers conferred on the Indenture
Trustee hereunder are solely to protect the Indenture Trustees interests in
the Collateral and shall not impose any duty upon it to exercise any such
powers except as set forth herein. The Indenture Trustee shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers and neither it nor any of its officers, directors, employees, agents or
representatives shall be responsible to the Issuer for any act or failure to
act, except for its own negligence or willful misconduct.  (d)           The Issuer also authorizes (but does
not obligate) the Indenture Trustee to (i) so long as a Manager Default is
continuing and a Manager Termination Notice has been delivered in accordance
with the terms of the Management Agreement, communicate in its own name, or to
direct any other Person, including the Manager or a replacement Manager, to
communicate with any party to any Contract or Lease relating to a Managed
Container and (ii) so long as an Event of Default is continuing, and a Manager
Termination Notice has been delivered in accordance with the terms of the
Management Agreement, execute in connection with the sale of Collateral
provided for in Article VIII hereof, any endorsements, assignments or other
instruments of conveyance or transfer with respect to the Collateral.  (e)           If the Issuer fails to perform or
comply with any of its agreements contained herein and a Responsible Officer of
the Indenture Trustee shall receive notice of such failure, the Indenture
Trustee, with the consent of the Requisite Global Majority, shall cause performance
or compliance, or acting at the direction of the Requisite Global Majority
shall perform or comply, with such agreement; provided,
however, that the Indenture Trustee
shall have no obligation to so perform or comply if it has reasonable grounds
to believe that payment of its expenses and interest thereon (as set forth in
the following sentence) is not reasonably assured. The reasonable and
documented expenses, including reasonable and documented attorneys fees and
expenses, of the Indenture Trustee incurred in connection with such performance
or compliance, shall be payable by the Issuer to the Indenture Trustee on
demand and shall constitute additional Outstanding Obligations secured hereby
and shall be paid in accordance with the provisions of Section 302 or Section
806 hereof.  Section 404.           Release
of Security Interest.  The Indenture
Trustee, at the written direction of the Manager, shall release from the Lien
of this Indenture, any Managed Container and the Related Assets sold or
transferred pursuant to Section 606(a) hereof. In effectuating such release,
the Indenture Trustee shall be provided with and entitled to rely on: (A) so
long as no Early Amortization Event is then continuing, a written direction of
the Manager (with a copy to the Transition Agent and each Series Enhancer, if
any) identifying each Managed Container or other items to be released from the
Lien of this Indenture in accordance with the provisions of this Section 404
accompanied by an Asset Base Certificate, or (B) if an Early Amortization Event
is then continuing, all of the following: (i) the items set forth in (A), (ii)
a certificate from the Manager (with a copy to the Transition Agent and each
Series Enhancer) stating that such release is in compliance with Sections 404 and
606(a) hereof and (iii) a written direction from the Requisite Global Majority
approving such release.  The
Indenture Trustee will, promptly upon receipt of such certificate from the
Manager and at the Issuers expense, execute and deliver to the Issuer, the
Seller or the Manager, as appropriate, each Series Enhancer, each Hedge
Counterparty and the Transition Agent, a non-recourse certificate of release
substantially in the form of Exhibit A hereto and such additional documents and
instruments (including, but not limited to, UCC termination filings) as that
Person may reasonably request to evidence the termination and release from the
Lien of this Indenture of such Managed Container and the Related Assets.  Section 405.           Administration
of Collateral.  (a) The Indenture
Trustee shall as promptly as practicable notify the Noteholders, each Series
Enhancer, each Hedge Counterparty and the Transition Agent of any Manager
Default of which a Responsible Officer has actual knowledge. If a Manager
Default shall have occurred and then be continuing, the Indenture Trustee, at
the written  23


direction
of the Requisite Global Majority, shall deliver to the Manager (with a copy to
the Transition Agent, each Series Enhancer, each Hedge Counterparty and each
Rating Agency) a Manager Termination Notice terminating the Manager of its
responsibilities in accordance with the terms of the Management Agreement.  In addition, upon the occurrence of a Back-up
Manager Event, the Transition Agent shall solicit bids for a Back-up Manager
pursuant to Section 3.11 of the Management Agreement. If a Back-up Manager
shall not have assumed the duties of the Manager as a replacement Manager
pursuant to a Back-up Management Agreement, or the Requisite Global Majority is
unable to locate and qualify a replacement Manager acceptable to the Requisite
Global Majority, in either case within sixty (60) days after the date of
delivery of the Manager Termination Notice, then the Indenture Trustee may (and
shall, upon the direction of the Requisite Global Majority) appoint, or
petition a court of competent jurisdiction to appoint, a company acceptable to
the Requisite Global Majority, having a net worth of not less than $5,000,000
and whose regular business includes equipment leasing or servicing, as the
successor to the Manager of all or any part of the responsibilities, duties or
liabilities of the Manager under the Management Agreement and the other
Transaction Documents to which it is a party. 
In no event shall either the Indenture Trustee or the Transition Agent
be required to act as Manager or Back-up Manager hereunder.  The Manager shall continue to fulfill its
duties and responsibilities as Manager until such time as its replacement is
appointed and has assumed such responsibilities. The replaced Manager shall not
be entitled to receive any compensation for any period after the effective date
of such replacement, but shall be entitled to receive compensation for services
rendered through the effective date of such replacement except to the extent
that it is unable to fulfill such duties pending the appointment of a
replacement Manager.  In connection with
the appointment of a replacement Manager, the Indenture Trustee or Transition
Agent may, with the written consent of the Requisite Global Majority, make such
arrangements for the compensation of such replacement Manager out of
Collections as the Indenture Trustee, the Requisite Global Majority and such
replacement Manager shall agree; provided,
however, that no such revised
compensation shall be in excess of the Management Fees permitted the Manager
under the Management Agreement and the arrangement for reimbursement of
expenses shall be no more favorable than that set forth in the Management
Agreement unless the Requisite Global Majority shall approve such higher
amounts; provided, further, that in no event shall any of the
Indenture Trustee, any Series Enhancer, any Hedge Counterparty or the
Transition Agent be liable to any replacement Manager for the Management Fees
or any additional amounts (including expenses and indemnifications) payable to
such replacement Manager, either pursuant to the Management Agreement or
otherwise. The Indenture Trustee and such successor shall take such action,
consistent with the Management Agreement, as shall be necessary to effectuate
any such succession including exercising the power of attorney granted by the
Manager pursuant to Section 9.4 of the Management Agreement.  (b)           So long as a Manager Default has
occurred and a Manager Termination Notice has been delivered in accordance with
the terms of the Management Agreement, the Indenture Trustee may and shall, if
directed in writing by the Requisite Global Majority, after first notifying the
Issuer of its intention to do so, notify Account Debtors of the Issuer (and the
Issuer hereby agrees to provide the Indenture Trustee all commercially
reasonable information to identify and locate such Account Debtors), parties to
the Contracts of the Issuer, obligors in respect of Instruments of the Issuer
and obligors in respect of Chattel Paper of the Issuer that the Accounts and
the right, title and interest of the Issuer in and under such Contracts,
Instruments, and Chattel Paper (to the extent related to the Managed Containers)
have been pledged to Indenture Trustee and that payments shall be made directly
to the Indenture Trustee or the Trust Account; provided that a replacement
Manager appointed pursuant to this Section 405 shall unless otherwise directed
by the Requisite Global Majority exercise all of the foregoing rights, and that
pending appointment of such replacement Manager, the then current Manager
shall, unless otherwise directed by the Requisite Global Majority, be permitted
to exercise such rights until the replacement Manager assumes the
responsibility of the Manager.  Upon the
request of the Requisite Global Majority, the Issuer shall, or shall direct
Manager to, so notify such Account Debtors, parties to such Contracts, obligors
in respect of such Instruments and obligors in respect of such Chattel
Paper.  So long as a Manager Default has
occurred and a Manager Termination Notice has been delivered in accordance with  24


the terms of the
Management Agreement, the Indenture Trustee shall at the written direction of
the Requisite Global Majority communicate with such Account Debtors, parties to
such Contracts, obligors in respect of such Instruments and obligors in respect
of such Chattel Paper to verify with such parties, the existence, amount and
terms of any such Accounts, Contracts, Instruments or Chattel Paper.  (c)           Upon a Responsible Officers
obtaining actual knowledge or the actual receipt of written notice by the
Indenture Trustee that any repurchase obligations of the Seller under Section
3.03 of the Contribution and Sale Agreement have arisen, the Indenture Trustee
shall notify each Series Enhancer, each Rating Agency, each Hedge Counterparty
and the Transition Agent of such event and shall enforce such repurchase
obligations at the written direction of the Requisite Global Majority.  (d)           Neither the Indenture Trustee nor the
Transition Agent shall have any obligation to take any of the actions specified
in Section 405(a), Section 405(b) or Section 405(c) unless the Indenture
Trustee and/or the Transition Agent (as applicable) shall have security or
indemnity reasonably satisfactory to it against the costs and expenses which
may be incurred by the Indenture Trustee and/or the Transition Agent (as
applicable) in taking such actions.  Section 406.           Quiet
Enjoyment.  The security interest
hereby granted to the Indenture Trustee by the Issuer is subject to the right
of any lessee to the quiet enjoyment of the related Managed Container so long
as such lessee is not in default under the Lease therefor.  ARTICLE
V  RIGHTS
OF NOTEHOLDERS; ALLOCATION AND APPLICATION OF COLLECTIONS; REQUISITE GLOBAL
MAJORITY  Section 501.           Rights
of Noteholders.  The Noteholders of
each Series shall have the right to receive, to the extent necessary to make
the required payments with respect to the Notes of such Series at the times and
in the amounts specified in the related Supplement, (i) the portion of
Collections allocable to Noteholders of such Series pursuant to this Indenture
and the related Supplement, (ii) funds on deposit in the Trust Account (subject
to the priorities set forth in Sections 302 and 806 hereof) and the Restricted
Cash Account and (iii) funds on deposit in any Series Account for such Series,
or payable with respect to any Series Enhancement for such Series. Each
Noteholder, by acceptance of its Notes, (a) acknowledges and agrees that
(except as expressly provided herein and in a Supplement entered into in
accordance with Section 1006(b) hereof) the Noteholders of a Series or Class
shall not have any interest in any Series Account or Series Enhancement for the
benefit of any other Series or Class and (b) ratifies and confirms the terms of
this Indenture and the Transaction Documents executed in connection with such
Series.  Section 502.           Collections
and Allocations.  With respect to
each Collection Period, Collections on deposit in the Trust Account will be
allocated to each Series then Outstanding in accordance with Article III of
this Indenture and the Supplements.  Section 503.           Determination
of Requisite Global Majority.  A
Requisite Global Majority shall exist with respect to any action proposed to be
taken pursuant to the terms of this Indenture or any Supplement if the Control
Party or Control Parties representing more than fifty percent (50%) of the sum
of the Existing Commitments of all Series of Outstanding Notes shall approve or
direct such proposed action (in making such a determination, each Control Party
shall be deemed to have voted the entire Existing Commitment of the related
Series in favor of, or in opposition to, such proposed action, as the case may
be).  The Indenture Trustee shall be
responsible for identifying the Requisite Global Majority in accordance with
the terms of this Section 503 based on information provided by the Note
Registrar.  25


ARTICLE
VI  COVENANTS  For
so long as any Outstanding Obligations have not been paid or performed, the
Issuer shall observe each of the following covenants:  Section 601.           Payment
of Principal and Interest; Payment of Taxes.  (a) 
The Issuer will duly and punctually pay the principal of, and interest,
on the Notes in accordance with the terms of the Notes, this Indenture and the
related Supplement.  (b)           The Issuer will take all actions as
are necessary to insure that all taxes, assessments and governmental levies
that are payable by the Issuer are paid when due except (i) such as are
contested in good faith and by appropriate proceedings and (ii) if the
failure to make such payment is not adverse in any material respect to the
Noteholders and does not give rise to any Liens other than Permitted
Encumbrances.  Section 602.           Maintenance
of Office.  As of the Closing Date,
the Issuers only place of business within the meaning of Section 9-307 of
the UCC is located at its address set forth in Section 1307. The Issuer shall
not establish a new place of business or location for its chief executive
office or change its jurisdiction of formation unless (i) the Issuer shall provide
each of the Indenture Trustee, each Rating Agency, the Transition Agent, each
Hedge Counterparty and each Series Enhancer not less than thirty (30) days
prior written notice of its intention so to do, clearly describing such new
location and providing such other information in connection therewith as the
Indenture Trustee, the Transition Agent, each Hedge Counterparty or each Series
Enhancer may reasonably request, (ii) not less than fifteen (15) days
prior to the effective date of such relocation, the Issuer shall have taken, at
its own cost, all action necessary so that such change of location does not
impair the security interest of the Indenture Trustee in the Collateral, or the
perfection of the sale or contribution of the Containers to the Issuer, and
shall have delivered to the Indenture Trustee, the Transition Agent, each Hedge
Counterparty and each Series Enhancer copies of all filings required in
connection therewith and (iii) the Issuer has delivered to the Indenture
Trustee, the Transition Agent, each Series Enhancer, each Hedge Counterparty
and each Rating Agency, one or more Opinions of Counsel satisfactory to the
Requisite Global Majority, stating that, after giving effect to such change of
location: (A) the Seller and the Issuer will not, pursuant to applicable
Insolvency Law, be substantively consolidated in the event of any Insolvency
Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the
transfers of Transferred Assets made in accordance with the terms of the Transaction
Documents will be treated as a true sale in the event of any Insolvency
Proceeding by, or against, the Seller and (C) either (1) in the opinion of such
counsel, all registration of charges, financing statements, or other documents
of similar import, and amendments thereto have been executed (if applicable)
and filed that are necessary to perfect the interest of the Issuer and the
Indenture Trustee in the Transferred Assets, or (2) stating that, in the
opinion of such counsel, no such action shall be necessary to perfect such
interest; provided that the opinions required in this Section 602(iii)(A) and
(B) shall not be required unless the Issuer establishes a new place of business
outside of the United States or a location for its chief executive office
outside of the United States or changes its jurisdiction of formation to a
location outside of the United States.  Section 603.           Corporate
Existence.  The Issuer will keep in
full effect its existence, rights and franchises as a limited liability company
organized under the laws of the State of Delaware, and will obtain and preserve
its qualification in each jurisdiction in which such qualification is necessary
to protect the validity and enforceability of this Indenture, any Supplements
and the Notes except where the failure to obtain or preserve such qualification
is not reasonably expected to result in a Material Adverse Change.  26


Section 604.           Protection
of Collateral.  The Issuer will from
time to time execute (if applicable) and deliver all financing statements, all
amendments thereto and continuation statements, instruments of further
assurance and other instruments, and will, upon the reasonable request of the
Manager, the Indenture Trustee, the Transition Agent, any Hedge Counterparty or
any Series Enhancer, take such other action necessary or advisable to:  (a)           maintain or preserve the Lien of this
Indenture (and the priority thereof) including executing and filing such
documents as may be required under any international convention for the
perfection of interests in Managed Containers that may be adopted subsequent to
the date of this Indenture;  (b)           perfect, publish notice of, and
protect the validity of the security interest in the Collateral created
pursuant to this Indenture;  (c)           enforce any of the items of the
Collateral;  (d)           preserve and defend its right, title
and interest to the Collateral and the rights of the Indenture Trustee in such
Collateral against the claims of all Persons (other than the Noteholders or any
Person claiming through the Noteholders); and  (e)           pay any and all taxes levied or
assessed upon all or any part of the Collateral, except such as are contested
in good faith and by appropriate proceedings or where the failure to effect
such payment is not adverse in any material respect to the Noteholders.  In
furtherance of clauses (b) and (c) above, the Issuer hereby agrees that if at
any time subsequent to a Closing Date there is a change in Applicable Law (or a
change in the interpretation of Applicable Law as in effect on such Closing
Date) which, in the reasonable judgment of the Requisite Global Majority, may
affect the perfection of the Indenture Trustees security interest in the
Collateral, then the Issuer shall, within thirty (30) days after request from
the Requisite Global Majority, furnish to the Indenture Trustee, the Transition
Agent, each Rating Agency and each Series Enhancer, an Opinion of Counsel
either (i) stating that, in the opinion of such counsel, such action has been
taken with respect to the recording, filing, recording and refiling of this
Indenture, any Supplements hereto and any other requisite documents, and with
respect to the filing of any financing statements and continuation statements,
as are necessary to maintain the Lien created by this Indenture and reciting
the details of such action, or (ii) stating that, in the opinion of such
counsel, no such action is necessary to maintain such Lien. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any Supplements hereto and any other requisite documents and
the execution and filing of any financing statements and continuation
statements that, in the opinion of such counsel, are required to maintain the
lien and security interest of this Indenture.  Section 605.           Performance
of Obligations.  (a)           Except as otherwise permitted by this
Indenture, the Management Agreement or the Contribution and Sale Agreement, the
Issuer will not take, or fail to take, any action, and will use its best
efforts not to permit any action to be taken by others, which would release any
Person from any of such Persons covenants or obligations under any agreement
or instrument included in the Collateral, or which would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such agreement or instrument; provided that, nothing in this Indenture shall prohibit the
Issuer, or the Manager on the Issuers behalf, from renegotiating, amending or
consenting to waivers to Leases in accordance with the terms of the Management
Agreement.  27


(b)           Nothing in this Indenture or any
Supplement shall be construed as requiring the consent of the Indenture
Trustee, any Series Enhancer or any Noteholder for the exercise by any Hedge
Counterparty of its rights to (i) terminate the related Hedge Agreement in
accordance with its terms in the event of any event of default or termination
event (however defined) under such Hedge Agreement, (ii) undertake any
permitted transfer under any Hedge Agreement, or (iii) reduce the notional
amount in accordance with the terms of any Hedge Agreement in the event of a
notional reduction event (however defined).  Section 606.           Negative
Covenants.  The Issuer will not,
without the prior written consent of the Requisite Global Majority:  (a)           at any time sell, transfer, exchange
or otherwise dispose of any of the Collateral, except as follows:  (i)            in
connection with a sale, conveyance or transfer pursuant to the provisions of
Section 612 or Section 816 hereof; or  (ii)           in
connection with a substitution or repurchase of Managed Containers as permitted
or required in accordance with the terms of the Contribution and Sale
Agreement; or  (iii)          sales
of Managed Containers (including any such sales resulting from the sell/repair
decision of the Manager) to unaffiliated third parties that are not Sanctioned
Persons, and to the extent that such sales are on terms and conditions that
would be obtained in an ordinary course, arms-length transaction, to Affiliates
regardless of the sales proceeds realized from such sales so long as an Asset
Base Deficiency is not then continuing or would result from such sale of
Managed Containers after giving effect to the application of the proceeds of
such sales; provided, however, that (x) after giving effect to
each such sale, the Issuer shall be in compliance with Section 628 hereof (and
the Issuer shall provide each Interest Rate Hedge Provider notice of any such
sale) and (y) if an Early Amortization Event has occurred and is continuing or
would result from any such sale (after giving effect to the application of the
proceeds thereof), no such sale may be made to an Affiliate under this clause
(iii) unless the net proceeds from such sale are greater than or equal to the
Adjusted Net Book Value of the Containers being sold; or  (iv)          if
an Asset Base Deficiency is then continuing or would result from such sale of
Managed Containers after giving effect to the application of the proceeds of
such sales, sales of Managed Containers (including any such sales resulting
from the sell/repair decision of the Manager) regardless of the sales proceeds
realized from such sales so long as (A) no Event of Default is then
continuing or would result from such sale, (B) any sales to Affiliates made
pursuant to this clause (iv) are made on terms and conditions that would
be obtained in an ordinary course, arms-length transaction and the net proceeds
from any such sale are greater than or equal to the Adjusted Net Book Value of
the Managed Containers being sold, (C) after giving effect to each such
sale, the Issuer shall be in compliance with Section 628 hereof (and the Issuer
shall provide each Interest Rate Hedge Provider notice of any such sale) and
(D) the aggregate sum of the Net Book Values of all Managed Containers that
were sold pursuant to this clause (iv) during the applicable Collection
Period and the three (3) immediately preceding Collection Periods for
proceeds which are less than the Adjusted Net Book Value of the Managed
Containers so sold does not exceed an amount equal to the product of
(x) five percent (5%) times (y) an amount equal to a quotient
(A) the numerator of which is equal to the sum of the aggregate Net Book
Value of all Managed Containers as of the last day of  28


each of the four (4) immediately preceding
Collection Periods and (B) the denominator of which is equal to four (4);
or  (v)           any
other sales of Managed Containers to Persons that are not Sanctioned Persons
which are not covered by the preceding clauses provided that each such sale
shall be specifically approved by (A) the Requisite Global Majority and (B) the
managers of the Issuer in accordance with the provisions of the Issuers
limited liability company agreement; or  (vi)          in
connection with a Casualty Loss.  Notwithstanding
the foregoing limitation of this Section 606(a), sales of Managed Containers
shall be permitted at such other times and in such other amounts as the
Indenture Trustee (acting at the direction of the Requisite Global Majority)
shall permit.  Notwithstanding
anything to the contrary, during the continuation of an Early Amortization
Event, the Issuer shall not sell all, or substantially all, of the Managed
Containers without the consent of the Requisite Global Majority and each Hedge
Counterparty if an Asset Base Deficiency shall have occurred and be continuing
or would result from such proposed sale after giving effect to the application
of the proceeds of such sales.  (b)           claim any credit on, make any
deduction from the principal, premium, if any, or interest payable in respect
of the Notes (other than amounts properly withheld from such payments under any
Applicable Law) or assert any claim against any present or former Noteholder by
reason of the payment of any taxes levied or assessed upon any of the
Collateral; or  (c)           release any item from the Collateral,
except as permitted pursuant to the terms of a Transaction Document.  Section 607.           Corporate
Separateness of the Issuer.  (a)           The Issuer shall (1) conduct its
business in its own name, (2) maintain its books and records separate from
those of any other Person, (3) not commingle its funds with any other Person
(except for any commingling of Collections which may occur prior to the
identification and segregation of such amounts in accordance with the terms of
the Management Agreement) and maintain its bank accounts separate from those of
any other Person, (4) maintain separate financial statements, showing its
assets and liabilities separate and apart from those of any other Person, (5)
hold itself out as a separate entity and (6) observe all other organizational
formalities.  (b)           Notwithstanding any provision of law
which otherwise empowers the Issuer, the Issuer shall not (1) hold itself out
as being liable for the debts of any other Person, (2) act other than in its
limited liability company name and through its duly authorized officers, managers
or agents, (3) enter into any transaction described in Section 610 (except
pursuant to this Indenture) other than trade payables and expense accruals
incurred in the ordinary course of its business, or (4) engage in any other
activity not contemplated by this Indenture or other Transaction Documents.  Section 608.           No
Bankruptcy Petition.  The Issuer
shall not (1) commence any Insolvency Proceeding seeking to have an order for
relief entered with respect to it, or seeking reorganization, arrangement, adjustment,
wind-up, liquidation, dissolution, composition or other relief with respect to
it or its debts, (2) seek appointment of a receiver, trustee, custodian or
other similar official for it or any part of its assets, (3) make a general
assignment for the benefit of creditors, or (4) take any action in
furtherance of, or consenting or acquiescing in, any of the foregoing.  29


Section 609.           Liens.  The Issuer shall not (i) permit any Lien
(except any Permitted Encumbrance) to be created on or extend to or otherwise
arise upon or burden the Collateral or any part thereof or any interest therein
or the Proceeds thereof, or (ii) permit the Lien of this Indenture not to
constitute a valid first priority perfected security interest in the Collateral
to the extent that such Lien can be perfected pursuant to Applicable Law.  Section 610.           Other
Debt.  The Issuer shall not contract
for, create, incur, assume or suffer to exist any Indebtedness of the Issuer
other than (i) the Notes issued pursuant to this Indenture or any Supplement,
(ii) any Management Fee, Manager Advances and all other amounts payable
pursuant to the provisions of the Management Agreement, (iii) any obligation
(including a deferred purchase price note and any normal warranty) arising in
connection with a purchase or sale of Containers permitted by the Transaction
Documents (as in effect as of the date hereof and as amended, restated or
otherwise modified after the date hereof in accordance with the terms thereof),
but only to the extent of the time limit contemplated by Section 3.01(ii)
of the Contribution and Sale Agreement, (iv) any Indebtedness (including
any Hedge Agreement) that is permitted or required pursuant to the terms of any
Transaction Document, and (v) trade payables and expense accruals incurred
in the ordinary course and which are incidental to the purposes permitted
pursuant to the Issuers organizational documents.  Section 611.           Guarantees,
Loans, Advances and Other Liabilities. 
Except for investments in Eligible Investments, the Issuer will not make
any loan, advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuring anothers payment or performance on
any obligation or capability of so doing, or otherwise), endorse (except for
the endorsement of checks for collection or deposit) or otherwise become
contingently liable, directly or indirectly, in connection with the
obligations, stock or dividends of, or own, purchase, repurchase or acquire (or
agree contingently to do so) any stock, obligations or securities of, or any
other interest in, or make any capital contribution to, any other Person.  However, the preceding sentence shall not
limit the terms of any Note Purchase Agreement or Enhancement Agreement or
prevent the execution, delivery and performance of any Note Purchase Agreement
or Enhancement Agreement by the Issuer.  Section 612.           Consolidation,
Merger and Sale of Assets.  (a) The
Issuer shall not consolidate with or merge with, or into, any other Person or
sell, convey, transfer or lease any of its assets, whether in a single
transaction or a series of transactions, to any Person except for (i) any such
sale, conveyance or transfer contemplated in this Indenture or any Supplement
or the Management Agreement and (ii) the leasing or sale of the Managed
Containers in accordance with the terms of the Management Agreement.  (b)           The obligations of the Issuer hereunder shall not be
assignable nor shall any Person succeed to the obligations of the Issuer
hereunder except in each case in accordance with the provisions of this
Indenture.  Section 613.           Other
Agreements; Amendment of Transaction Documents.  (a) 
The Issuer will not after the date of the issuance of any Notes enter
into, or become a party to, any agreements or instruments other than the
Transaction Documents and any other agreement(s) contemplated by the terms of
the Transaction Documents, including, without limitation, (i) any agreement(s)
for disposition of the Transferred Assets permitted by Sections 606, 804 or 816
hereof and (ii) any agreement(s) for the sale, repurchase, lease or re-lease of
a Managed Container made in accordance with the provisions of the Contribution
and Sale Agreement and the Management Agreement.  (b)           The Issuer will not amend, modify or
waive any provision of any Transaction Document, or give any approval or
consent or permission provided for therein, except in accordance with the
express terms of such Transaction Document.  30


Section 614.Charter Documents.  The
Issuer will not amend or modify (a) its certificate of formation or
(b) Section 4.1, 4.2, 8.3, 8.4, 12.1, 16.1, 16.2, 16.3 or 16.9 of its
limited liability company agreement without (i) the prior written consent
of the Requisite Global Majority and (ii) satisfaction of the Rating
Agency Condition.  Except as otherwise
provided in clause (b) above, the Issuer shall deliver written notice to
each Rating Agency of any amendment or modification to its limited liability
company agreement.  Section 615.Capital Expenditures.  The
Issuer will not make any expenditure (by long term or operating lease or
otherwise) for capital assets (both realty and personalty), except for
(a) acquisition of additional Managed Containers from the Seller in
accordance with the terms of the Contribution and Sale Agreement or (b) capital
improvements to the Managed Containers made in the ordinary course of its
business and in accordance with the terms of the Management Agreement.  Section 616.Permitted Activities; Compliance with
Organizational Documents.  The Issuer will not engage in
any activity or enter into any transaction except for those activities that are
specified in its organizational documents or that are contemplated by a
Transaction Document. The Issuer will observe all organizational and managerial
procedures required by its organizational documents and applicable law. The
Issuer shall (i) keep complete minutes of the meetings of the managers
and/or members of the Issuer and (ii) continuously maintain the
resolutions, agreements and other instruments underlying the transaction
contemplated by the Transaction Documents.  Section 617.Investment Company Act.  The
Issuer will conduct its operations in a manner which will not subject it to registration
as an investment company under the Investment Company Act of 1940, as
amended.  Section 618.Payments of Collateral.  If
the Issuer shall receive from any Person any payments with respect to the
Collateral (to the extent such Collateral has not been released from the Lien
of this Indenture), the Issuer shall receive such payment in trust for the
Indenture Trustee, as secured party hereunder, and subject to the Indenture
Trustees security interest and shall deposit such payment in the Trust Account
as required under this Indenture.  Section 619.Notices.  The Issuer
shall notify the Indenture Trustee, each Hedge Counterparty and each Series Enhancer
in writing of any of the following promptly, but in any event within seven (7) Business
Days upon an Authorized Officer learning of the occurrence thereof, describing
the same and, if applicable, the steps being taken by the Person(s) affected
with respect thereto:  (a)Default.  The occurrence of an Event of Default;  (b)Litigation.  The institution of any litigation,
arbitration proceeding or Proceeding before any Governmental Authority which
reasonably will be expected to result in a Material Adverse Change;  (c)Material Adverse Change.  The occurrence of a Material Adverse Change;
or  (d)Other Events.  The occurrence of an Early Amortization Event
or such other events that would, with the giving of notice or the passage of
time or both, constitute an Event of Default or an Early Amortization Event.  Section 620.Books and Records.  The
Issuer shall maintain complete and accurate books and records in which full and
correct entries in conformity with GAAP shall be made of all dealings and
transactions in relation to its business and activities. In connection with
each transfer of Transferred Assets to the Issuer, the Issuer shall report, or
cause to be reported, on its financial records the  31


transfer
of the Transferred Assets as a purchase or capital contribution (if applicable)
under GAAP. The Issuer will ensure that any consolidated financial statements
of TAL and TAL International Group note that Issuer is a bankruptcy remote
special purpose subsidiary established to obtain securitized financing.  Section 621.Subsidiaries.  The Issuer
shall not create any Subsidiaries.  Section 622.Investments.  The Issuer
shall not make or permit to exist any Investment in any Person except for
Investments in Eligible Investments made in accordance with the terms of this
Indenture.  Section 623.Use of Proceeds.  (a) The
Issuer shall use the proceeds of the Notes only for (i) the purchase of
Containers and Related Assets and (ii) other general company purposes
including the distribution of dividends, repayment of debt and paying costs
relating to the issuance of the Notes and any other purposes contemplated by Section 302.  (b)The Issuer shall not permit any proceeds of the Notes to be used, either
directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of purchasing or carrying any margin stock within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System, as
amended from time to time, and shall furnish to each Noteholder, upon its
request, a statement in conformity with the requirements of Regulation U.  Section 624.Asset Base Certificate.  The
Issuer shall prepare and deliver to the Indenture Trustee on or before each
Determination Date, an Asset Base Certificate as of the end of the immediately
preceding fiscal month of the Issuer.  Section 625.Financial Statements.  The
Issuer shall deliver to the Indenture Trustee the following financial
statements prepared in accordance with GAAP (subject to the limitations set
forth below):  (a) the quarterly
financial statements of the Issuer within sixty (60) days after the end of each
fiscal quarter ending on or after December 31, 2009; (b) annual
unaudited financial statements of the Issuer within one hundred and twenty
(120) days after the end of each fiscal year ending on or after December 31,
2009; (c) annual audited consolidated and unaudited consolidating
financial statements of TAL International Group and its consolidated
subsidiaries together with the report of its Independent Accountants, within (x) in
the event that TAL International Group shall not then have at least one class
of securities registered under the Exchange Act, one hundred fifty (150) days
after the end of each fiscal year ending on or after December 31, 2009, or
(y) in the event that TAL International Group shall then have at least one
class of securities registered under the Exchange Act, the earlier of (A) one
hundred fifty (150) days after the end of each fiscal year ending on or after
December 31, 2009, or (B) ten (10) days following TAL
International Groups filing of such annual audited consolidated financial
statements with the Securities and Exchange Commission; (d) beginning with
the fiscal year ending December 31, 2010, within one hundred fifty (150)
days after the end of each fiscal year of TAL International Group, a report
addressed to the manager of the Issuer, to the effect that such firm of
accountants has audited the books and records of TAL International Group, and
issued its report in connection with the audit report on the consolidated
financial statements of TAL International Group and specifying the results of
the application of such agreed upon procedures, as the Requisite Global
Majority shall reasonably agree from time to time, relating to the objectives
specified on Exhibit D to the Management Agreement; and (e) within
sixty (60) days after the close of the first three fiscal quarters in each
fiscal year of TAL International Group, the consolidated balance sheet of TAL
International Group and its consolidated subsidiaries as at the end of such
fiscal quarter, the related consolidated statements of income for such fiscal
quarter and cash flows for the elapsed portion of the fiscal year ended with
the last day of such fiscal quarter.  All
such financial statements shall be prepared in accordance with GAAP, subject to,
in the case of unaudited financial statements, the absence of footnotes, and in
the case of the quarterly financial statements, the absence of year-end
adjustments. In addition to the foregoing, within one hundred fifty (150) days
after the end of  32


each
fiscal year, the Issuer shall deliver to the Indenture Trustee, each Rating
Agency and each Series Enhancer an Officers Certificate certifying that,
as of the date of such certificate, there have been no changes in the name or
jurisdiction of formation of the Issuer. 
Delivery of such reports, information and documents to the Indenture
Trustee is for informational purposes only and the Indenture Trustees receipt
of such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Issuers compliance with any of its covenants hereunder (as to which the
Indenture Trustee is entitled to rely exclusively on Officers Certificates).  In the event such independent public
accountants require the Indenture Trustee to agree to the procedures to be
performed by such firm in any of the reports required to be prepared pursuant
to this Section 625 the Issuer or the Requisite Global Majority shall
direct the Indenture Trustee in writing to so agree; it being understood and
agreed that the Indenture Trustee will deliver such letter of agreement in
conclusive reliance upon the direction of the Issuer or the Requisite Global
Majority, as the case may be, and the Indenture Trustee has not made any
independent inquiry or investigation as to, and shall have no obligation or
liability in respect of, the sufficiency, validity or correctness of such
procedures.  Section 626.UNIDROIT Convention.  The
Issuer shall comply with the terms and provisions of the UNIDROIT Convention or
any other internationally recognized system for recording interests in or liens
against shipping containers at the time that such convention is adopted.  Section 627.Other Information.  For
so long as any of the Notes are restricted securities within the meaning of Rule 144(a)(3) under
the Securities Act and the Issuer is not subject to Section 13 or 15(d) of
the Exchange Act, the Issuer will, provide or cause to be provided to any
Noteholder and any prospective purchaser thereof designated by such a
Noteholder, upon the request of such Noteholder or prospective purchaser, the
information required to be provided to such Noteholder or prospective purchaser
by Rule 144A(d)(4) under the Securities Act.  Section 628.Hedging Requirement.  (a) 
On the date of the issuance of any Series of Notes bearing interest at a
floating rate (such as LIBOR), the Issuer will enter into, and maintain for so
long as any such Notes or other obligations under the Transaction Documents
remain unpaid, one or more Interest Rate Hedge Agreements with an aggregate
notional balance (x) equal to or exceeding the product of (i) seventy-five
percent (75%) and (ii) the aggregate outstanding principal balance of any
such Series of floating rate Notes (the amount described in this clause
(x), the Minimum Hedging Amount) and (y) less than or equal to the
product of (i) one hundred five percent (105%) and (ii) the aggregate
outstanding principal balance of any such Series of floating rate Notes
(the amount described in this clause (y), the Maximum Hedging Amount and,
collectively with the Minimum Hedging Amount, the Hedging Requirement).  (b)If the Issuer, or the Manager, on behalf of the Issuer, fails to comply
with the Hedging Requirement, the Requisite Global Majority shall have the
right, in its sole discretion and at the expense of the Issuer, upon thirty
(30) days notice, if necessary (as determined in the sole discretion of the
Requisite Global Majority), to direct the Indenture Trustee, to enter into,
maintain or terminate (in whole or in part), one or more Interest Rate Hedge
Agreements selected by the Requisite Global Majority (in its sole discretion)
on behalf of the Issuer such that, after giving effect to such action, the
Issuer will be in compliance with the Hedging Requirement. In the event the
Requisite Global Majority determines to direct the Indenture Trustee to enter
into, maintain or terminate (in whole or in part) an Interest Rate Hedge Agreement
on the Issuers behalf, the Requisite Global Majority shall promptly send a
copy of any such agreement to the Issuer and may provide the Indenture Trustee
and Manager on behalf of the Issuer with a written direction to deposit in the
Trust Account certain amounts to reimburse the Requisite Global Majority or a
third party for the costs of such Interest Rate Hedge Agreement.  (c)If at any time while the Notes are Outstanding an Interest Rate Hedge
Counterparty ceases to be an Eligible Interest Rate Hedge Counterparty, the
Issuer shall within sixty (60)  33


days after it obtains
knowledge of such event, either (i) replace the non-conforming Interest
Rate Hedge Counterparty with an Eligible Interest Rate Hedge Counterparty or (ii) require
the non-conforming Interest Rate Hedge Counterparty to deliver a letter of
credit or provide alternative credit support in order to support its
obligations under the Interest Rate Hedge Agreement, as the Issuer and such
non-conforming Interest Rate Hedge Counterparty may agree, subject to the
consent of the Requisite Global Majority and the prior written confirmation
that the Rating Agency Condition has been satisfied.  (d)All payments received from all such Interest Rate Hedge Agreements shall
be deposited directly into the Trust Account. 
Any amounts delivered by an Interest Rate Hedge Counterparty pursuant to
a Credit Support Annex to the Interest Rate Hedge Agreement shall be held in a
separate, segregated trust account subject to the terms of the Interest Rate
Hedge Agreement.  Section 629.Ownership of Issuer.  All
of the issued and outstanding membership interests in the Issuer shall be owned
by TAL or any of its Subsidiaries.  Section 630.[Intentionally Omitted]  Section 631.Tax Election of the Issuer.  The
Issuer will not elect or agree to elect to be treated as an association taxable
as a corporation for United States federal income tax or any State income or
franchise tax purposes.  Section 632.Rating Agency Notices. 
Subject to the application of applicable law, the Issuer shall promptly
deliver a copy of any written notice concerning the Issuers credit rating
received by it from any Rating Agency to the Indenture Trustee, each Hedge
Counterparty and each Series Enhancer.  Section 633.Compliance with Law.  The
Issuer shall comply with any applicable statute, license, rule or
regulation by which it or any of its properties may be bound if the failure to
comply would reasonably be expected to result in a Material Adverse Effect.  Section 634.OFAC.  The Issuer
shall not (i) in a manner which would violate the laws of the United
States, other than pursuant to a license issued by OFAC, lease, or consent to
any sublease of, any of the Containers to any Person that is a Sanctioned
Person or (ii) derive any of its assets or operating income from
investments in or transactions with any such Sanctioned Person.  If the Issuer obtains knowledge that a
container is subleased to a Sanctioned Person or located or used in a
Sanctioned Country in a manner which would violate the laws of the United
States (other than pursuant to a license issued by OFAC), then the Issuer
shall, within ten (10) Business Days after obtaining knowledge thereof,
remove such Container from the Asset Base for so long as such condition
continues.  ARTICLE VII  DISCHARGE
OF INDENTURE; PREPAYMENTS  Section 701.Full Discharge.  Upon
payment in full of all Outstanding Obligations, the Indenture Trustee shall
execute and deliver to the Issuer such deeds or other instruments as shall be
requisite to evidence the satisfaction and discharge of this Indenture and the
security hereby created with respect to each Series, and to release the Issuer
from its covenants contained in this Indenture and the related Supplement with
respect to each such Series.  In
connection with the satisfaction and discharge of this Indenture, the Indenture
Trustee shall be provided with, and shall be entitled to conclusively rely
upon, an Opinion of Counsel stating that all conditions precedent specified in
the Indenture to such satisfaction and discharge have been satisfied.  34


Section 702.Prepayment of Notes.  (a)Mandatory Prepayments.  Unless otherwise specified in a Supplement, the
Issuer shall be required to prepay the then unpaid principal balance of all, or
a portion of, one or more Series of Notes then Outstanding and all amounts
due under the related Hedge Agreements (including any termination payments) if,
on any Payment Date, an Asset Base Deficiency exists, and has not otherwise
been cured by such date through the acquisition of additional Eligible
Containers or otherwise.  Such Prepayment
(a Supplemental Principal Payment) shall be in the amount of such Asset Base
Deficiency and shall be paid in accordance with the priority of payments set
forth in Section 302 hereof. The calculations referred to herein shall be
evidenced by the Asset Base Certificate received by the Indenture Trustee on
any Determination Date.  On each Payment
Date, any Supplemental Principal Payment Amount then due and owing shall be
applied first to each Series of Warehouse Notes then Outstanding on a pro
rata basis, in proportion to the then unpaid principal balance of such
Warehouse Notes, until the principal balances of all Warehouse Notes have been
paid in full, and then to all Series of Term Notes then Outstanding on a
pro rata basis, in proportion to the then unpaid principal balance of each such
Series of Term Notes. 
Notwithstanding the foregoing, if sufficient funds are not available to
allow the Issuer to prepay the principal balance of the Warehouse Notes in an
amount equal to the Asset Base Deficiency on such Payment Date, then the amount
of any Supplemental Principal Payment Amount to be actually paid on such
Payment Date shall be allocated among all Series of Notes then Outstanding
(including the Term Notes) on a pro rata basis, in proportion to the then
unpaid principal balance of such Notes.  (b)Voluntary Prepayments.  So long as no Early Amortization Event is
then continuing, the Issuer may, from time to time, make an optional Prepayment
of principal of the Notes of a Series at the times, in the amounts and
subject to the conditions and limitations set forth in the Supplement for the Series of
Notes to be prepaid, and all amounts due under the Hedge Agreements (including
any termination payments).  If an Early
Amortization Event is then continuing, all optional Prepayments made in
accordance with the provisions of this Section 702(b) shall be
applied in accordance with the applicable provisions of Section 302
hereof.  The Issuer shall promptly
confirm any telephonic notice of prepayment in writing.  Any optional Prepayment of principal made by
the Issuer pursuant to this Section 702(b) shall also include accrued
interest to the date of the prepayment on the amount being prepaid.  Any optional Prepayment made pursuant to the
provisions of this Section 702(b) shall be accomplished by a deposit
of funds directly into the Trust Account and, unless otherwise specified in the
Supplement for any Series of Notes then Outstanding, may be applied by the
Issuer to reduce the unpaid principal balance of one or more Series of
Notes then Outstanding, such Series to be selected in the sole discretion
of the Issuer.  Notice of any voluntary
prepayment of a Series of Term Notes to be made by the Issuer pursuant to
the provisions of this Section 702(b) shall be given by the Issuer to
the Indenture Trustee and, if applicable, the Noteholders of the Series of
Notes to be prepaid, not later than the third (3rd) Business Day (or such
longer period of time as specified in the related Supplement for a Series)
prior to the date of such prepayment and not earlier than the Payment Date
immediately preceding the date of such Prepayment.  (c)Adjustment of Prospective Minimum Principal Payment Amounts and Scheduled
Principal Payment Amounts.  In the event that the Issuer makes a
Prepayment of less than all of the aggregate unpaid principal balance of any Series of
Term Notes in accordance with the provisions of Section 702(a) or Section 702(b),
then the Issuer shall promptly (but in any event within five (5) Business
Days after the date on which such Prepayment is made) thereafter recalculate
the Minimum Principal Payment Amount and Scheduled Principal Payment Amount for
each future Payment Date such that, after giving effect to such adjustment, the
Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts for
all subsequent Payment Dates for such Series of Term Notes shall be
reduced by an amount equal to the quotient of (i) the aggregate amount of
the Prepayment actually received by the Noteholders of such Series divided
by (ii) the number of remaining Payment Dates to and including, (A) the
Legal Final Maturity Date (with respect to the Minimum Principal Payment
Amount) or (B) the  35


Expected Final Maturity
Date (with respect to the Scheduled Principal Payment Amount), for such Series of
Notes.  Section 703.Unclaimed Funds.  In the
event that any amount due to any Noteholder remains unclaimed, the Issuer
shall, at its expense, cause to be published once, in the eastern edition of
The Wall Street Journal, notice that such money remains unclaimed. Any such
unclaimed amounts shall not be invested by the Indenture Trustee
(notwithstanding the provisions of Section 303 hereof) and no additional
interest shall accrue on the related Note subsequent to the date on which such
funds were first available for distribution to such Noteholder. Any such
unclaimed amounts shall be held by the Indenture Trustee in trust until the
latest of (i) two (2) years after the date of the publication
described in the second preceding sentence, (ii) the date all other
Noteholders of such Series shall have received full payment of all
principal, interest, premium, if any, and other sums payable to them on such
Notes or the Indenture Trustee shall hold (and shall have notified the
Noteholders that it holds) in trust for that purpose an amount sufficient to
make full payment thereof when due and (iii) the date the Issuer shall
have fully performed and observed all its covenants and obligations contained
in this Indenture and the related Supplement with respect to such Series of
Notes.  Thereafter, any such unclaimed
amounts shall be paid to the Issuer by the Indenture Trustee on written demand;
and thereupon each of the Indenture Trustee and the Issuer shall be released
from all further liability with respect to such monies, and thereafter the Noteholders
in respect of which such monies were so paid to the Issuer shall have no rights
in respect thereof; provided,
that if such money or any portion thereof that would be paid to the Issuer had
been previously deposited by the Series Enhancer of such Series with
the Indenture Trustee for the payment of principal or interest on the Notes of
such Series, to the extent any amounts are owing to such Series Enhancer,
such amounts shall be paid promptly to such Series Enhancer.  ARTICLE VIII  DEFAULT
PROVISIONS AND REMEDIES  Section 801.Event of Default.  Event
of Default, wherever used herein with respect to any Series of Notes,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any Governmental Authority):  (1)the occurrence of the events set forth in clause (A), clause (B) or
clause (C) at the times set forth therein;  (A)default in (x) the
payment on any Payment Date of any interest payment then due and payable on any
Series of Notes , any scheduled payment due by the Issuer on any Interest
Rate Hedge Agreement then in effect and the continuation of such default for
more than three (3) Business Days, or (y) the payment on the Legal
Final Maturity Date of any Series of Notes of the then unpaid principal
balance of such Series of Notes;  (B)default in the
payment of (x) any Indenture Trustees Fees then due and payable or (y) a
Premium or other amounts due and owing to any Series Enhancer, and the
continuation of such default contemplated by clause (x) or clause (y) of
this clause (B) for more than five (5) Business Days after the
amounts in such clause (x) or clause (y) shall have become
due and payable in accordance with the terms of such Notes, this Indenture
and/or the related Supplement;  36


(C)default in the
payment of other amounts not dealt with in clauses (A) or (B) above
owing to the Noteholders of any Series and the continuation of such
default for more than thirty (30) days after the same shall have become
due and payable in accordance with the terms of such Notes, this Indenture and
the related Supplement;  (2)default in the observation or performance of any covenant of the Issuer
set forth in Sections 608, 612 or 621 hereof which breach materially and
adversely affects the interest of any Noteholder or Series Enhancer (if
such Series Enhancer is then the Control Party for a Series of
Outstanding Notes or shall have made an unreimbursed payment on its Enhancement
Agreement);  (3)the occurrence of the events set forth in clause (A) or (B) at
the times set forth therein:  (A)default in the
observation or performance of any covenant of the Issuer set forth in Sections
606, 607, 609, 610, 611, 613(a), 616 or 622 hereof which breach materially and
adversely affects the interest of any Noteholder or Series Enhancer (if
such Series Enhancer is then the Control Party for a Series of
Outstanding Notes or shall have made an unreimbursed payment on its Enhancement
Agreement), and, if curable, continues unremedied for fifteen (15) days after
the earlier of the date (x) on which there has been given to the Issuer,
by the Indenture Trustee, any Series Enhancer or any Noteholder, a written
notice specifying such default or breach and requiring it to be remedied and (y) any
authorized officer of the Issuer or any Authorized Officer of the Manager shall
have knowledge of such default or breach;  (B)default in any
material respect in the observation or performance of any covenant of the
Issuer set forth in Sections 619(a) or 619(d) and the continuation of
such default for three (3) Business Days;  (4)the occurrence of the events set forth in clause (A), (B) or (C) at
the times set forth herein:  (A)default in the
observation or performance of any covenant of the Issuer set forth in Sections
602, 614, 615 or 623(b) hereof, which breach if curable, continues for
thirty (30) days after the earlier of the date (x) on which there has been
given to the Issuer, by the Indenture Trustee, any Series Enhancer or any
Noteholder, a written notice specifying such default or breach and requiring it
to be remedied and (y) on which any authorized officer of the Issuer or
any Authorized Officer of the Manager shall have knowledge of such default or
breach, and which breach materially and adversely affects the interests of any
Noteholder or any Series Enhancer (if such Series Enhancer is then
the Control Party for a Series of Outstanding Notes or shall have made an
unreimbursed payment on its Policy);  (B)default in any
material respect in the observation or performance of any covenant of the
Issuer set forth in Sections 613(b), 624 or 632 and, if curable, which
continues for fifteen (15) days after the earlier of the date (x) on which
there has been given to the Issuer, by the Indenture Trustee, any Series Enhancer
or any Noteholder, a written notice specifying such default or breach and
requiring it to be remedied and (y) on which any authorized officer of the
Issuer  37


or any Authorized Officer of
the Manager shall have knowledge of such default or breach;  (C)default in any
material respect in the observation or performance of any covenant of the
Issuer to deliver financial statements and reports set forth in the first
sentence of Section 625 and the continuation of such default for fifteen
(15) days after the earlier of the date (x) on which there has been given
to the Issuer, by the Indenture Trustee, any Series Enhancer or any
Noteholder, a written notice specifying such default or breach and requiring it
to be remedied and (y) on which any authorized officer of the Issuer or
any Authorized Officer of the Manager shall have knowledge of such default or
breach; provided, however,
that (w) if the reason for such default is primarily attributable to
changes in accounting principles or interpretations or the application of the
same, (x) such changes are not related to the assets of the Issuer, and (y) no
Manager Default then exists under Sections 9.1.9 through 9.1.12 of the
Management Agreement, and (z) if the Issuer is diligently attempting to
effect such cure at the end of the thirty (30) day period, then the Issuer
shall be entitled to an additional thirty (30) day period to complete such
cure; provided further, that such default
shall not constitute an Event of Default unless such failure materially and
adversely affects the interests of any Noteholder or any Series Enhancer
(if such Series Enhancer is then the Control Party for a Series of
Outstanding Notes or shall have made an unreimbursed payment on its Policy);  (5)default in the performance, or breach, in any material respect, of (a) any
covenant of the Issuer in this Indenture or any other Transaction Document
(other than a covenant or agreement a breach of which or default in the
performance of which is specifically dealt with elsewhere in this
Section 801), which materially and adversely affects the interests of any
Noteholder or any Series Enhancer (if such Series Enhancer is then
the Control Party for a Series of Outstanding Notes or shall have made an
unreimbursed payment on its Policy), and which breach, if curable, continues
for thirty (30) days after the earlier of the date (x) on which there has
been given to the Issuer, by the Indenture Trustee, any Series Enhancer or
any Noteholder, a written notice specifying such default or breach and
requiring it to be remedied and (y) on which any authorized officer of the
Issuer or any Authorized Officer of the Manager shall have knowledge of such
default or breach, provided, however,
that if the Issuer is diligently attempting to effect such cure at the end of
such thirty (30) day period, the Issuer shall be entitled to an additional
thirty (30) day period in which to complete such cure; or (b) any
representation or warranty of the Issuer made in any of the Transaction
Documents or in any certificate or other writing delivered pursuant hereto or
thereto or in connection herewith with respect to or affecting any Outstanding
Notes shall prove to be inaccurate in any respect which materially and
adversely affects the interests of any Noteholder or any Series Enhancer
(if such Series Enhancer is then the Control Party for a Series of
Outstanding Notes or shall have made an unreimbursed payment on its Enhancement
Agreement) as of the time when the same shall have been made, and such
inaccuracy, if curable, continues for thirty (30) days after the date on which
there has been given to the Issuer by the Indenture Trustee, or to the Issuer
and the Indenture Trustee by any Series Enhancer or any Noteholders, a
written notice specifying such inaccuracy and requiring it to be remedied, provided, however, that if such inaccuracy
is capable of cure and the Issuer is diligently attempting to effect such cure
at the  38


end
of such thirty (30) day period, the Issuer shall be entitled to an additional
thirty (30) day period in which to complete such cure;  (6)an involuntary case is commenced under the Bankruptcy Code against the
Issuer and the petition is not controverted within 10 days, or is not dismissed
within sixty (60) days, after commencement of the case, or a decree or order
for relief by a court having jurisdiction in respect of the Issuer is entered
appointing a receiver, liquidator, assignee, custodian, trustee, or
sequestrator (or other similar official) for the Issuer or for any substantial
part of its properties, or ordering the winding up or liquidation of its
affairs, and the continuance of any such decree or order unstayed and in effect
for a period of sixty (60) consecutive days;  (7)the commencement by the Issuer of a voluntary case under any applicable
Insolvency Law, or other similar law now or hereafter in effect, or the consent
by the Issuer to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee or sequestrator (or other similar
official) of the Issuer, or any substantial part of its properties, or the
making by the Issuer of any general assignment for the benefit of creditors, or
the failure by the Issuer generally to pay its debts as they become due, or the
taking of corporate action by the Issuer in furtherance of any such action;  (8)the Aggregate Note Principal Balance shall exceed the Asset Base and
such condition continues for thirty (30) days without being cured or waived by
each Control Party;  (9)the occurrence of a contribution failure with respect to a Plan
maintained by Issuer or an ERISA Affiliate of the Issuer, which contribution
failure is sufficient to give rise to a lien under Section 302(f) of
ERISA; or  (10)the Indenture Trustee shall fail to have a first priority perfected
security interest under the laws of the United States in any material portion
of the Collateral (other than as a result of a Permitted Encumbrance) and such
condition continues for fifteen (15) days without being cured or waived by each
Control Party unless such failure to have a first priority perfected security
interest is due to any act or omission of the Indenture Trustee or the
Noteholders;  (11)the Issuer is required to register as an investment company under the
Investment Company Act of 1940, as amended;  (12)the rendering against the Issuer of a final, non-appealable judgment,
decree or order for the payment of money in excess of One Million Dollars
($1,000,000), (to the extent not paid when due or covered by a reputable and
solvent insurance company, with any portion of such judgment, decree or order
not so paid or not so covered, as applicable, to be included in the
determination of the dollar amount specified in this clause (12)) which
judgment, decree or order results in a claim that would entitle the claimholder
to petition for the involuntary bankruptcy of the Issuer under the Bankruptcy
Code, and the continuance of such judgment, decree or order for a period of 60
consecutive days;  (13)all of the following shall have occurred:  (A) a Manager Default shall have
occurred and be continuing, (B) the Requisite Global Majority shall have
delivered the Manager Termination Notice to the Manager in accordance with the  39


terms
of the Management Agreement, (C) the Indenture Trustee (at the direction
of the Requisite Global Majority) shall have directed the Issuer to appoint a
replacement Manager, and (D) a replacement Manager has not assumed the
duties of the terminated Manager within ninety (90) days measured from the date
of such Manager Termination Notice due to the failure of the Manager to
reasonably cooperate in the transition of the replacement Manager; or  (14)the occurrence of any event or condition specified as an Event of Default
in a Supplement.  The
occurrence of an Event of Default with respect to one Series of Notes,
except to the extent waived by the related Control Party for such Series of
Notes, shall constitute an Event of Default with respect to all other Series of
Notes then Outstanding unless the related Supplement with respect to each such Series of
Notes shall specifically provide to the contrary.  Section 802.Acceleration of Stated Maturity; Rescission
and Annulment.  (a)  Upon the occurrence of an Event of
Default of the type described in paragraph (6) or (7) of Section 801,
the unpaid principal balance of, and accrued interest on, all Series of
Notes, together with all other amounts then due and owing to the Noteholders,
each Series Enhancer and each Hedge Counterparty, shall become immediately
due and payable without further action by any Person. Except as set forth in
the immediately preceding sentence, if an Event of Default under Section 801
occurs and is continuing, then and in every such case the Indenture Trustee
shall at the direction of the Requisite Global Majority declare the principal
of and accrued interest on all Notes of all Series then Outstanding to be
due and payable immediately, by a notice in writing to the Issuer and to the
Indenture Trustee given by the Requisite Global Majority, and upon any such
declaration such principal and accrued interest shall become immediately due
and payable.  (b)At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Indenture Trustee as hereinafter in this Article provided, the
Requisite Global Majority, in its sole discretion, by written notice to the
Issuer and the Indenture Trustee, may rescind and annul such declaration and
its consequences if:  (i)the Issuer has paid or deposited with the
Indenture Trustee a sum sufficient to pay:  (A)all of the
installments of interest and, if the Legal Final Maturity Date has occurred
with respect to any Series, principal of all Notes of such Series, in each case
to the extent such amounts were overdue prior to the date of such acceleration;  (B)to the extent
that payment of such interest is lawful, interest at the Default Rate on the
amounts set forth in clause (A) above;  (C)all unpaid
Indenture Trustees Fees, indemnified amounts and sums paid or advanced by the
Indenture Trustee hereunder or by the Manager and the reasonable and documented
compensation, out-of-pocket expenses, disbursements and advances of the
Indenture Trustee, its agents and counsel incurred in connection with the
enforcement of this Indenture;  (D)all amounts due
to each Series Enhancer; and  40


(E)all payments
due and payable under any Hedge Agreement, together with interest thereon in
accordance with the terms thereof; and  (ii)all Events of Default, other than the
nonpayment of the principal of or interest on Notes which have become due solely
by such declaration of acceleration, have been cured or waived as provided in Section 813
hereof.  No
such rescission with respect to any Event of Default shall affect any
subsequent Event of Default or impair any right consequent thereon, nor shall
any such rescission affect any Hedge Agreement which has been terminated in
accordance with its terms.  Section 803.Collection of Indebtedness.  The
Issuer covenants that, if an Event of Default occurs and is continuing and a
declaration of acceleration has been made under Section 802 and not
rescinded, the Issuer will, upon demand of the Indenture Trustee, pay to the
Indenture Trustee, for the benefit of the Noteholders of all Series then
Outstanding, all Hedge Counterparties and all Series Enhancers, an amount
equal to the whole amount then due and payable on all Series of Notes for
principal and interest, with interest upon the overdue principal and, to the
extent that payment of such interest shall be legally enforceable, upon overdue
installments of interest, at the Default Rate payable with respect to each such
Note and, in addition thereto, such further amount as shall be sufficient to
cover all other Outstanding Obligations, the costs and out-of-pocket expenses
of collection, including the reasonable and documented compensation, expenses,
disbursements and advances of the Indenture Trustee and the Requisite Global
Majority, their respective agents and counsel incurred in connection with the
enforcement of this Indenture.  Section 804.Remedies.  If an Event
of Default occurs and is continuing, the Indenture Trustee, by such officer or
agent as it may appoint, shall notify each Noteholder, each Hedge Counterparty,
the Transition Agent, each Series Enhancer and the applicable Rating
Agencies, if any, of such Event of Default. 
So long as an Event of Default is continuing or at any time after a
declaration of acceleration has been made, the Indenture Trustee shall if
instructed by the Requisite Global Majority:  (i)institute any Proceedings, in its own name and
as trustee of an express trust, for the collection of all amounts then due and
payable on the Notes of all Series under this Indenture or the related
Supplement with respect thereto, whether by declaration or otherwise, enforce
any judgment obtained, and collect from the Collateral and any other assets of
the Issuer any monies adjudged due;  (ii)subject to the quiet enjoyment rights of any
lessee of a Managed Container, sell (including any sale made in accordance with
Section 816 hereof), hold or lease the Collateral or any portion thereof
or rights or interest therein, at one or more public or private transactions
conducted in any manner permitted by law;  (iii)institute any Proceedings from time to time
for the complete or partial foreclosure of the Lien created by this Indenture
with respect to the Collateral;  (iv)institute such other appropriate Proceedings
to protect and enforce any other rights, whether for the specific enforcement
of any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy;  (v)exercise any remedies of a secured party under
the Uniform Commercial Code or any applicable law and take any other
appropriate action to protect and enforce the rights and remedies of the
Indenture Trustee or the Noteholders hereunder; and  41


(vi)appoint a receiver or a manager over the
Issuer or its assets.  Section 805.Indenture Trustee May Enforce Claims
Without Possession of Notes.  (a)In all Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all of the Noteholders, and it shall not be necessary to make
any Noteholder a party to any such Proceedings.  (b)All rights of action and claims under this Indenture, the related
Supplement or any of the Notes may be prosecuted and enforced by the Indenture
Trustee without the possession of such Notes or the production thereof in any
Proceeding relating thereto, and any such Proceeding instituted by the
Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery whether by judgment, settlement or otherwise shall,
after provision for the payment of the reasonable compensation, expenses, and
disbursements incurred and advances made, by the Indenture Trustee, its agents
and counsel, be for the ratable benefit of the Noteholders of the Notes,
subject to the subordination of payments among Classes of a particular Series as
set forth in the related Supplement for such Series.  Section 806.Allocation of Money Collected.  If
the Notes of all Series have been declared due and payable following an
Event of Default and such declaration and its consequences have not been
rescinded or annulled, any money collected by the Indenture Trustee pursuant to
this Article or otherwise and any other monies that may be held or
thereafter received by the Indenture Trustee as security for such Notes and the
obligations secured hereby shall be applied, to the extent permitted by law, in
the following order, at the date or dates fixed by the Indenture Trustee by
wire transfer of immediately available funds:  (1)To the Indenture Trustee, an amount equal to the sum of (A) all
the Indenture Trustees Fees then due and payable for all Series then
Outstanding (provided, that such
amounts shall not exceed Seventy-Five Thousand Dollars ($75,000) per annum
without the prior approval of the Requisite Global Majority (not to be
unreasonably withheld)) and (B) any amounts payable to the Indenture
Trustee in accordance with the provisions of Section 403(e) hereof;  (2)To the Director Services Provider in the amount of any unpaid fees (to
the extent not previously paid) owing pursuant to the Director Services
Agreement (not to exceed $25,000 per annum)  (3)To the Manager, an amount equal to the sum of: (i) the Management
Fee then due and payable, (ii) the amount of any Management Fee Arrearage,
and (iii) any Excess Deposit then due and payable, but in each case only
to the extent not previously withheld by the Manager in accordance with the
terms of the Transaction Documents;  (4)To the Manager, reimbursement for any Manager Advances;  (5)To each of the following on a pro
rata basis: (i) To the Transition Agent, any Transition Agent
Fees then due and payable (not to exceed $6,000 per annum) and the payment of
(or reimbursement for) any out-of-pocket expenses incurred by the Transition
Agent related to the actual transfer from the Manager to a Back-up Manager and (ii) To
the Back-up Manager, any Back-up Manager Fees then due and payable;  42


(6)To the Persons entitled thereto: 
(i) any auditing, accounting and related fees then due and payable
which are classified as an Issuer Expense and (ii) any other Issuer
Expenses then due and payable, so long as the aggregate amount paid pursuant to
this clause (6) in any calendar year would not exceed Five Hundred
Thousand Dollars ($500,000);  (7)To each Series Enhancer, pro rata based on the amount of Premiums
then due and payable, the amount of any Premium then due and payable pursuant
to the terms of each applicable Enhancement Agreement;  (8)To each Hedge Counterparty, the amount of any scheduled payments (but
excluding termination payments) then due and payable pursuant to the terms of
any Hedge Agreement then in effect.  (9)To each Series Account for each Series of Notes then
Outstanding, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds do not
exist to pay in full all such Priority Payments, such amounts shall be
allocated among all Series of Notes in the same proportion as the ratio of
(x) the Priority Payments of a particular Series of Notes then
Outstanding on such Payment Date to (y) the sum of the Priority Payments
for all Series of Notes then Outstanding on such Payment Date;  (10)To each of the following on a pro
rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid
payments then due and payable (including termination payments but excluding (x) any
payments made pursuant to clause (8) above and (y) termination
payments resulting from an Event of Default or a Termination Event (other
than Illegality and Tax Event) (each as defined in the related Hedge
Agreement) where the related Hedge Counterparty is the Defaulting Party or
sole Affected Party (each as defined in the related Hedge Agreement))
pursuant to the terms of any Hedge Agreement then in effect, and (ii) to
each Series of Notes then Outstanding, pro
rata based on unpaid principal amounts, until all Series of
Notes have been paid in full;  (11)To the Noteholders and any Series Enhancer, interest payments on
the Notes and Default Fees not paid pursuant to clause (9) above and any
Indemnity Amounts or other amounts then due and payable;  (12)To each of the following on a pro
rata basis: (i) To the Transition Agent, any amounts then due
and payable thereto and (ii) To the Back-up Manager, any amounts then due
and payable thereto, in each case in accordance with the Transaction Documents
and after giving effect to the payment made pursuant to clause (5) above;  (13)To the Indenture Trustee, any Indenture Trustees Fees then due and
payable, after giving effect to the payment made pursuant to clause (1) above;  (14)To the Director Services Provider in the amount of any unpaid
Indemnified Amounts (as defined in the Director Services Agreement) owing
pursuant to the Director Services Agreement;  (15)To each Hedge Counterparty, on a pro
rata basis, the amount of any unpaid payments then due and payable
(including termination payments resulting from  43


an
Event of Default or a Termination Event (other than Illegality and Tax
Event), each as defined in the related Hedge Agreement, where the related
Hedge Counterparty is the Defaulting Party or sole Affected Party (each as
defined in the related Hedge Agreement), but excluding any payments made
pursuant to clause (8) or (10) above) pursuant to the terms of any
Hedge Agreement then in effect;  (16)To each of the following on a pro
rata basis: (i) to the Issuer, the amount of any indemnity
payments payable to the officers, directors and/or managers of the Issuer
required to be made by the Issuer, and (ii) to the Manager, the amount of
any officer and director indemnity payments required to be made by the Manager;  (17)To the Issuer, any remaining monies which may, any provision in the
Transaction Documents to the contrary notwithstanding, be used by the Issuer
for any purpose, including, without limitation, general corporate purposes, the
distribution of dividends, repayment of debt, paying fees and expenses or any
other purpose in the sole discretion of the Issuer.  Section 807.Limitation on Suits. 
Except to the extent provided in Section 808 hereof, no Noteholder
shall have the right to institute any Proceeding, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:  (i)such Noteholder has previously given written
notice to the Indenture Trustee of a continuing Event of Default;  (ii)the Requisite Global Majority shall have made
written request to the Indenture Trustee to institute Proceedings in respect of
such Event of Default in its own name as Indenture Trustee hereunder;  (iii)such Noteholder or Noteholders have offered to
the Indenture Trustee reasonable security or indemnity satisfactory to it
against the costs, expenses and liabilities to be incurred in compliance with
such request;  (iv)the Indenture Trustee has, for thirty (30)
days after its receipt by a Responsible Officer of such notice, request and
offer of security or indemnity, failed to institute any such Proceeding; and  (v)no direction inconsistent with such written
request has been given to the Indenture Trustee during such thirty (30) day
period by the Requisite Global Majority;  it
being understood and intended that no one or more Noteholders shall have any
right in any manner whatsoever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Noteholder, or to obtain or to seek to obtain priority or preference over any
other Noteholder (except to the extent provided in the related Supplement) or
to enforce any right under this Indenture, except in the manner herein provided
and for the benefit of all Noteholders.  Section 808.Unconditional Right of Noteholders to Receive
Principal, Interest and Commitment Fees. 
Notwithstanding any other provision of this Indenture, each Noteholder
shall have the right, which is absolute and unconditional, to receive payment
of the principal of, interest on and commitment fees in respect of such Note as
such principal, interest and commitment fees become due and payable in
accordance with the provisions of this Indenture and the related Supplement and
to institute  44


any
Proceeding for the enforcement of such payment, and such rights shall not be
impaired without the consent of such Noteholder.  Section 809.Restoration of Rights and Remedies.  If
the Indenture Trustee, any Series Enhancer or any Noteholder has
instituted any Proceeding to enforce any right or remedy under this Indenture
or the related Supplement and such Proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Indenture
Trustee, such Series Enhancer or to such Noteholder, then and in every
such case, subject to any determination in such Proceeding, the Issuer, the
Indenture Trustee, such Series Enhancer and the Noteholders shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Indenture Trustee, such Series Enhancer
and the Noteholders shall continue as though no such Proceeding had been
instituted.  Section 810.Rights and Remedies Cumulative.  No
right or remedy conferred upon or reserved to the Indenture Trustee, any Series Enhancer,
any Hedge Counterparty or to the Noteholders pursuant to this Indenture or any
Supplement is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.  Section 811.Delay or Omission Not Waiver.  No
delay or omission of the Indenture Trustee, of any Series Enhancer, of any
Hedge Counterparty or of any Noteholder to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Indenture
Trustee, any Hedge Counterparty, any Series Enhancer or to the Noteholders
may be exercised from time to time, and as often as may be deemed expedient, by
the Indenture Trustee, by any Series Enhancer, by any Hedge Counterparty
or by the Noteholders, as the case may be.  Section 812.Control by Requisite Global Majority.  (a)Upon the occurrence of an Event of Default, the Requisite Global Majority
shall have the right to direct the time, method and place of conducting any
Proceeding for any remedy available to the Indenture Trustee or exercising any
trust or power conferred on the Indenture Trustee, provided that (i) such
direction shall not be in conflict with any rule of law or with this
Indenture, including, without limitation, Section 804 hereof and (ii) the
Indenture Trustee may take any other action deemed proper by the Indenture
Trustee which is not inconsistent with such direction.  (b)Notwithstanding the grant of a security interest to secure the
Outstanding Obligations owing to the Indenture Trustee, for the benefit of the
Noteholders, each Series Enhancer and each Hedge Counterparty, all rights
to direct actions or to exercise rights or remedies under this Indenture or the
UCC (including these set forth in Section 804 hereof) shall be vested
solely in the Requisite Global Majority and, by accepting the benefits of this
Indenture, each Noteholder and Hedge Counterparty acknowledges such statement; provided, however,
that nothing contained in this paragraph shall constitute a modification of Section 808,
Section 813(b) or Section 816(d) hereof.  Section 813.Waiver of Past Defaults.  (a) 
The Requisite Global Majority may, on behalf of all Noteholders of all Series,
waive any past Event of Default and its consequences, except an Event of
Default:  (i)in the payment of (x) the principal
balance of any Note on the Legal Final Maturity Date of such Note, (y) interest
on any Note of any Series on any Payment Date, or (z) commitment fees
in respect of any Note of any Series on any Payment Date,  45


all of which defaults can be waived solely by the
affected Noteholders and affected Series Enhancers; or  (ii)in respect of a covenant or provision hereof
which cannot be modified or amended without the consent of all of the
Noteholders and Series Enhancers, as applicable, affected thereby pursuant
to Section 1002 of this Indenture.  (b)Upon any such waiver, such Event of Default shall cease to exist and
shall be deemed to have been cured and not to have occurred for every purpose
of this Indenture; provided, however,
that no such waiver shall extend to (i) any subsequent or other Event of
Default or impair any right consequent thereon or (ii) affect any Hedge
Agreement which has been terminated in accordance with its terms.  Section 814.Undertaking for Costs.  All
parties to this Indenture agree, and each Noteholder by acceptance of a Note
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Indenture Trustee for any action taken, suffered or
omitted by it as the Indenture Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys
fees and expenses, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party
litigant; provided, however, that
the provisions of this Section shall not apply to any suit instituted by
the Indenture Trustee, to any suit instituted by any Noteholder, or group of
Noteholders, holding in the aggregate more than ten percent (10%) of the
aggregate principal balance of the Notes of all Series then Outstanding,
or to any suit instituted by any Noteholder for the enforcement of the payment
of the principal of or interest on any Note on or after the Legal Final
Maturity Date of such Note.  Section 815.Waiver of Stay or Extension Laws.  The
Issuer covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Issuer (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Indenture Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.  Section 816.Sale of Collateral.  (a)The power to effect any sale (a Sale) of any portion of the Collateral
pursuant to Section 804 hereof shall not be exhausted by any one or more
Sales as to any portion of the Collateral remaining unsold, but shall continue
unimpaired until the entire Collateral shall have been sold or all Outstanding
Obligations shall have been paid in full. The Indenture Trustee at the
direction of the Requisite Global Majority may from time to time postpone any
Sale by public announcement made at the time and place of such Sale.  (b)Upon any Sale, whether made under the power of sale hereby given or under
judgment, order or decree in any Proceeding for the foreclosure or involving
the enforcement of this Indenture:  (i) the
Indenture Trustee, at the written direction of the Requisite Global Majority,
may bid for and purchase the property being sold, and upon compliance with the
terms of such Sale may hold, retain and possess and dispose of such property in
accordance with the terms of this Indenture; and (ii) the receipt of the
Indenture Trustee or of any officer thereof making such Sale shall be a
sufficient discharge to the purchaser or purchasers at such Sale for its or
their purchase money, and such purchaser or purchasers, and its or their
assigns or personal representatives, shall not, after paying such purchase  46


money and receiving such
receipt of the Indenture Trustee or of such officer therefor, be obliged to see
to the application of such purchase money or be in any way answerable for any
loss, misappropriation or non-application thereof.  (c)The Indenture Trustee shall execute and deliver an appropriate instrument
of conveyance provided to it transferring its interest in any portion of the
Collateral in connection with a Sale thereof. In addition, the Indenture
Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the
Issuer to transfer and convey its interest (subject to lessees rights of quiet
enjoyment) in any portion of the Collateral in connection with a Sale thereof,
and to take all action necessary to effect such Sale. No purchaser or
transferee at such a Sale shall be bound to ascertain the Indenture Trustees
authority, inquire into the satisfaction of any conditions precedent or see to
the application of any monies.  (d)The Indenture Trustee acknowledges that its right to sell, transfer or
otherwise convey any Hedge Agreement or any transaction outstanding thereunder,
or to exercise foreclosure rights with respect thereto shall be subject to
compliance with the provisions of the applicable Hedge Agreement.  Section 817.Action on Notes.  The
Indenture Trustees right to seek and recover judgment on the Notes or under
this Indenture or any Supplement shall not be affected by the seeking,
obtaining or application of any other relief under or with respect to this
Indenture or any Supplement. Neither the Lien of this Indenture nor any rights
or remedies of the Indenture Trustee, any Series Enhancer, any Hedge
Counterparty or the Noteholders shall be impaired by the recovery of any
judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Collateral or upon any of
the assets of the Issuer.  ARTICLE IX  CONCERNING
THE INDENTURE TRUSTEE  Section 901.Duties of the Indenture Trustee.  The
Indenture Trustee, prior to the occurrence of an Event of Default or after the
cure or waiver of any Event of Default that may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture and any Supplement and no implied duties shall be inferred against
it. If an Event of Default has occurred and is continuing, the Indenture
Trustee, at the written direction of the Requisite Global Majority, shall
exercise such of the rights and powers vested in it by this Indenture and the
related Supplements, and use the same degree of care and skill in its exercise
as a prudent Person would exercise or use under the circumstances in the conduct
of such Persons own affairs.  The
Indenture Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Indenture Trustee which are specifically required to be furnished pursuant to
any provisions of this Indenture and any applicable Supplement, shall determine
whether they are substantially in the form required by this Indenture and any
applicable Supplement; provided,however, that the Indenture Trustee shall
not be responsible for the accuracy or content (including mathematical
calculations) of any such resolution, certificate, statement, opinion, report,
document, order or other instrument furnished pursuant to this Indenture and
any applicable Supplement.  No
provision of this Indenture or any Supplement shall be construed to relieve the
Indenture Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided,however, that:  47


(i)Prior to the occurrence of an Event of Default
and after the cure or waiver of any Event of Default that may have occurred,
the duties and obligations of the Indenture Trustee shall be determined solely
by the express provisions of this Indenture and any Supplements. The Indenture
Trustee shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Indenture and any
Supplements, and no implied covenants or obligations shall be read into this
Indenture against the Indenture Trustee and, in the absence of bad faith on the
part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed therein,
upon any certificates, statements, reports, documents, orders, opinions or
other instruments (whether in their original or facsimile form) furnished to
the Indenture Trustee and conforming to the requirements of this Indenture and
any Supplements (and is entitled to rely on the accuracy of any mathematical
calculation or other facts stated therein);  (ii)The Indenture Trustee shall not be liable for
an error of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Indenture Trustee, unless it shall be proved that the Indenture
Trustee was negligent in ascertaining the pertinent facts; and  (iii)The Indenture Trustee shall not be personally
liable with respect to any action taken, suffered or omitted to be taken by it
in good faith in accordance with the direction of the Requisite Global Majority
relating to the time, method and place of conducting any proceeding for any
remedy available to the Indenture Trustee, or exercising any trust or power
conferred upon the Indenture Trustee, under this Indenture.  No
provision of this Indenture shall require the Indenture Trustee to expend or
risk its own funds or otherwise incur any financial liability in the
performance of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of
such funds or adequate security or indemnity against such risk or liability is
not reasonably assured to it.  Whether
or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Indenture Trustee shall be subject to the provisions of this Section 901.  Section 902.Certain Matters Affecting the Indenture
Trustee.  Except as otherwise provided in Section 901
hereof:  (i)The Indenture Trustee may conclusively rely
and shall be fully protected in acting or refraining from acting upon any
Opinion of Counsel, certificate of an officer of the Issuer or the Manager,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document (whether in its original or facsimile form) reasonably
believed by it to be genuine and to have been signed or presented by the proper
party or parties;  (ii)The Indenture Trustee may consult with counsel
of its selection and any advice or opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance in reliance
therewith;  (iii)The Indenture Trustee shall be under no
obligation to institute, conduct or defend any litigation or proceeding
hereunder or in relation hereto at the request, order or direction of the
Requisite Global Majority, pursuant to the provisions of this Indenture,  48


unless the Indenture Trustee shall have security or
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby;  (iv)The Indenture Trustee shall not be liable for
any action taken, suffered or omitted by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture;  (v)The Indenture Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing
to do so by the Control Party for any Series; provided,
however, that the Indenture Trustee may require reasonable security
or indemnity satisfactory to it against any cost, expense or liability likely
to be incurred in making such investigation as a condition to so proceeding
(the unsecured indemnity of each Series Enhancer (so long as its claims
paying ability is rated AAA or Aaa, as applicable) upon such terms as may
be reasonably acceptable to the Indenture Trustee being deemed satisfactory for
such purpose). The reasonable expense of any such examination shall be paid, on
a pro rata basis, by the
Noteholders of the applicable Series requesting such examination or, if
paid by the Indenture Trustee, shall be reimbursed by such Noteholders upon
demand;  (vi)The Indenture Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder either directly or
by or through its agents or attorneys and the Indenture Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed by it with due care hereunder;  (vii)The Indenture Trustee shall not be charged
with knowledge of any Default, Event of Default or Early Amortization Event
unless either a Responsible Officer of the Indenture Trustee shall have actual
knowledge thereof or written notice of such shall have been actually received
by a Responsible Officer of the Indenture Trustee; and  (viii)The rights, privileges, protections,
immunities and benefits given to the Indenture Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Indenture Trustee in each of its capacities hereunder, and
to each agent, custodian and other Person employed to act on behalf of the
Indenture Trustee hereunder.  The
provisions of this Section 902 shall be applicable to the Indenture
Trustee in its capacity as the Note Registrar under this Indenture.  Section 903.Indenture Trustee Not Liable.  (a) 
The recitals contained herein (other than the representations and warranties
contained in Section 911 hereof), in any Supplement and in the Notes
(other than the certificate of authentication on the Notes) shall be taken as
the statements of the Issuer, and the Indenture Trustee assumes no
responsibility for their correctness. The Indenture Trustee makes no
representations as to the validity or sufficiency of this Indenture, any
Supplement, the Notes, the Collateral or of any related document; providedthat this sentence shall not
limit the representations and warranties made by the Indenture Trustee in Section 911.
The Indenture Trustee shall not be accountable for the use or application by
the Issuer of the proceeds of any Series or Class of Notes, or for
the use or application of any funds paid to the Issuer or the Manager in
respect of the Collateral.  (b)The Indenture Trustee shall have no responsibility or liability for or
with respect to the existence or validity of any Collateral, the perfection of
any security interest (whether as of the date  49


hereof or at any future
time), the maintenance of or the taking of any action to maintain such
perfection, the validity of the assignment of any portion of the Collateral to
the Indenture Trustee or of any intervening assignment, the compliance by the
Seller or the Manager with any covenant or the breach by the Seller or the
Manager of any warranty or representation made hereunder, in any Supplement or
in any related document or the accuracy of such warranty or representation, any
investment of monies in the Trust Account, the Restricted Cash Account or any Series Account
or any loss resulting therefrom (provided that such investments are made in
accordance with the provisions of Section 303 hereof), or the acts or
omissions of the Seller or the Manager taken in the name of the Indenture
Trustee.  (c)Except as expressly provided herein or in any Supplement, the Indenture
Trustee shall not have any obligation or liability under any Contract by reason
of or arising out of this Indenture or the granting of a security interest in
such Contract hereunder or the receipt by the Indenture Trustee of any payment
relating to any Contract pursuant hereto, nor shall the Indenture Trustee be
required or obligated in any manner to perform or fulfill any of the
obligations of the Issuer, the Seller or the Manager under or pursuant to any
Contract, or to make any payment, or to make any inquiry as to the nature or
the sufficiency of any payment received by it, or the sufficiency of any
performance by any party, under any Contract.  Section 904.Indenture Trustee May Own Notes. 
Subject to compliance with subsection (a)(4)(i) of Rule 3a-7
under the Investment Company Act of 1940, the Indenture Trustee in its
individual or any other capacity may become the owner or pledgee of Notes with
the same rights it would have if it were not the Indenture Trustee.  Section 905.Indenture Trustees Fees and Expenses.  The
fees, expenses, disbursements and advances of the Indenture Trustee shall be
paid only by the Issuer in accordance with Section 302 or 806 hereof. The
Issuer shall indemnify the Indenture Trustee (and any predecessor Indenture
Trustee) and each of its officers, directors and employees for, and hold them
harmless against, any loss, liability, damage claim or expense incurred without
negligence or willful misconduct on their part, arising out of or in connection
with the acceptance or administration of this trust, including the costs and
expenses of defending itself both individually and in its representative
capacity against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder (together with the fees,
expenses, disbursements and advances of the Indenture Trustee, Indenture
Trustee Fees); provided however,that
the Indenture Trustees Fees payable pursuant to clauses (c)(I)(1) and
(c)(II)(1) in Section 302 hereof shall not exceed Forty Thousand Dollars
($40,000) per annum at any time Wells Fargo Bank, National Association is
acting as Indenture Trustee.  The
obligations of the Issuer under this Section 905 to compensate the
Indenture Trustee, and to indemnify and hold harmless, the Indenture Trustee
shall constitute Outstanding Obligations hereunder and shall survive the
resignation or removal of the Indenture Trustee and the satisfaction and
discharge of this Indenture.  When
the Indenture Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 801(4) or Section 801(5),
the expenses and the compensation for the services are intended to constitute
expenses of administration under any bankruptcy law.  Section 906.Eligibility Requirements for the Indenture
Trustee.  The Indenture Trustee hereunder shall at all
times be a national banking association or a corporation, organized and doing
business under the laws of the United States of America or any State, and
authorized under such laws to exercise corporate trust powers. In addition, the
Indenture Trustee or its parent corporation shall at all times (i) have a
combined capital and surplus of at least $50,000,000, (ii) be subject to
supervision or examination by Federal or state authority, (iii) have (A) in
the case of Wells Fargo Bank, National Association, a long-term unsecured debt
rating of A-2 or better by Moodys and A or better by S&P  50


or
(B) in all other instances, a long-term unsecured senior debt rating of A-2
or better by Moodys and a long-term unsecured senior debt rating of A or
better by S&P and short-term unsecured senior debt rating of P-1 or
better by Moodys and a short-term unsecured senior debt rating of A-2 or
better by S&P; provided that with respect to a successor Indenture Trustee,
clauses (i), (ii) and (iii) shall not apply if, as of the date on
which the successor Indenture Trustee is appointed, such successor Indenture
Trustee is acceptable to the Requisite Global Majority and each Hedge
Counterparty. The Indenture Trustee shall at all times satisfy the requirements
of subsection (a)(4)(i) of Rule 3a-7 of the Investment Company Act of
1940.  If the Indenture Trustee publishes
reports of condition at least annually, pursuant to law or to the requirements
of such supervising or examining authority, then, for the purposes of this Section 906,
the combined capital and surplus of the Indenture Trustee shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Indenture Trustee shall cease
to be eligible in accordance with the provisions of this Section, the Indenture
Trustee shall resign promptly in the manner and with the effect specified in Section 907
hereof.  Section 907.Resignation and Removal of the Indenture
Trustee.  The Indenture Trustee may at any time resign
and be discharged from the trusts hereby created by giving written notice
thereof to the Issuer, the Manager, the Transition Agent, each Series Enhancer
and the Noteholders. Upon receiving such notice of resignation, the Issuer, at
the direction and subject to the consent of the Requisite Global Majority,
shall promptly appoint a successor trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Indenture
Trustee, each Hedge Counterparty, the Transition Agent, each Series Enhancer,
and one copy to the successor Indenture Trustee. If no successor Indenture
Trustee shall have been so appointed and have accepted appointment within
thirty (30) days after the giving of such notice of resignation, the Requisite
Global Majority may appoint a successor Indenture Trustee or, if it does not do
so within thirty (30) days after the end of such thirty (30) day period, the
resigning Indenture Trustee may petition at the expense of the Issuer any court
of competent jurisdiction for the appointment of a successor Indenture Trustee,
which successor trustee shall meet the eligibility standards set forth in Section 906.  If
at any time (i) the Indenture Trustee shall cease to be eligible in
accordance with the provisions of Section 906 hereof and shall fail to
resign after written request therefor by the Issuer, at the direction of the
Requisite Global Majority, or (ii) if at any time the Indenture Trustee
shall become incapable of acting, or (iii) shall be adjudged a bankrupt or
insolvent, or a receiver of the Indenture Trustee, or of its property shall be
appointed, or any public officer shall take charge or control of the Indenture
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or (iv) the Indenture Trustee shall have
defaulted in the performance of its duties under this Indenture which default
materially and adversely affects the interest of any Noteholder and, if
curable, continues unremedied for thirty (30) days after the date on which
there has been given to the Indenture Trustee by the Issuer, any Series Enhancer
or any Noteholder, a written notice specifying such default or breach and
requiring it to be remedied, then the Issuer, at the direction of the Requisite
Global Majority, shall remove the Indenture Trustee and appoint a successor
Indenture Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Indenture Trustee so removed and one copy
to the successor Indenture Trustee.  Any
resignation or removal of the Indenture Trustee and appointment of a successor
Indenture Trustee pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor Indenture
Trustee as provided in Section 908 hereof.  Section 908.Successor Indenture Trustee.  Any
successor Indenture Trustee appointed as provided in Section 907 hereof
shall execute, acknowledge and deliver to the Issuer and to its predecessor
Indenture Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Indenture Trustee shall
become effective and such successor Indenture Trustee, without any further act,
deed or conveyance, shall become fully vested with all the  51


rights,
powers, duties and obligations of its predecessor hereunder, with like effect
as if originally named as the Indenture Trustee herein. The predecessor
Indenture Trustee shall upon payment of all charges due it, its agents and
counsel deliver to the successor Indenture Trustee all documents relating to
the Collateral, if any, delivered to it, together with any amount remaining in
the Trust Account, the Restricted Cash Account and any Series Accounts. In
addition, the predecessor Indenture Trustee and, upon request of the successor
Indenture Trustee, the Issuer shall execute and deliver such instruments and do
such other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor Indenture Trustee all such rights,
powers, duties and obligations.  No
successor Indenture Trustee shall accept appointment as provided in this Section unless
at the time of such acceptance such successor Indenture Trustee shall be
eligible under the provisions of Section 906 hereof.  Upon
acceptance of appointment by a successor Indenture Trustee as provided in this
Section, the Issuer shall mail notice of the succession of such Indenture
Trustee hereunder to all Noteholders at their addresses as shown in the Note
Register and to each Hedge Counterparty. If the Issuer fails to mail such
notice within ten (10) days after acceptance of appointment by the
successor Indenture Trustee, the successor Indenture Trustee shall cause such
notice to be mailed at the expense of the Issuer.  Section 909.Merger or Consolidation of the Indenture
Trustee.  Any Person into which the Indenture Trustee
may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Indenture Trustee
shall be a party, or any Person succeeding to all or substantially all of the
business of the Indenture Trustee, shall be the successor of the Indenture
Trustee hereunder, provided such Person shall be eligible under the provisions
of Section 906 hereof, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.  Section 910.Separate Indenture Trustees, Co-Indenture
Trustees and Custodians.  If the Indenture Trustee is
not capable of acting outside the United States or exercising trust powers
within the United States, it shall have the power from time to time to appoint
(subject to satisfaction of the Rating Agency Condition, or, if no Series of
Notes then has an outstanding rating, subject to the approval of the Requisite
Global Majority) one or more Persons or corporations to act either as
co-trustees jointly with the Indenture Trustee, or as separate trustees, or as
custodians, for the purpose of holding title to, foreclosing or otherwise
taking action with respect to any of the Collateral, when such separate trustee
or co-trustee is necessary or advisable under any applicable laws or for the
purpose of otherwise conforming to any legal requirement, restriction or
condition in any applicable jurisdiction. The separate trustees, co-trustees,
or custodians so appointed shall be trustees, co-trustees, or custodians for
the benefit of all Noteholders, each Hedge Counterparty and each Series Enhancer
and shall have such powers, rights and remedies as shall be specified in the
instrument of appointment; provided,
however, that no such appointment
shall, or shall be deemed to, constitute the appointee an agent of the
Indenture Trustee. The Issuer shall join in any such appointment, but such
joining shall not be necessary for the effectiveness of such appointment.  Every
separate trustee, co-trustee and custodian shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:  (i)all powers, duties, obligations and rights
conferred upon the Indenture Trustee in respect of the receipt, custody and
payment of monies shall be exercised solely by the Indenture Trustee;  52


(ii)all other rights, powers, duties and
obligations conferred or imposed upon the Indenture Trustee shall be conferred
or imposed upon and exercised or performed by the Indenture Trustee and such
separate trustee, co-trustee, or custodian jointly, except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be
performed the Indenture Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Collateral or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee,
co-trustee or custodian;  (iii)no trustee or custodian hereunder shall be
personally liable by reason of any act or omission of any other trustee or
custodian hereunder; and  (iv)the Issuer or the Indenture Trustee may at any
time accept the resignation of or remove any separate trustee, co-trustee or
custodian so appointed by it or them if such resignation or removal does not
violate the other terms of this Indenture.  Any
notice, request or other writing given to the Indenture Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Indenture and
the conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this Indenture
relating to the conduct of, affecting the liability of, or affording protection
to, the Indenture Trustee. Every such instrument shall be furnished to the
Indenture Trustee, each Hedge Counterparty and each Series Enhancer.  Any
separate trustee, co-trustees, or custodian may, at any time, constitute the
Indenture Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or
in respect of this Indenture on its behalf and in its name. If any separate
trustee, co-trustee, or custodian shall die, become incapable of acting, resign
or be removed, all of its estates, properties, rights, remedies and trusts
shall vest in and be exercised by the Indenture Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee or custodian.  No
separate trustee, co-trustee or custodian hereunder shall be required to meet
the terms of eligibility as a successor Indenture Trustee under Section 906
hereof and no notice to Noteholders of the appointment thereof shall be
required under Section 908 hereof.  The
Indenture Trustee agrees to instruct the co-trustees, if any, to the extent
necessary to fulfill the Indenture Trustees obligations hereunder.  Section 911.Representations and Warranties.  The
Indenture Trustee hereby represents and warrants as of the Closing Date of each
Series that:  (a)Organization and Good Standing.  The Indenture Trustee is a national
association duly organized, validly existing and in good standing under the
laws of the United States of America, and has the power to own its assets and
to transact the business in which it is presently engaged;  (b)Authorization.  The Indenture Trustee has the power,
authority and legal right to execute, deliver and perform this Indenture and
each Supplement and to authenticate the Notes, and the  53


execution, delivery and
performance of this Indenture and each Supplement and the authentication of the
Notes has been duly authorized by the Indenture Trustee by all necessary
corporate action;  (c)Binding Obligations.  Each of this Indenture and each Supplement,
assuming due authorization, execution and delivery by the Issuer, constitutes
the legal, valid and binding obligations of the Indenture Trustee, enforceable
against the Indenture Trustee in accordance with its terms, except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws (whether statutory, regulatory or decisional)
now or hereafter in effect relating to creditors rights generally and the
rights of trust companies in particular and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to certain equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought, whether in a proceeding at law or in
equity;  (d)No Violation.  The performance by the Indenture Trustee of
its obligations under this Indenture and each Supplement will not conflict
with, result in any breach of any of the terms and provisions of, or constitute
(with or without notice, lapse of time or both) a default under, the charter
documents or bylaws of the Indenture Trustee;  (e)No Proceedings.  There are no proceedings or investigations to
which the Indenture Trustee is a party pending, or, to the knowledge of the
Indenture Trustee without independent investigation, threatened, before any
court, regulatory body, administrative agency or other tribunal or Governmental
Authority (A) asserting the invalidity of this Indenture or the Notes, (B) seeking
to prevent the issuance of the Notes or the consummation of any of the
transactions contemplated by this Indenture or (C) seeking any determination
or ruling that would materially and adversely affect the performance by the
Indenture Trustee of its obligations under, or the validity or enforceability
of, this Indenture or the Notes; and  (f)Approvals.  Neither the execution or delivery by the
Indenture Trustee of this Indenture nor the consummation of the transactions by
the Indenture Trustee contemplated hereby requires the consent or approval of,
the giving of notice to, the registration with or the taking of any other
action with respect to any Governmental Authority under any existing federal or
State law governing the banking or trust powers of the Indenture Trustee.  Section 912.Indenture Trustee Offices.  The
Indenture Trustee shall maintain in the State of New York or Minneapolis,
Minnesota an office or offices or agency or agencies where Notes may be
surrendered for registration of transfer or exchange, which office currently is
located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, and
shall promptly notify the Issuer, the Manager, each Hedge Counterparty and the
Noteholders of any change of such location.  Section 913.Notice of Event of Default.  If a
Responsible Officer of the Indenture Trustee shall have actual knowledge that
an Event of Default or Early Amortization Event with respect to any Series shall
have occurred and be continuing, the Indenture Trustee shall promptly (but in
any event within five (5) Business Days) give written notice thereof to
each Noteholder, the Transition Agent, any Rating Agency, each Hedge
Counterparty and the Series Enhancer of such Series. For all purposes of
this Indenture, in the absence of actual knowledge by a Responsible Officer of
the Indenture Trustee, the Indenture Trustee shall not be deemed to have actual
knowledge of any Event of Default or Early Amortization Event unless notified
in writing thereof by the Issuer, the Seller, the Manager, any Series Enhancer,
the Transition Agent or any Noteholder, and such notice references the
applicable Series of Notes generally, the Issuer, this Indenture or the
applicable Supplement.  Section 914.Notices.  The
Indenture Trustee shall make reasonable efforts to forward, to the Deal Agents,
within five (5) Business Days of receipt thereof, copies of all notices,
reports and  54


other
written communications that it delivers or receives, at the address for notices
provided in the Transaction Documents, pursuant to the terms of the Transaction
Documents.  55


ARTICLE X  SUPPLEMENTAL
INDENTURES  Section 1001.Supplemental Indentures Not Creating a New Series Without
Consent of Noteholders.  (a)  Without the consent
of any Noteholder and based on an Officers Certificate of the Issuer to the
effect that such Supplement is for one of the purposes set forth in clauses (i) through
(vii) below, the Issuer and the Indenture Trustee, at any time and from
time to time, may, with the consent of each affected Hedge Counterparty
(provided that the consent of an Hedge Counterparty shall be required only if
such proposed amendment would, in the reasonable opinion of the Issuer,
materially and adversely affect the rights, duties or immunities of such Hedge
Counterparty under this Indenture, the related Hedge Agreement or otherwise),
enter into one or more Supplements to this Indenture for any of the following
purposes:  (i)to add to the covenants of the Issuer in this
Indenture for the benefit of the Noteholders of all Series of Notes then
Outstanding or of any Series Enhancer, or to surrender any right or power
conferred upon the Issuer in this Indenture;  (ii)to cure any ambiguity, to correct or
supplement any provision in this Indenture that may be inconsistent with any
other provision in this Indenture, or to make any other provisions with respect
to matters or questions arising under this Indenture;  (iii)to correct or amplify the description of any
property at any time subject to the Lien of this Indenture, or better to
assure, convey and confirm unto the Indenture Trustee any property subject or
required to be subjected to the Lien of this Indenture, or to subject
additional property to the Lien of this Indenture;  (iv)to add to the conditions, limitations and
restrictions on the authorized amount, terms and purposes of issue,
authentication and delivery of the Notes, as herein set forth, or additional
conditions, limitations and restrictions thereafter to be observed by the
Issuer;  (v)to convey, transfer, assign, mortgage or
pledge any additional property to or with the Indenture Trustee;  (vi)to evidence the succession of the Indenture
Trustee pursuant to Article IX; or  (vii)to add any additional Events of Default or
Early Amortization Events.  Prior
to the execution of any Supplement issued pursuant to this Section 1001,
the Issuer shall provide not less than ten (10) Business Days prior
written notice to each Rating Agency and each Hedge Counterparty setting forth
in general terms the substance of any such Supplement.  (b)Promptly after the execution by the Issuer and the Indenture Trustee of
any Supplement pursuant to this Section, the Indenture Trustee shall mail to
the Noteholders of all Series of Notes then Outstanding, each Rating
Agency, the Transition Agent, each Hedge Counterparty and Series Enhancer
related to such Series, a copy of such Supplement.  Any failure of the Indenture Trustee to mail
such Supplement, or any defect therein, shall not, however, in any way impair
or affect the validity of any such Supplement.  56


Section 1002.Supplemental Indentures Not Creating a New Series with
Consent of Noteholders.  (a)If Section 1001 does not apply to a Supplement, then with the
consent of the Requisite Global Majority and each Hedge Counterparty (provided
that, in the case of each Hedge Counterparty, the consent of such Hedge
Counterparty shall be required only if such proposed amendments would, in the
reasonable opinion of the Issuer, materially and adversely affect the Hedge
Counterpartys rights, duties or immunities under this Indenture, the related
Hedge Agreement or otherwise), the Issuer and the Indenture Trustee may enter
into a Supplement hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Noteholders under this
Indenture; provided,however,that no such Supplement shall, without the consent
of the Noteholder of each Note adversely affected thereby:  (i)reduce the principal amount of any Note, the rate of interest thereon,
amend the relative priority of any such payments pursuant to Sections 302 or
806 hereof (other than to increase the priority thereof) or increase the amount
of any applicable dollar limitations on amounts having a higher payment
priority to such payments pursuant to Sections 302 or 806 hereof or otherwise
change such payments, in each case, if in a manner adverse to the Noteholder,
or change the date on which or the amount of which, or the place of payment
where, or the coin or currency in which, any Note or the interest thereon, or
impair the right to institute suit for the enforcement of any such payment on
or after the Legal Final Maturity Date thereof;  (ii)reduce the percentage of Outstanding Notes or Existing Commitments
required for (a) the consent of any Supplement to this Indenture, (b) the
consent required for any waiver of compliance with certain provisions of this
Indenture or certain Events of Default hereunder and their consequences as
provided for in this Indenture or (c) the consent required to waive any
payment default on the Notes;  (iii)modify any provision of this Indenture or any Supplement which specifies
that such provision cannot be modified or waived without the consent of the
Noteholder affected thereby;  (iv)in a manner adverse to such Noteholder, modify or alter the definition of
the terms Outstanding, Requisite Global Majority, Asset Base, Existing
Commitment, Initial Commitment, Advance Rate, Aggregate Net Book Value
in this Indenture or any of the terms used in or necessary to interpret such
terms;  (v)impair or adversely affect the Collateral in any material respect as a
whole, except as otherwise permitted herein;  (vi)modify or alter Section 702(a) of this Indenture; or  (vii)permit the creation of any Lien ranking prior to or on a parity with the
Lien of this Indenture with respect to any part of the Collateral or terminate
the Lien of this Indenture on any property at any time subject hereto or
deprive in any material respect the Noteholder of the security afforded by the
Lien of this Indenture, except as otherwise permitted in this Indenture;  provided, further, that no such Supplement shall,
without the consent of each Series Enhancer adversely affected thereby, (i) reduce
the amount payable to such Series Enhancer, (ii) amend the relative
priority of any such payment pursuant to Sections 302 or 806 hereof (other than
to increase the priority thereof) or  57


increase the amount of any applicable dollar
limitations on amounts having a higher payment priority to such payments
pursuant to Sections 302 or 806 hereof or otherwise change such payments in a
manner adverse to such Series Enhancer, (iii) change the date on
which or the amount of which, or the place or payment where, or the coin or
currency in which, such amount is paid to such Series Enhancer,
(iv) increase or accelerate such Series Enhancers payment
obligations under its Enhancement Agreement or otherwise materially and
adversely affect the rights, interests or obligations of such Series Enhancer
under this Indenture or the other Transaction Documents, or (v) modify
provisions of any Transaction Document relating to requirements that the
consent of such Series Enhancer be obtained.  Prior
to the execution of any Supplement pursuant to this Section 1002, the
Issuer shall provide not less than ten (10) Business Days prior written
notice to each Rating Agency, the Transition Agent and each Hedge Counterparty
setting forth in general terms the substance of any such Supplement.  (b)Promptly after the execution by the Issuer and the Indenture Trustee of
any Supplement pursuant to this Section, the Indenture Trustee shall mail to
the Noteholders of all Series of Notes then Outstanding, each Rating
Agency, the Transition Agent, each Hedge Counterparty and Series Enhancer
related to such Series, a copy of such Supplement.  Any failure of the Indenture Trustee to mail
such Supplement, or any defect therein, shall not, however, in any way impair
or affect the validity of any such Supplement.  Section 1003.Execution of Supplemental Indentures.  In
executing, or accepting the additional trusts created by, a Supplement
permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Indenture Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating
that all conditions precedent specified in this Indenture for the execution of
such Supplement have been satisfied. The Indenture Trustee may, but shall not
be obligated to, enter into any such Supplement which affects the Indenture
Trustees own rights, duties or immunities under this Indenture or otherwise.  Section 1004.Effect of Supplemental Indentures.  Upon
the execution of any Supplement under this Article, this Indenture shall be
modified in accordance therewith, and such Supplement shall form a part of this
Indenture for all purposes, and every Noteholder of Notes theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.  Section 1005.Reference in Notes to Supplemental Indentures.  Notes
authenticated and delivered after the execution of any Supplement pursuant to
this Article may, and shall if required by the Issuer, bear a notation in
form approved by the Indenture Trustee as to any matter provided for in such
Supplement. If the Issuer shall so determine, new Notes so modified as to
conform, in the opinion of the Indenture Trustee, may be prepared and executed
by the Issuer and authenticated and delivered by the Indenture Trustee in
exchange for Outstanding Notes.  Section 1006.Issuance of Series of Notes.  (a) 
The Issuer may from time to time direct the Indenture Trustee in writing to
execute and authenticate one or more Series of Notes (each, a Series).  (b)On or before the Series Issuance Date relating to any Series, the
parties hereto will execute and deliver a Supplement which will specify the
Principal Terms of such Series. The terms of such Supplement may modify or
amend the terms of this Indenture solely as applied to such Series, and, with
the consent of the Requisite Global Majority, may amend this Indenture as
applicable to such other Series, in accordance with Section 1002 hereof.
The obligation of the Indenture Trustee to authenticate, execute and deliver
the Notes of such Series and to execute and deliver the related Supplement
is subject to the satisfaction of the following conditions:  58


(i)on or before the Series Issuance Date,
the Issuer shall have given the Indenture Trustee, the Manager, the Transition
Agent, each Rating Agency (and, if such Series is to be registered
pursuant to the Securities Act, all Rating Agencies that have rated any prior
Series), each Hedge Counterparty and each Series Enhancer notice of the Series and
the Series Issuance Date;  (ii)the Issuer shall have delivered to the
Indenture Trustee the related Supplement executed by the Issuer;  (iii)the Issuer shall have delivered to the
Indenture Trustee any related Enhancement Agreement executed by each of the
parties thereto and each Series Enhancer under such Enhancement Agreement
shall have acknowledged in writing the terms of the Transition Agent Agreement;  (iv)the Rating Agency Condition shall have been
satisfied with respect to each Series of Notes then Outstanding for which
a Rating Agency has assigned a rating;  (v)the Issuer shall have delivered to the
Indenture Trustee, each Rating Agency, each Hedge Counterparty, each Series Enhancer
(provided that, although the Issuer shall deliver a copy of such Opinion of
Counsel to such Series Enhancer, such Series Enhancer shall not have
any right to approve the contents thereof) and, if required, any Noteholder,
any Opinions of Counsel required by the related Supplement, including without
limitation with respect to enforceability and security interest perfection
issues;  (vi)no Early Amortization Event or Event of
Default has occurred and is then continuing (or would result from the issuance
of such additional Series) and that the issuance of such additional Series would
not result in an Early Amortization Event or Event of Default and the Issuer
shall have delivered to the Indenture Trustee an Officers Certificate stating
the same;  (vii)such other conditions as shall be specified in
the related Supplement; and  (viii)the Issuer shall have delivered to the
Indenture Trustee an Officers Certificate that all of the conditions specified
in clauses (i) through (vii) have been satisfied.  Upon
satisfaction of the above conditions, the Indenture Trustee shall execute the
Supplement and authenticate, execute and deliver the Notes of such Series; provided, however, that, prior to the issuance of Notes of
any Series (other than the Series 2010-1 Notes), the Issuer shall
receive an Opinion of Counsel (a copy of which Opinion of Counsel shall be
delivered by the Issuer to the Indenture Trustee) to the effect that, for U.S.
federal income tax purposes, the issuance of the Notes of such Series will
not (x) adversely affect the tax characterization as debt of any
outstanding Notes of any Series for which an Opinion of Counsel was
rendered in connection with the original issuance of such Notes to the effect
that such Notes are treated as debt for federal tax purposes and (y) such
issuance will not cause the Issuer to be treated as an association (or publicly
traded partnership) taxable as a corporation; and provided
further that, notwithstanding any other provision of this Article,
clauses (i), (iii) and (iv) of this Section shall not apply to
the issuance of the initial Series of Notes or the related Supplement.  (c)Notwithstanding any other provision of this Indenture, no Subject Notes
may be issued hereunder except in a transaction or transactions (i) that
are not required to be registered under the Securities Act and (ii) to the
extent such issuance is not required to be so registered by reason of
Regulation S under the Securities Act, that would not be required to be so
registered if the interests so  59


offered or sold were
offered and sold within the United States. 
Any purported issuance of any Subject Notes in violation of the
immediately preceding sentence shall be void to the greatest extent permitted
under Applicable Law.  ARTICLE XI  NOTEHOLDERS
LISTS  Section 1101.Issuer to Furnish Indenture Trustee Names and
Addresses of Noteholders.  Unless otherwise provided in
the related Supplement, the Issuer will furnish or cause to be furnished to the
Indenture Trustee and each Series Enhancer (i) not more than ten (10) days
after receipt of a request from the Indenture Trustee, a list, in such form as
the Indenture Trustee may reasonable require, of the names and addresses and
tax identification numbers of the Noteholders as of such date, and (ii) at
such other times as the Indenture Trustee may request in writing, within 30
days after the receipt by the Issuer of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished; provided, however,
that so long as the Indenture Trustee maintains the Note Register, no such
lists shall be required to include the names and addresses received by the
Indenture Trustee in such capacity; provided, further, that if the Indenture
Trustee is the Note Registrar, all references in this Section to the
Issuer shall be deemed to refer instead to the Indenture Trustee.  Section 1102.Preservation of Information; Communications to
Noteholders.  The Indenture Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of
Noteholders contained in the most recent list furnished to the Indenture
Trustee as provided in Section 1101 and the names and addresses of
Noteholders received by the Indenture Trustee in its capacity as Note
Registrar. The Indenture Trustee may destroy any list furnished to it as
provided in Section 1101 upon receipt of a new list so furnished.  ARTICLE XII  EARLY
AMORTIZATION EVENTS  Section 1201.Early Amortization Events.  As of
any date of determination, the existence of any one of the following events or
conditions shall constitute an Early Amortization Event:  (1)The occurrence of (i) an Event of Default, or (ii) a breach
by the Seller of any of its obligations under the Contribution and Sale
Agreement or any other Transaction Document to which it is a party, which
breach materially and adversely affects the interests of any Noteholder or Series Enhancer
(if such Series Enhancer shall have made an unreimbursed payment on its
Enhancement Agreement) and which continues, if curable, for sixty (60) days
after the occurrence of such breach;  (2)a Manager Default shall have occurred and then be continuing;  (3)if on any Payment Date an Asset Base Deficiency shall exist and such
Asset Base Deficiency shall be continuing thirty (30) days after the occurrence
thereof;  (4)as of any Payment Date occurring after December 31, 2010, the
Issuer EBIT to Issuer Cash Interest Expense Ratio shall be less than 1.1 to
1.0;  (5)as of any Payment Date, the Weighted Average Age of the Eligible
Containers shall be greater than eight and one-half (8.5) years; and  60


(6)the occurrence of any other event or condition specified as an Early
Amortization Event in a Supplement for any Series.  If
the Early Amortization Event described in either of clauses (4) or (5) occurs
prior to the Conversion Date, such condition shall be deemed cured if it does
not exist on any subsequent Payment Date occurring prior to the Conversion
Date.  Except as set forth in the
immediately preceding sentence, if an Early Amortization Event exists on any Payment
Date, then such Early Amortization Event shall, be deemed to continue until the
Business Day on which the Requisite Global Majority waives, in writing, such
Early Amortization Event. The Indenture Trustee shall promptly provide notice
of any such waiver to each Hedge Counterparty and the Rating Agencies.  Section 1202.Remedies.  If an
Early Amortization Event shall have occurred and then be continuing, the
Indenture Trustee shall have in addition to the rights provided in the
Transaction Documents, all rights and remedies provided under all applicable
laws.  ARTICLE XIII  MISCELLANEOUS
PROVISIONS  Section 1301.Compliance Certificates and Opinions.  (a) 
Upon any application or request by the Issuer to the Indenture Trustee to take
any action under any provision of this Indenture or any Supplement, the Issuer
shall furnish to the Indenture Trustee a certificate stating that all
conditions precedent, if any, provided for in this Indenture and any relevant
Supplement relating to the proposed action have been complied with and, if
required pursuant to the terms of this Indenture, an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.  (b)Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:  (i)a statement that each individual signing such
certificate or opinion has read such covenant or condition and the definitions
herein relating thereto;  (ii)a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;  (iii)a statement that, in the opinion of each such
individual, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether such covenant or
condition has been complied with; and  (iv)a statement as to whether, in the opinion of
each such individual, such condition or covenant has been complied with; providedthat in the case of an opinion
delivered by a law firm, such opinion may, but need not, make such statements
with regard to the individual signing such opinion.  Section 1302.Form of Documents Delivered to Indenture
Trustee.  (a)  In any case where several matters
are required to be certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be certified by, or covered
by the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an  61


opinion
with respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.  (b)Any certificate or opinion may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, another
Person, unless the Person providing such certificate or opinion knows that the
certificate or opinion or representations with respect to the matters upon
which such Persons certificate or opinion is based are erroneous.  (c)Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.  Section 1303.Acts of Noteholders.  (a) 
Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture or any Supplement to be given or taken by
Noteholders may be (i) embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Noteholders in person
or by an agent duly appointed in writing, (ii) evidenced by the written
consent or direction of Noteholders of the specified percentage of the
principal amount of the Notes, or (iii) evidenced by a combination of such
instrument or instruments; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments, or
consent or direction, are delivered to the Indenture Trustee and, where it is
hereby expressly required, to the Issuer. Proof of execution of any such instrument
or of a writing appointing any such agent or of the execution of any written
consent or direction shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section.  (b)The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
a certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Indenture Trustee deems sufficient.  (c)The ownership of Notes shall be proved by the Note Register.  (d)Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Noteholder shall bind every future Noteholder of the same Note
and the Noteholder of every Note issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Indenture Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such
Note.  Section 1304.Inspection.  (a) 
Upon reasonable request, the Issuer agrees that it shall make available to any
representative of the Indenture Trustee, the Transition Agent, any Hedge
Counterparty or any Series Enhancer and their duly authorized
representatives, attorneys or accountants, for inspection and copying its books
of account, records and reports relating to the Managed Containers and copies
of all Leases or other documents relating thereto at the times and in
accordance with the provisions of the Management Agreement. Each Noteholder,
the Transition Agent, each Series Enhancer, each Hedge Counterparty and
the Indenture Trustee agrees that it and its Affiliates and their respective
shareholders, directors, agents, representatives, accountants and attorneys
shall keep confidential any matter of which any of them becomes aware through
such inspections or discussions (unless readily available from public sources
that did not receive such information from such Person or otherwise in its  62


possession
from a source not having any confidentiality agreement with the Issuer or the
Manager with respect thereto), except as may be otherwise required by
regulation, law or court order or required by appropriate governmental
authorities or as necessary to preserve or exercise its rights or security
under or to enforce the Transaction Documents, provided that the foregoing
shall not limit the right of any Noteholder, any Series Enhancer or any
Hedge Counterparty, as the case may be, to make such information available to
its regulators, securities rating agencies, and to reinsurers and credit and
liquidity providers whom such party reasonably believes will respect the
confidential nature of such information and from whom such party has requested
confidential treatment of such information. 
Any expense incident to the reasonable exercise by the Indenture
Trustee, the Transition Agent, any Series Enhancer, any Hedge Counterparty
or any Noteholder of any right under this Section (except for one annual
inspection at the expense of the Issuer) shall be borne by the Person
exercising such right unless an Early Amortization Event, Manager Default or
Event of Default shall have occurred and then be continuing in which case such
expenses shall be borne by the Issuer.  (b)The Issuer also agrees to make available on a reasonable basis to the
Indenture Trustee, Transition Agent, each Series Enhancer and each Hedge
Counterparty a Managing Officer for the purpose of answering reasonable
questions respecting recent developments affecting the Issuer.  Section 1305.Limitation of Right. 
Except as expressly set forth in this Indenture, this Indenture shall be
binding upon the Issuer, the Noteholders and their respective successors and
permitted assigns and shall not inure to the benefit of any Person other than
the parties hereto, the Noteholders and the Manager as provided herein.
Notwithstanding the previous sentence, the parties hereto, the Seller and the
Manager acknowledge that each Hedge Counterparty and any Series Enhancer
for a Series of Notes is an express third party beneficiary hereof
entitled to enforce its rights hereunder as if actually a party hereto.  Section 1306.Severability.  If any
provision of this Indenture is held to be in conflict with any applicable
statute or rule of law or is otherwise held to be unenforceable for any
reason whatsoever, such circumstances shall not have the effect of rendering
the provision in question inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions herein
contained invalid, inoperative, or unenforceable to any extent whatsoever.  The
invalidity of any one or more phrases, sentences, clauses or Sections of this
Indenture shall not affect the remaining portions of this Indenture, or any
part thereof.  Section 1307.Notices.  (a) 
All demands, notices, instructions, directions and communications hereunder
shall be in writing, personally delivered, or by facsimile (with subsequent
telephone confirmation of receipt thereof), or sent by internationally
recognized overnight courier service to:  Manager:
  TAL
  International Container Corporation
  100 Manhattanville Road
  Purchase, New York 10577-2135
  Attn: Jeffrey M. Casucci, Vice President,
  Treasury and Credit
  Fax: 914-697-2526  63


with
  a copy to:TAL
  International Group, Inc.100
  Manhattanville RoadPurchase,
  New York 10577-2135Attn:
  Marc A. Pearlin, General Counsel & SecretaryFax:
  914-697-2526  Issuer:
  TAL Advantage IV LLC100 Manhattanville RoadPurchase, New York 10577-2135Attn: Jeffrey M. Casucciwith a copy to:TAL International Container Corporation100 Manhattanville RoadPurchase, New York 10577-2135Attn: Jeffrey M. Casucci, Vice President,Treasury and CreditFax: 914-697-2526Indenture Trustee:
  Wells
  Fargo Bank, National AssociationMAC N9311-161Sixth Street and Marquette AvenueMinneapolis, Minnesota 55479Attn: Corporate Trust Services - Asset-Backed
  AdministrationFax: (612) 667-3464Transition Agent:
  Wells
  Fargo Bank, National AssociationMAC N9311-161Sixth Street and Marquette AvenueMinneapolis, Minnesota 55479Attn: Corporate Trust Services - Asset-Backed
  AdministrationFax: (612) 667-3464Series Enhancer:
  at
  the address set forth in the related Enhancement AgreementHedge Counterparty:
  To
  its address as set forth in the applicable Hedge Agreement  or
at such other address as shall be designated by such party in a written notice
to the other parties. Any notice required or permitted to be given to a
Noteholder shall be given by certified first class mail,  64


postage
prepaid (return receipt requested), or by courier, or by facsimile, with
subsequent telephone confirmation of receipt thereof, in each case at the
address of such Noteholder as shown in the Note Register or to the telephone
and fax number furnished by such Noteholder. Notice shall be effective and
deemed received (a) two (2) days after being delivered to the courier
service, if sent by courier, (b) upon receipt of confirmation of
transmission, if sent by fax, or (c) when delivered, if delivered by hand.
Any rights to notices conveyed to a Rating Agency pursuant to the terms of this
Indenture with respect to any Series or Class shall terminate
immediately if such Rating Agency no longer has a rating outstanding with
respect to such Series or Class.  Section 1308.Consent to Jurisdiction.  ANY
LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE,
OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL
OR STATE COURT IN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND EACH PARTY HERETO
HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE
PURPOSES OF THIS INDENTURE, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.  Section 1309.Captions.  The
captions or headings in this Indenture are for convenience only and in no way
define, limit or describe the scope or intent of any provisions or sections of
this Indenture.  Section 1310.Governing Law.  THE
INDENTURE SHALL BE CONSTRUED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES
OF CONFLICTS OF LAW, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES
HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.  Section 1311.No Petition.  The
Indenture Trustee, on its own behalf, hereby covenants and agrees, and each
Noteholder by its acquisition of a Note shall be deemed to covenant and agree,
that it will not institute (or cause or direct or solicit any Person to
institute) against the Issuer any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any federal
or state bankruptcy or similar law, at any time other than on a date which is
at least one (1) year and one (1) day after the later of (a) the
last date on which any Note of any Series was Outstanding and (b) the
date on which all amounts owing to the Series Enhancers pursuant to the
terms of the Indenture and the Enhancement Agreements have been paid in full.  Section 1312.WAIVER OF JURY TRIAL.  EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTY
HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL
ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING
ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS INDENTURE OR ANY OTHER TRANSACTION
DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR
ENFORCEMENT HEREOF OR THEREOF.  Section 1313.Waiver of Immunity.  To
the extent that any party hereto or any of its property is or becomes entitled
at any time to any immunity on the grounds of sovereignty or otherwise from any
legal actions, suits or proceedings, from set-off or counterclaim, from the
jurisdiction or judgment of any competent court, from service of process, from
execution of a judgment, from attachment prior to judgment, from attachment in
aid of execution, or from execution prior to judgment,  65


or
other legal process in any jurisdiction, such party, for itself and its
successors and assigns and its property, does hereby irrevocably and
unconditionally waive, and agrees not to plead or claim, any such immunity with
respect to its obligations, liabilities or any other matter under or arising
out of or in connection with this Indenture, the other Transaction Documents or
the subject matter hereof or thereof, subject, in each case, to the provisions
of the Transaction Documents and mandatory requirements of Applicable Law.  Section 1314.Judgment Currency.  The
parties hereto (A) acknowledge that the matters contemplated by this
Indenture are part of an international financing transaction and (B) hereby
agree that (i) specification and payment of Dollars is of the essence, (ii) Dollars
shall be the currency of account in the case of all obligations under the
Transaction Documents unless otherwise expressly provided herein or therein, (iii) the
payment obligations of the parties under the Transaction Documents shall not be
discharged by an amount paid in a currency or in a place other than that
specified with respect to such obligations, whether pursuant to a judgment or
otherwise, except to the extent actually received by the Person entitled
thereto and converted into Dollars by such Person (it being understood and
agreed that, if any party hereto shall so receive an amount in a currency other
than Dollars, it shall (A) if it is not the Person entitled to receive
payment, promptly return the same (in the currency in which received) to the
Person from whom it was received or (B) if it is the Person entitled to
receive payment, either, in its sole discretion, (x) promptly return the
same (in the currency in which received) to the Person from whom it was
received or (y) subject to reasonable commercial practices, promptly cause
the conversion of the same into Dollars), (iv) to the extent that the
amount so paid on prompt conversion to Dollars under normal commercial
practices does not yield the requisite amount of Dollars, the obligee of such
payment shall have a separate cause of action against the party obligated to
make the relevant payment for the additional amount necessary to yield the
amount due and owing under the Transaction Documents, (v) if, for the
purpose of obtaining a judgment in any court with respect to any obligation
under any of the Transaction Documents, it shall be necessary to convert to any
other currency any amount in Dollars due thereunder and a change shall occur
between the rate of exchange applied in making such conversion and the rate of
exchange prevailing on the date of payment of such judgment, the obligor in
respect of such obligation will pay such additional amounts (if any) as may be
necessary to insure that the amount paid on the date of payment is the amount
in such other currency which, when converted into Dollars and transferred to
New York City, New York, in accordance with normal banking procedures, will
result in realization of the amount then due in Dollars and (vi) any
amount due under this paragraph shall be due as a separate debt and shall not
be affected by or merged into any judgment being obtained for any other sum due
under or in respect of the Transaction Documents.  Section 1315.[Reserved].  Section 1316.Consents and Approvals.  If a
consent or approval from any Person (other than the Indenture Trustee, the
Transition Agent, the Issuer and other than any Noteholder) is required to be
provided to the Issuer under this Indenture or any Supplement, such consent or
approval shall be deemed to have been given if the Issuer does not receive a
written objection from such Person within ten (10) Business Days after a
written request by the Issuer for such consent or approval shall have been
given.  Section 1317.Counterparts.  This
Indenture may be executed in two or more counterparts, and by different parties
on separate counterparts, each of which shall be an original, but all of which
shall constitute one and the same instrument. 
Delivery of an executed counterpart of this Indenture by facsimile or by
electronic means shall be equally effective as of the delivery of an originally
executed counterpart.  66


IN
WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
Indenture to be duly executed and delivered, all as of the day and year first
above written.  TAL
  ADVANTAGE IV LLC,By:
  TAL
  International Container Corporation,its
  managerBy:Name:Title:   TAL III INDENTURE


WELLS
  FARGO BANK, NATIONAL ASSOCIATION,not
  individually but solely as Indenture TrusteeBy:Name:Title:


APPENDIX A  MASTER INDEX OF DEFINED TERMS  Except
as otherwise provided herein, all references to any agreement defined in this
Appendix A shall be deemed to include such agreement as the same may from time
to time be amended, supplemented or otherwise modified in accordance with its
terms and, where applicable, the terms of the other Transaction Documents.  In the event of a conflict, the terms set
forth in this Appendix A shall supersede and govern.  All references to statutes (including the UCC),
rules and regulations shall be deemed to include such statutes, rules and
regulations as the same may be from time to time amended, supplemented or
otherwise modified, in each case unless otherwise specified herein. All
definitions contained or referred to herein shall be equally applicable to both
the singular and plural forms of the terms defined. All references to any
Person shall include its successors and permitted assigns. All references to including
are not intended to limit the generality of any description preceding such term
and for purposes hereof and of each Transaction Document the rule of ejusdem generis shall not be applicable to
limit a general statement following or referable to an enumeration of specific
matters to matters similar to those specifically mentioned.  This Appendix A shall be considered to be a
part of the Indenture, and may be amended from time to time in accordance with
the provisions thereof.  Accountants Report:  This term shall have the meaning set forth in
Section 4.1.6 of the Management Agreement.  Account Debtor:  Any account debtor, as such term is defined
in the UCC.  Accounts:  Any account, as such term is defined in the
UCC.  Actual Net Operating Income:  This term shall have the meaning set forth in
Section 5.1.1 of the Management Agreement.  Adjusted Net Book Value:  With respect to any Managed Containers being
sold, an amount equal to (x) the sum of the respective Net Book Values of
such Managed Containers at the time of sale, minus(y) any
insurance proceeds, amounts paid by lessees or other Collections received by
the Issuer in respect of any damage to such Managed Container which was not
repaired prior to sale or in respect of any failure of the lessee to make
repairs which were not made prior to sale.  Advance Rate:  Seventy-six
percent (76.00%).  Affiliate:  With respect to any Person, any other Person
directly or indirectly controlling, controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
control, when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms controlling and controlled have meanings correlative to the
foregoing.


Aggregate Net Book Value:  As of any date of determination, the sum of
the Net Book Values (such Net Book Values to be measured as of the last day of
the month immediately preceding such date of determination) of all Eligible
Containers.  Aggregate Note Principal Balance:  As of any date of determination, an amount
equal to the sum of the then unpaid principal balance of all Series of
Notes then Outstanding.  Ancillary Fees:  All fees paid to and received by the Manager
under Lease Agreements for drop-off, pick-up or repositioning charges, handling
fees, repair payments and repair insurance fees which are attributable to the
Managed Containers.  Applicable Law:  With respect to any Person or Managed
Container, all existing laws, rules, regulations (including proposed, temporary
and final income tax regulations), statutes, treaties, codes, ordinances,
permits, certificates, orders and licenses of and interpretations by any
Governmental Authority and judgments, decrees, injunctions, writs, or orders of
any court, arbitrator or other administrative, judicial, or quasi judicial
tribunal or agency of competent jurisdiction applicable to such Person or
Managed Container.  Asset Base:As of any date of determination, an amount equal to
the sum of (a) the product of (i) the Advance Rate times
(ii) the sum of (A) the Aggregate Net Book Value, plus (B) up to
the Receivables Threshold of receivables resulting from the sale or other
disposition of one or more Eligible Containers that were either owned by the
Issuer or subject to a Finance Lease for which the Issuer is the lessor, so
long as such receivables were not outstanding for more than 60 days
(measured from the issue date of such receivables), plus (b) the amount on
deposit in the Restricted Cash Account, such amount to be determined after
giving effect to all withdrawals from and deposits to the Restricted Cash
Account on such date.  Asset Base Certificate:  A certificate with appropriate insertions setting
forth the components of the Asset Base, as of the last day of the month for
which such certificate is submitted, which certificate shall be substantially
in the form attached as Exhibit E to the Indenture and shall be certified
by an Authorized Signatory of the Manager.  Asset Base Deficiency:  As of any Payment Date, the condition that
exists if the Aggregate Note Principal Balance (calculated after giving effect
to all payments of Minimum Principal Payment Amounts and Scheduled Principal
Payment Amounts to be paid on such Payment Date) exceeds the Asset Base.  If such term is used in a quantitative
context, the amount of the Asset Base Deficiency shall be equal to the amount
of such excess.  Authorized Officer:  Any of the chief executive officer, president,
chief financial officer, treasurer, general counsel or other senior officer of
the Manager.  Authorized Signatory:  Any Person designated in a certificate of a
secretary or assistant secretary of a Person (or, in the case of a Person that
is a limited liability company, any Person designated in a certificate of a
secretary or assistant secretary of the manager of such limited liability
company) or by written notice by such Person delivered to the Indenture Trustee
and the related Series Enhancer, if any, as authorized to execute
documents and instruments on behalf of such Person.  A-2


Available Distribution Amount:  This term shall have the meaning set forth in
Section 302(c) of the Indenture.  Back-up Manager: Any Person that shall enter into a Back-up
Management Agreement as the Back-up Manager, together with its successors and
assigns.  Back-up Manager Event: This term shall have the
meaning set forth in Section 3.11.1 of the Management Agreement.  Back-up Management Agreement:  Any Back-up Management Agreement that is
entered into pursuant to Section 3.11 of the Management Agreement, as
amended, supplemented or otherwise modified from time to time.  Back-up Management Fee: Any fee to be paid to the
Back-up Manager, in accordance with the Back-up Management Agreement.  Bankruptcy Code:  The United States Bankruptcy Reform Act of
1978, as amended.  Benefit Plan:An employee
benefit plan as defined in Section 3(3) of ERISA that is subject to
Title I of ERISA, a plan within the meaning of Section 4975(e)(1) of
the Code or an entity whose underlying assets include plan assets of any of
the foregoing by reason of an employee benefit plans or plans investment in
such entity.  Benefit Plan Investor:An employee benefit plan as defined in Section 3(3) of
ERISA whether or not it is subject to Title I of ERISA, a plan within the meaning
of Section 4975(e)(1) of the Code or an entity whose underlying
assets include plan assets of any of the foregoing by reason of an employee
benefit plans or plans investment in such entity.  Book-Entry Custodian:The Person appointed pursuant to the terms of
the Indenture to act in accordance with that certain agreement such Person has
with the Depositary, in which the Depositary delegates its duties to maintain
the Global Notes to such Person and authorizes such Person to perform such
duties.  Breakage Costs:  With respect to any Series of Notes,
this term shall have the meaning set forth in the relevant Supplement.  Business Day:  Any day other than a Saturday, a Sunday or a
day on which banking institutions in New York City, the city in which the
Corporate Trust Office of the Indenture Trustee is located, or the city in
which the headquarters of the Transition Agent is located, are authorized or
are obligated by law, executive order or governmental decree to be closed.  Capital Improvements:  Any structural changes required to be made to
the Containers so as to comply with applicable governmental or industry
standards.  Casualty Loss:  With respect to any Managed Container as of
any date of determination, any of the following events or conditions:  (i)total loss or
destruction thereof;  A-3


(ii)theft or
disappearance thereof without recovery within sixty (60) days after such theft
or disappearance becomes known to the Issuer, the Manager or any of its
Affiliates;  (iii)damage
rendering such Managed Container unfit for normal use and, in the judgment of
the Issuer or the Manager, beyond repair at reasonable cost; or  (iv)any
condemnation, seizure, forced sale or other taking of title to or use of such
Managed Container.  Casualty Proceeds:  Any payment to, or on behalf of, the Issuer
in connection with a Casualty Loss.  CEU:  The
abbreviation used for cost equivalent unit.  Change of Control: 
Unless the Requisite Global Majority shall otherwise approve, the
occurrence of the following event or series of events: the Manager shall (A) consolidate
or merge with or into any Person, unless (i) the Manager is the surviving
entity, and (ii) at least seventy percent (70%) of the consolidated assets
of the Manager and its Consolidated Subsidiaries following such consolidation
or merger are held in connection with a Permitted Business (as defined in the
Credit Agreement), or (B) enter into or permit any purchase, sale,
assignment, transfer, conveyance or other acquisition or disposition of assets
which would result in less than seventy percent (70%) of the consolidated
assets of the Manager and its Consolidated Subsidiaries (measured after giving
effect to such transaction) to be held in connection with a Permitted Business,
or (C) cease to be a wholly-owned Subsidiary of TAL International Group.  Chattel Paper:  Any lease or other chattel paper, as such
term is defined in the UCC.  Claim:  This
term shall have the meaning set forth in Section 14.1 of the Management
Agreement.  Class:  All
Notes having the same rights to payment under the Indenture and any Supplement.  Closing Date:  June 28, 2010.  Code:  The
Internal Revenue Code of 1986, as amended, or any successor statute thereto.  Collateral:  This term shall have the meaning set forth in
the Granting Clause of the Indenture.  Collection Period:  With respect to the first Payment Date, the
period commencing on the Closing Date and ending on the last day of the next
succeeding calendar month and, for any subsequent Payment Date, the period from
and including the first day of the calendar month immediately preceding the
calendar month in which such Payment Date occurs through and including the last
day of such calendar month.  A-4


Collections:  With respect to any Collection Period, an
amount equal to the sum of all payments of Estimated Net Operating Income
(including any adjustment payments with respect thereto) received by the Issuer
pursuant to the terms of Section 5.1.1 of the Management Agreement
actually received by, or on behalf of, the Issuer with respect to the Managed
Containers during such Collection Period, and, to the extent not included in
the foregoing, all Casualty Proceeds, Sales Proceeds and Warranty Purchase
Amounts actually received by the Issuer during such Collection Period.
Collections for any Collection Period shall include any of the foregoing
amounts which are received in any Collection Period but which are deposited in
the Trust Account (within the time required by Section 302 of the
Indenture) during the immediately succeeding Collection Period; provided, however, that with respect to any rental or other
payments received from a lessee during a particular Collection Period which
relate to a future Collection Period, such advance payments shall constitute Collections
in the future Collection Period to which such amounts relate and shall not
constitute Collections in the Collection Period in which such amounts are
received.  Commercial Tort Claim:  Any commercial tort claim, as such term is
defined in the UCC.  Commitment:  This term shall have the meaning given to
such term, if applicable, in the related Supplement.  Commitment Fee:  This term shall have the meaning given to
such term, if applicable, in the related Supplement.  Competitor:Any Person engaged and competing with any of
the Issuer or the Manager in the container or chassis leasing business;provided,
however,that in no event shall
any insurance company, bank, bank holding company, savings institution or trust
company, fraternal benefit society, pension, retirement or profit sharing trust
or fund, or any collateralized bond obligation fund or similar fund (or any
trustee of any such fund) or any holder of any obligations of any such fund
(solely as a result of being such a holder) be deemed to be a Competitor unless
such Person or any of its Affiliates are directly and actively engaged in the
operation of a container or chassis leasing business.  Concentration Account:  The bank account to which lessees are
instructed to make payments in respect of Managed Containers.  As of the Closing Date, the Concentration
Account is account number 3553-7713 at Citibank, N.A.  Concentration Finance Lease:  Any Lease for a container that was purchased
directly from the manufacturer and whose initial Lease Agreement provides the
lessee the right or option to purchase the Container at the expiration of the
Lease and whose initial Lease Agreement satisfies the criteria for
classification as a capital lease pursuant to GAAP, including Statement of
Financial Account Standards No. 13, as amended.  Concentration Limits:  The following limitations on the types of
Containers eligible to be an Eligible Container (which limitations shall be
applied on each Transfer Date and shall be calculated so as to give effect to
the transfer under consideration), as modified from time to time with the
consent of the Requisite Global Majority:  A-5


(a)Maximum Concentration
of Dry Freight Special Containers.  The sum of the Net Book Values of all
Eligible Containers that are Specialized Containers (other than refrigerated
Containers) shall not exceed twenty-five percent (25%) of the Aggregate Net
Book Value;  (b)Maximum
Concentration of Concentration Finance Leases.  (i)The sum of the
Net Book Values of all Eligible Containers that are subject to a Concentration
Finance Lease shall not exceed twenty percent (20%) of the Aggregate Net Book
Value;  (ii)The sum of the
Net Book Values of all Eligible Containers then on Lease to any single lessee
(other than MSC) that are subject to a Concentration Finance Lease shall not
exceed five percent (5%) of the Aggregate Net Book Value; and  (iii)The sum of the
Net Book Values of all Eligible Containers that are subject to a Concentration
Finance Lease for which MSC is the lessee shall not exceed fifteen percent
(15%) of the Aggregate Net Book Value.  (c)Maximum
Concentration of Non-Monthly Rental Payments.  The sum of the Net Book Values of all
Eligible Containers subject to Lease Agreements for which rentals are payable
less frequently than monthly shall not exceed five percent (5%) of the
Aggregate Net Book Value;  (d)Maximum
Concentration of Non-U.S. Currency Rentals.  The sum of the Net Book Values of all
Eligible Containers subject to Lease Agreements for which rentals are payable
in a currency other than Dollars and which are not the subject of a Currency
Hedge Agreement shall not exceed two percent (2%) of the Aggregate Net Book
Value;  (e)Maximum
Concentration of Non-Marine Cargo Users.  The sum of the Net Book Values of all
Eligible Containers subject to Lease Agreements under which the lessee is a
Person that is not a marine cargo user shall not exceed seven percent (7%) of
the Aggregate Net Book Value;  (f)Maximum
Concentration of any Three Lessees.  The sum of the Net Book Values of all
Eligible Containers then on lease to any three lessees shall not exceed sixty
percent (60%) of the then Aggregate Net Book Value; provided, however, that if
two or more lessees shall engage in any transaction (whether through merger,
consolidation, stock sale, asset sale or otherwise) pursuant to which a lessee
shall become the owner of, or interest holder in, any other lessees leasehold
interests in one or more Eligible Containers and the effect of such transaction
is to cause a breach of the foregoing threshold, then the foregoing threshold
shall on the effective date of such transaction be increased to an amount equal
to the quotient, expressed as a percentage, (x) the numerator of which
shall equal the sum of (A) the sum of the Net Book Values of all Managed
Containers on lease to such transacting lessees immediately prior to such
transaction, and (B) the sum of the Net Book Values of all Managed
Containers then on lease to the two other lessees having the most Managed
Containers then on lease with the Issuer (measured by Net Book Value) and (y) the
denominator of which shall equal the then Aggregate Net Book Value); and
provided further that, if the foregoing limitation has been increased above  A-6


sixty percent (60%) by operation of the above
proviso, then any additional Managed Containers subsequently leased to any of
such three lessees shall not be considered Eligible Containers until such time
as the sum of the Net Book Values of all Managed Containers then on lease to
such three lessees does not exceed an amount equal to sixty percent (60%) of
the then Aggregate Net Book Value;  (g)Maximum
Concentration for any Single Lessee.  The sum of the Net Book Values of all
Eligible Containers then on Lease to any single lessee shall not exceed an
amount equal to (A) with respect to any of the lessees set forth in
Schedule I to the Indenture, the percentage of the Aggregate Net Book Value set
opposite the name of such lessee on such schedule, and (B) with respect to
any lessee not covered by clause (A), seven percent (7%)  of the then Aggregate Net Book Value;
provided, however, that if two or more lessees shall engage in any transaction
(whether through merger, consolidation, stock sale, asset sale or otherwise)
pursuant to which a lessee shall become the owner of, or interest holder in,
any other lessees leasehold interests in one or more Eligible Containers, the
foregoing threshold set forth in clauses (A) and (B) shall on the
effective date of such transaction be increased with respect to such acquiring
or, in the case of a merger, surviving lessee to equal the greater of (i) the
sum of the applicable percentage limitations for the transacting lessees as set
forth in clauses (A) and (B) above, and (ii) a quotient,
expressed as a percentage, (x) the numerator of which shall equal the sum
of the Net Book Values of all Managed Containers on Lease to such transacting
lessees immediately prior to such transaction and (y) the denominator of
which shall equal the then Aggregate Net Book Value).  Consolidated Cash Interest Expense. For any period, the
difference of (i) the aggregate Consolidated Interest Expense for such
period, minus (ii) to the extent included in such aggregate Consolidated
Interest Expense, and to the extent incurred by TAL International Group or any
of its Consolidated Subsidiaries, (a) amortization or write off of debt or
equity issuance costs and deferred financing costs, (b) interest expense
to the extent not paid in cash attributable to dividends in respect of all
Preferred Equity of TAL International Group and its Consolidated Subsidiaries
that is not Disqualified Stock pursuant to Statement of Financial Accounting
Standards No. 150, Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity, and  (c) any
non-cash interest expense related to (1) any interest expense that has not
been paid in cash, (2) accrued interest on Disqualified Stock to the
extent not paid, and (3) any incremental non-cash interest expense
incurred by TAL International Group or its Subsidiaries as the result of an
accounting change in accordance with GAAP that occurs after the Effective Date,
plus (iii) without duplication, cash interest payments made in such period
(exclusive of any such cash payment funded with the proceeds of an equity
offering or capital contribution) related to Consolidated Interest Expense that
were deducted from Consolidated Cash Interest Expense in a prior period.  Consolidated EBIT. For any period, means the sum of
Consolidated Net Income, plus the following, without duplication, to the extent
deducted in calculating such Consolidated Net Income:  A-7


(1) all
income tax expense of TAL International Group and its Consolidated
Subsidiaries, all taxes incurred by TAL International Group and its
Consolidated Subsidiaries in respect of the repatriation of income from
jurisdictions outside the United States and all amounts paid by TAL
International Group and its Consolidated Subsidiaries pursuant to the terms of
any tax sharing or similar agreement;  (2) the
Consolidated Interest Expense of TAL International Group and its Consolidated
Subsidiaries;  (3) depreciation
and amortization charges of TAL International Group and its Consolidated
Subsidiaries relating to any increased depreciation or amortization charges
resulting from purchase accounting adjustments or inventory write-ups with
respect to acquisitions or the amortization or write-off of deferred debt or
equity issuance costs;  (4) all
other non-cash charges of TAL International Group and its Consolidated
Subsidiaries (other than depreciation expense) minus, with respect to any such
non-cash charge occurring on or after the Closing Date that was previously
added in a prior period to calculate Consolidated EBIT and that represents an
accrual of or reserve for cash expenditures in any future period, any cash
payments made during such period;  (5) any
non-capitalized costs incurred in connection with financings, the Acquisition,
acquisitions of Containers or Chassis or dispositions (including financing and
refinancing fees and any premium or penalty paid in connection with redeeming
or retiring Indebtedness prior to the stated maturity thereof pursuant to the
agreements governing such Indebtedness);  (6) all
non-cash expenses attributable to Incentive Arrangements; and  (7) to
the extent that any portion of the Management Fee payable during such period
was accrued and not paid during such period, the aggregate amount of expenses
attributable to all payments or accruals of Management Fee during such period;  in
each case, for such period and as determined on a consolidated basis in
accordance with GAAP.  Consolidated EBIT to Consolidated Cash Interest Expense Ratio:  As of any date of determination, means the
ratio of (a) the aggregate amount of Consolidated EBIT for the period of
the most recent four consecutive fiscal quarters ending on or prior to the date
of such determination to (b) Consolidated Cash Interest Expense for such
four fiscal quarters.  Consolidated Funded Debt:  As of any date of determination with respect
to a Person, the total amount, without duplication, of: (1) the principal
amount outstanding under all Indebtedness of such Person and such Persons
Consolidated Subsidiaries, (2) all Finance Lease obligations, as lessee,
of such Person and such Persons Consolidated Subsidiaries, and (3) the
aggregate of the present values of future rental payments under any lease of
any container which such Person or any of such Persons Consolidated
Subsidiaries is the lessee (i) that is treated by the lessee as an
operating lease rather than a capital lease in accordance with GAAP, and (ii) in
respect of which the lessor retains or obtains ownership of the property so
leased for federal  A-8


income
tax purposes, in the event, but only in the event, that the aggregate of such
present values shall be in excess of Twenty-Five Million Dollars ($25,000,000).  Consolidated Interest Expense:With respect to any Person for any period,
the aggregate of the interest expense of such Person and its Consolidated Subsidiaries
for such period, on a Consolidated basis, as determined in accordance with
GAAP, and including, without duplication, (a) all amortization or
accretion of original issue discount; (b) the interest component of
payments on Capitalized Leases paid, accrued and/or scheduled to be paid or
accrued by such Person and its Consolidated Subsidiaries during such period;
and (c) net cash costs under all Interest Rate Hedging Agreements
(including amortization of fees).  Consolidated Net Income. For any period, the
aggregate net income (or loss) of TAL International Group and its Consolidated
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP; provided, however, that there shall not
be included in such Consolidated Net Income:  (1) any
gain (or loss) realized upon the sale or other disposition of assets (other
than Containers, Chassis and Related Assets) of TAL International Group, any
Consolidated Subsidiary or any other Person (including pursuant to any
sale-and-leaseback arrangement) which is not sold or otherwise disposed of in
the ordinary course of business and any gain (or loss) realized upon the sale
or other disposition of any Capital Stock of any Person;  (2) extraordinary
gains or losses, as determined in accordance with GAAP;  (3) income
or loss attributable to discontinued operations (including, without limitation,
operations disposed of during such period whether or not such operations were
classified as discontinued);  (4) the
cumulative effect of a change in accounting principles, as determined in
accordance with GAAP;  (5) any
adjustments, restructuring costs, non-recurring expenses, non-recurring fees,
non-operating expenses, charges or other expenses (including bonus and
retention payments and non-cash compensation charges) (a) made or incurred
in connection with the Acquisition or the financing thereof or (b) incurred
in connection with acquisitions of Containers and/or Chassis;  (6) Systems/Organizational
Establishment Expenses; and  (7) any
net income (or loss) of any Person (other than TAL Group) if such Person is not
a Restricted Subsidiary of TAL International Group; provided, that TAL
International Group, or any of its Consolidated Subsidiarys, equity in the net
income of any such Person for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash actually distributed
by such Person during such period to TAL International Group or such
Consolidated Subsidiary as a dividend or other distribution, in each case for such
period.  Consolidated Subsidiaries:  With respect to any Person, each Restricted
Subsidiary of such Person that is required to be consolidated with such Person
in accordance with GAAP.  A-9


Consolidated Tangible Net Worth: As of any date of
determination with respect to a Person, the excess of: (a) the tangible
assets of such Person and such Persons Consolidated Subsidiaries calculated in
accordance with GAAP plus the aggregate amount of Consolidated Funded Debt of
the type specified in clause (3) of the definition of Consolidated Funded
Debt, over (b) all Indebtedness of such Person and its Consolidated
Subsidiaries; provided, however, that (i) in no event shall there be
included in the above calculation any intangible assets such as patents,
trademarks, trade names, copyrights, licenses, goodwill, organizational costs,
amounts relating to covenants not to compete, or any impact from applications
of FASB 133, and (ii) securities included as such intangible assets shall
be taken into account at their current market price or cost, whichever is
lower.  Container:  Any marine and maritime container (including
dry cargo containers, refrigerated containers (including the associated
refrigeration machine), generator sets, gps devices and Specialized Containers)
to which any Person either (i) has good title and that is held for lease
or sale or (ii) is lessor under any Finance Lease.  Container Fleet:  At any time, the fleet of Containers owned or
managed by TAL.  Container Identification Number:  The unique alpha-numeric reference assigned
to a Managed Container which is painted on or affixed to such Managed
Container.  Container Management System:  The TERMS 2000 equipment tracking and
billing system used by the Manager and any upgrade of, successor to, or
replacement for, such system.  Container Related Agreement:  Any agreement relating to the Managed
Containers or agreements relating to the use or management of such Managed
Containers whether in existence on the Closing Date or thereafter acquired,
including, but not limited to, all Leases, the Management Agreement, the
Contribution and Sale Agreement and the Chattel Paper to the extent it arises
out of or in any way relates to the Managed Containers now owned or hereafter
acquired by the Issuer.  Container Representations and Warranties:  With respect to each Container, the
representations and warranties of the Seller as set forth in paragraphs (v) through
(hh) inclusive of Section 3.01 of the Contribution and Sale Agreement.  Container Revenues:  For any Collection Period, all amounts paid
to and received by the Manager which are attributable to the Managed
Containers, including but not limited to (i) per diem rental charges
(excluding any prepayments thereof), Ancillary Fees and all charges paid in
respect of the Managed Containers pursuant to Lease Agreements (including,
without duplication, payments on Finance Leases in respect of Managed
Containers) but excluding Excluded Amounts, (ii) amounts received from the
manufacturers or sellers of the Managed Containers for breach of sale
warranties relating thereto or in settlement of any claims, losses, disputes or
proceedings relating to the Managed Containers, (iii) amounts received
from any other Person in settlement of any claims, losses, disputes or
proceedings relating to the Managed Containers, including insurance proceeds
relating thereto, and (iv) any insurance premiums relating to the Managed
Containers which have been refunded by the insurer. Notwithstanding the
foregoing, Container Revenues shall not include Sales Proceeds or Casualty
Proceeds.  A-10


Container Transfer Certificate:  A Container Transfer Certificate,
substantially in the form of Exhibit B to the Contribution and Sale
Agreement, executed and delivered by the Seller and the Issuer in accordance
with the terms of the Contribution and Sale Agreement.  Contingent Obligation:  As to any Person, means any obligation of
such Person as a result of such Person being a general partner of any other
Person, unless the underlying obligation is expressly made non-recourse as to
such general partner, and any obligation of such Person guaranteeing or
intended to guarantee any Indebtedness, leases, dividends or other obligations
(primary obligations) of any other Person (the primary obligor) in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, (i) to purchase any
such primary obligation or any property constituting direct or indirect
security therefor, (ii) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to maintain
working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or
hold harmless the holder of such primary obligation against loss in respect
thereof; provided, however, that the term Contingent Obligation
shall not include endorsements of instruments for deposit or collection in the
ordinary course of business.  The amount
of any Contingent Obligation shall be deemed to be an amount equal to the
lesser of (x) the stated or determinable amount of the primary obligation
in respect of which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith and (y) the stated amount of such Contingent Obligation.  Contracts:  All contracts, undertakings, franchise
agreements or other agreements (other than rights evidenced by Chattel Paper,
Documents or Instruments) in or under which the Issuer may now or hereafter
have any right, title or interest, including, without limitation, the
Management Agreement, the Contribution and Sale Agreement, any Interest Rate
Hedge Agreements, any Currency Hedge Agreements and any related agreements,
security interests or UCC or other financing statements and, with respect to an
Account, any agreement relating to the terms of payment or the terms of
performance thereof.  Contribution and Sale Agreement:  The Contribution and Sale Agreement, dated as
of June 28, 2010, between the Seller and the Issuer, as such agreement
shall be amended, modified or supplemented from time to time in accordance with
its terms.  Control Agreement:  This
term shall have the meaning set forth in Section 303(b) of the
Indenture.  Control Party:  This term shall have the meaning set forth in
the Supplement for the related Series.  Conversion Date:  The date of the occurrence of a Conversion
Event.  A-11


Conversion Events:  With
respect to a Series of Warehouse Notes, the occurrence or existence of any
of the following events or conditions: (i) the expiration of the stated
period of time set forth in the definition of Conversion Date in the related
Supplement, unless such period is extended in accordance with the terms of such
Supplement, and (ii) the occurrence of an Early Amortization Event under
any Series of Notes then Outstanding.  Corporate Trust Office:  The principal office of the Indenture Trustee
at which at any particular time its corporate trust business shall be
administered, which office shall initially be located at MAC N9311-161, Sixth
Street and Marquette Avenue, Minneapolis, Minnesota 55479.  Credit Agreement:  That
certain Credit Agreement, dated as of August 15, 2007, as amended,
restated, or otherwise modified in accordance with its terms, among TAL
International Container Corporation, as borrower, the lenders from time to time
party thereto and National City Bank, as administrative agent and collateral
agent thereunder.  Credit and Collection Policy:  This term is defined in Section 8.1.11
of the Management Agreement.  Currency Hedge Agreement:  An agreement between the Issuer and the
Currency Hedge Counterparty named therein, including any schedules and
confirmations prepared and delivered in connection therewith, each in form and
substance acceptable to the Requisite Global Majority and for which the Rating
Agency Condition has been satisfied, with respect to one or more Lease(s) for
which the related lessee is obligated to make payments denominated in a
currency other than Dollars pursuant to which (i) the Issuer will receive
payments from, or make payments to, the Currency Hedge Counterparty in such
currency and (ii) recourse by the Currency Hedge Counterparty to the
Issuer is limited to actual rental payments received under such Lease.  Currency Hedge Counterparty: Any Eligible Currency
Hedge Counterparty or any counterparty to a currency hedging instrument
permitted to be entered into pursuant to the Indenture.  Deal Agent:  The deal agent or agents identified, if
applicable, in each Supplement.  Default Fee:  The incremental interest specified in the
related Supplement payable by the Issuer resulting from the failure of the
Issuer to pay in full any amount due under the Indenture on any Series of
Notes Outstanding when such amount becomes due.  Default Rate:The rate of
interest specified in the related Supplement applicable to a Note then earning
Default Fee, but in no event to exceed two percent (2%) over the interest rate
per annum otherwise then applicable to such Note.  Deficiency Amount: With respect to each Series, this term
shall have the meaning set forth in the related Supplement.  Definitive Note:  A Note issued in definitive form pursuant to
the terms and conditions of Section 202 of the Indenture.  A-12


Deposit Accounts:  Any deposit accounts, as such term is defined
in the UCC.  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 thereunder. For purposes of the Indenture,
unless otherwise specified pursuant to Section 202 of the Indenture, any
successor Depositary shall, at the time of its designation and at all times
while it serves as Depositary, be a clearing agency registered under the
Exchange Act.  Depositary Participant:  A broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depositary effects
book-entry transfers and pledges of securities deposited with the Depositary.  Determination Date:  The third (3rd) Business Day prior to any Payment Date.  Direct Operating Expenses:  All direct expenses and costs, calculated on
an accrual basis in accordance with GAAP, incurred in connection with the
ownership, use and/or operation of a Managed Container, including but not
limited to: (i) agency costs and expenses; (ii) depot fees, handling,
and storage costs and expenses; (iii) survey, maintenance and repair
expenses (including the actual or estimated cost of repairs to be made pursuant
to a damage protection plan); (iv) repositioning expense; (v) the
cost of inspecting, marking and remarking such Managed Container; (vi) third-party
fees for bankruptcy recovery; (vii) legal fees incurred in connection with
enforcing rights under the leases of such Managed Container or repossessing
such Managed Container; (viii) insurance expense; (ix) federal,
state, local and foreign taxes, levies, duties, charges, assessments, fees,
penalties, deductions or withholdings assessed, charged or imposed upon or
against such Managed Container, including but not limited to ad valorem, gross
receipts and/or other property taxes imposed against such Managed Container or
against the revenues generated by such Managed Container (but not including
income taxes imposed on the Manager or any of its Affiliates); (x) expenses,
liabilities, claims and costs (including without limitation reasonable
attorneys fees) incurred by the Issuer or the Manager (on behalf of the Issuer)
by any third party arising directly or indirectly (whether wholly or in part)
out of the state, condition, operation, use, storage, possession, repair,
maintenance or transportation of such Managed Container; (xi) expenses and
costs (including legal fees) of pursuing claims against manufacturers or
sellers of such Managed Container; and (xii) non-recoverable sales and
value-added taxes on such expenses and costs; provided, however, that in no
event shall either of the following be considered a Direct Operating Expense: (a) any
selling, general and administrative expenses of TAL International Group, the
Issuer or any of their Subsidiaries, or (b) the Management Fee.  Director Services Agreement:  The Director Services Agreement, dated as of June 28,
2010, among the Manager, the Issuer and the Director Services Provider, and all
amendments and supplements thereto.  Director Services Provider:  Lord Securities Corporation and its permitted
successors and assigns.  A-13


Disposition Fees:  With
respect to any Managed Container that (i) has been sold to a third party,
or (ii) is the subject of a Casualty Loss, an amount equal to the product
of (x) five percent (5%) and (ii) the Sales Proceeds or Casualty Proceeds,
as the case may be, realized thereon.  Documents:  Any documents, as such term is defined in the
UCC.  Dollars:  The lawful money of the United States of
America. This definition will be equally applicable to the sign $.  Early Amortization Event:  The occurrence of any of the events or
conditions set forth in Section 1201 of the Indenture.  Eligible Account:  Either (a) a segregated account with an
Eligible Institution or (b) a segregated trust account with the corporate
trust department of a depository institution organized under the laws of the
United States or any of the states thereof, including the District of Columbia
(or any domestic branch of a foreign bank), and acting as a trustee for funds
deposited in such account, so long as the senior securities of such depository
institution shall have a credit rating from each Rating Agency in one of its
generic credit rating categories no lower than Aa2 or AA, as the case may be,
or (c) any account held with the Indenture Trustee.  Eligible Assignee: Any of the following: (i) a
Noteholder; (ii) an Affiliate of a Noteholder; (iii) any insurance
company or commercial banking institution, in each case, that is not a
Competitor; and (iv) any other Person (other than a natural person)
approved by the Issuer (such approval not to be unreasonably withheld or
delayed).  Eligible Container:  Any Managed Container which, individually or
when considered with all Managed Containers then owned by the Issuer that are
included in the Asset Base, as the case may be, shall comply with each of the
following requirements:  (i)No Liens. The Issuer
either (A) has good and marketable title to such Managed Container, free
and clear of all Liens other than (x) Permitted Encumbrances and (y) a
manufacturers or vendors lien for the unpaid purchase price of such Managed
Container so long as such unpaid purchase price is paid within two Business
Days following the later of the acquisition of such Managed Container by the
Issuer or the inclusion of such Managed Container in the Asset Base; or (B) is
the lessor of such Managed Container under a Finance Lease for which the filing
specified in Section 2.03(a)(iii) of the Contribution and Sale
Agreement has been made and the Issuer has good title to such Finance Lease
free and clear of all Liens other than Permitted Encumbrances; and  (ii)Specifications. Such Managed
Container substantially conforms to the standard specifications used by the
Manager from time to time for that category of Managed Container and to any
applicable standards promulgated by the International Organization for
Standardization; and  (iii)Container
Representations and Warranties. Such Managed Container
complies with the Container Representations and Warranties; and  A-14


(iv)Casualty Losses. Such
Container shall not have suffered a Casualty Loss; and  (v)Concentration
Limits. Such Container, when considered with all other Eligible Containers
owned by the Issuer, satisfies the Concentration Limits; and  (vi)Rights of
Lessor Are Assignable.  The
rights of the lessor under a Lease Agreement to which a Managed Container is
subject (including the right to receive payments from end users) are
assignable; and  (vii)Marketable
Title.  The Seller shall have had good
and marketable title to such Managed Container other than (x) Permitted
Encumbrances, (y) a manufacturers or vendors lien for the unpaid
purchase price of such Managed Container so long as such unpaid purchase price
is paid within two Business Days following the later of the acquisition of such
Managed Container by the Issuer or the inclusion of such Managed Container in
the Asset Base or (z) a Managed Container that is subject to a Finance
Lease under which the Seller is the lessor and the Issuer has good title to
such Finance Lease free and clear of all Liens other than Permitted
Encumbrances; and  (viii)Transfer of
Title.  The Seller and the Issuer
shall have taken all necessary actions to transfer title to such Managed
Container (other than if such Managed Container is subject to a Finance Lease
for which the Issuer is the lessor) and all related Leases from the Seller to
the Issuer; and  (ix)No Violation.  The contribution and conveyance of such
Managed Container does not violate any agreement of the Seller; and  (x)General Terms.  The Lease for such Managed Container shall
contain terms that are not substantially different than the terms typically
included in a Lease for a Container in the Container Fleet, it being understood
that, as a matter of normal business practice, some lessees of Containers in
the Container Fleet may negotiate Leases that include terms that are more
favorable than terms in other leases;  (xi)Adverse
Selection.  Such
Managed Container was not subject to any adverse selection procedures other
than as contemplated by the Transaction Documents by either the Seller or the
Manager, whichever may be applicable, in choosing Containers to be transferred
to the Issuer;  (xii)Original
Equipment Cost.  The
Original Equipment Cost of such Container shall be no greater than the cost of
such Container that is recorded on the Sellers books at the time of sale to
the Issuer;  (xiii)Lessee
Insolvency.  As of the
related Transfer Date, the Managed Container is not then under lease to a
lessee which, to the best knowledge of Manager, is the subject of an insolvency
proceeding; and  (xiv)OFAC Compliance.  Such Container is then not on lease to a
Sanctioned Person, or to the actual knowledge of the Issuer or the Manager, is
not subleased to a Sanctioned  A-15


Person or located, operated or used in a Sanctioned
Country unless it is used by the government of the United States or one of its
allies or pursuant to a license granted by OFAC.  Eligible Currency Hedge Counterparty:  Any of the following:  (A) any
bank or other financial institution that satisfies the criteria established by
each applicable Rating Agency; or  (B) any
bank or other financial institution (i) which is otherwise acceptable to
the Requisite Global Majority and each Series Enhancer which is a Control
Party and (ii) for which the Rating Agency Condition (if applicable) has
been satisfied.  Eligible Hedge Counterparty:  Any Eligible Interest Rate Hedge Counterparty
or Eligible Currency Hedge Counterparty, as applicable.  Eligible Institution:  Any one or more of the following
institutions: (i) the corporate trust department of the Indenture Trustee;
provided the Indenture Trustee maintains a long-term unsecured senior debt
rating of at least A- or better from S&P or A3 or better from Moodys,
or (ii) a depositary institution organized under the laws of the United
States of America or any one of the states thereof or the District of Columbia
(or any domestic branch of a foreign bank), (a) which has both (x) a
long-term unsecured senior debt rating of not less than AA by S&P and Aa2
by Moodys, and (y) a short-term unsecured senior debt rating rated in the
highest rating category by each Rating Agency and (b) whose deposits are
insured by the Federal Deposit Insurance Corporation.  Eligible Interest Rate Hedge Counterparty:  Any of the following:  (A) any
bank or other financial institution that satisfies the criteria established by
each applicable Rating Agency; or  (B) any
bank or other financial institution (i) which is otherwise acceptable to
the Requisite Global Majority and each Series Enhancer which is a Control
Party and (ii) for which the Rating Agency Condition (if applicable) has
been satisfied.  Eligible Investments:  One or more of the following:  (i)direct
obligations of, and obligations fully guaranteed as to the full and timely
payment by, the United States of America;  (ii)demand
deposits, time deposits or certificates of deposit of any depository
institution or trust company incorporated under the laws of the United States
of America or any State thereof and subject to supervision and examination by
Federal or State banking or depository institution authorities; provided,
however, that at the time of the investment or contractual commitment to invest
therein, the commercial paper or other short-term unsecured debt obligations
(other than such obligations the rating of which is based on the credit of a
Person other than such depository institution or trust company) thereof shall
be rated A-1+ by S&P and Prime 1 by Moodys;  A-16


(iii)commercial
paper that, at the time of the investment or contractual commitment to invest
therein, is rated A-1+ by S&P and Prime 1 by Moodys;  (iv)bankers
acceptances issued by any depository institution or trust company referred to
in clause (ii) above;  (v)repurchase
obligations with respect to any security pursuant to a written agreement that
is a direct obligation of, or fully guaranteed as to the full and timely
payment by, the United States of America or any agency or instrumentality
thereof the obligations of which are backed by the full faith and credit of the
United States of America, in either case entered into with (x) a
depository institution or trust company (acting as principal) described in
clause (ii) or (y) a depository institution or trust company the
deposits of which are insured by the Federal Deposit Insurance Corporation and
whose commercial paper or other short-term unsecured debt obligations are rated
A-1+ by S&P and Prime 1 by Moodys and long-term unsecured debt
obligations are rated AAA by S&P and Aaa by Moodys; and  (vi)money market
mutual funds registered under the Investment Company Act of 1940, as amended
(including funds for which an Affiliate of the Indenture Trustee is acting as
investment advisor), having a rating, at the time of such investment, from each
of the Rating Agencies in the highest investment category granted thereby.  Enhancement Agreement:  With respect to any Series of Notes, any
agreement, instrument or document governing the terms of any Series Enhancement
or pursuant to which any Series Enhancement is issued for the benefit of
such Series of Notes.  Entitlement Order:  This term shall have the meaning set forth in
the UCC.  Equipment:  This term shall have the meaning set forth in
the UCC.  ERISA:  The
Employee Retirement Income Security Act of 1974, as amended.  ERISA Affiliate:  With respect to any Person, any other Person
with respect to which it is a member of a controlled group of corporations or a
controlled group of trades or businesses, as described in Section 414(b) or
(c) of the Code.  Estimated Net Operating Income:  This term shall have the meaning set forth in
Section 5.1.1 of the Management Agreement.  Eurodollar Reserve Percentage:  As of any date of determination, the reserve
percentage applicable on such day under regulations issued from time to time by
the Federal Reserve Board (or any successor) for determining the maximum
reserve requirement (including, without limitation, any emergency, supplemental
or other marginal reserve requirement) for any Noteholder (or any of its
participants) with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities (as defined in Regulation D of the Federal Reserve
Board, as in effect from time to time) and having a term equal to the Interest
Accrual Period.  Event of Default:  This term has the meaning set forth in Section 801
of the Indenture.  A-17


Excess Deposit:This term has the meaning set forth in Section 5.1.1
of the Management Agreement.  Exchange Act:  The Securities Exchange Act of 1934, as
amended.  Excluded Amounts:  Any payments received from the lessee under a
Lease in connection with any taxes, fees or other charges imposed by any
Governmental Authority, or indemnity payments for the benefit of the originator
of such Lease in its individual capacity made pursuant to such Lease.  Existing Commitment:  With respect to any Series, one of the
following:  (A) for any Series of
Warehouse Notes then Outstanding prior to its Conversion Date, the aggregate
Initial Commitment with respect to such Series of Notes, consisting of one
or more classes, expressed as a dollar amount, as set forth in the related
Supplement and subject to reduction from time to time in accordance with the
related Supplement, (B) for any Outstanding Series of Warehouse Notes
after its Conversion Date the then unpaid principal balance of the Notes of
such Series or (c) for each Series of Term Notes the then unpaid
principal balance of the Notes of such Series.  Expected Final Maturity Date:  If applicable to any Series, the date on
which the principal balance of the Outstanding Notes of such Series is
expected to be paid in full. The Expected Final Maturity Date for a Series shall
be set forth in the related Supplement.  FASB 133:  Statement
of Financial Accounting Standards No. 133  Accounting for Derivative
Instruments and Hedging Activities issued by the Financial Accounting
Standards Board.  Fair Market Value: With respect to any asset (including a
Container), shall mean the price at which a willing buyer, not an Affiliate of
the seller, and a willing seller who does not have to sell, would agree to
purchase and sell such asset, which amount shall be determined in good faith by
the board of directors or other governing body or, pursuant to a specific
delegation of authority by such board of directors or governing body, a designated
senior executive officer of the Issuer, the Manager or the Seller.  Federal Reserve Bank:  One of the twelve regional banks operated by
the Federal Reserve System established by the Federal Reserve Act of 1913 to
regulate the U. S. monetary and banking system.  Federal Reserve Board:  The Board of Governors of the Federal Reserve
System or any successor thereto.  Finance Lease:  Any Lease for a container that is classified
as a financing lease pursuant to GAAP, including Statement of Financial Accounting
Standards No. 13, as amended.  Funding Notice:  With
respect to each Series of Notes, this term, if applicable, shall have the
meaning given to such term in the Note Purchase Agreement for such Series of
Notes.  Financial Assets:  This term shall have the meaning set forth in
the UCC.  A-18


General Intangibles:  Any general intangibles, as such term is
defined in the UCC.  Generally Accepted Accounting Principlesor GAAP: 
Those generally accepted accounting principles and practices which are
recognized as such by the American Institute of Certified Public Accountants
acting through its Accounting Principles Board or by the Financial Accounting
Standards Board or through other appropriate boards or committees thereof
consistently applied as to the party in question.  Global Notes:Collectively, the Rule 144A Global
Notes, the Temporary Regulation S Global Notes and the Permanent Regulation S
Global Notes.  Governmental Authority:  Any of the following:  (a) any federal, state, county,
municipal or foreign government, or political subdivision thereof, (b) any
governmental or quasi-governmental agency, authority, board, bureau,
commission, department, instrumentality or public body, (c) any court or administrative
tribunal or (d) with respect to any Person, any arbitration tribunal to
whose jurisdiction that Person has consented.  Grant:  To
grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and
perfect a security interest in and right of set-off against, deposit, set over
and confirm.  Hedge Agreement:  Any
Interest Rate Hedge Agreement or Currency Hedge Agreement, as applicable.  Hedge Counterparty:  Any Interest Rate Hedge Counterparty or
Currency Hedge Counterparty, as applicable.  Hedging Requirement:  This term shall have the meaning set forth in
Section 628(a) of the Indenture.  Holder:  This
term shall have the same meaning as Noteholder.  Incentive Arrangements. With respect to any
Person, any (a) earn-out agreements, (b) stock appreciation rights, (c) phantom stock plans,
(d) employment agreements, (e) non-competition agreements and
(f) incentive and bonus plans entered into by such Person for the benefit
of, and in order to retain, executives, officers or employees of Persons or
businesses.  Increased Costs:  Any fee, expense or increased cost actually
charged to or incurred by an Indemnified Party for which such Indemnified Party
is entitled to compensation pursuant to the provisions of the related
Supplement.  Indebtedness:  With respect to any Person without
duplication, means (i) all indebtedness (including principal, interest,
fees and charges) of such Person for borrowed money, (ii) all obligations
of such Person in respect of letters of credit, bankers acceptances, and bank
guaranties issued for the account of such Person, (iii) all indebtedness
of the types described in clause (i), (ii), (iv), (v) or (vi) of this
definition secured by any Lien on any property owned by such Person, whether or
not such indebtedness has been assumed by such Person (provided that, if
the Person has not assumed or otherwise become liable in respect of such
indebtedness, such indebtedness shall be deemed to be in an amount equal to the
lesser of (A) the outstanding  A-19


amount
of such Indebtedness and (B) the fair market value of the property to
which such Lien relates as determined in good faith by such Person), (iv) the
aggregate amount of all capitalized lease obligations of such Person, (v) all
Contingent Obligations of such Person and (vi) all obligations of such
Person issued or assumed as the deferred purchase price of property or
services, all conditional sale obligations and all obligations under any title
retention agreement (but excluding trade accounts payable and other accrued
liabilities arising in the ordinary course of business that are either (x) not
overdue by 90 days or more or (y) being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted).  Indemnified Party:  This term shall have the meaning set forth,
if applicable, in the related Supplement.  Indemnity Amounts:  Indemnity payments to the Holders of the
Notes (or their related creditor liquidity providers), or any Series Enhancer
or any Interest Rate Hedge Counterparty or any Currency Hedge Counterparty for
increased costs, funding costs, breakage costs, taxes, other taxes, expenses or
other indemnity payment, including, without limitation, the amounts payable
pursuant to the provisions of the related Supplement.  Indenture:  The Indenture, dated as of June 28,
2010, between the Issuer and the Indenture Trustee, as amended, modified or
supplemented from time to time in accordance with its terms.  Indenture Trustee:  The Person performing the duties of the
Indenture Trustee under the Indenture, initially, Wells Fargo Bank, National
Association and any successors and assigns thereof.  Indenture Trustees Fees:  This term shall have the meaning set forth in
Section 905 of the Indenture.  Independent:  A natural person who at the date of his
appointment as a manager, director or officer possesses the following
qualifications: (a) has prior experience as an independent director or
manager for a corporation or a limited liability company, the corporate
instruments of which require the unanimous consent of all independent directors
thereof before such corporation or limited liability company could consent to
the institution of proceedings against it or could file a petition seeking relief
under any applicable bankruptcy or insolvency law; and (b) has at least
three years of employment experience with one or more entities that provide, in
the ordinary course of their respective businesses, advisory, management or
placement services to issuers of securitization or structured finance
instruments, agreements or securities; provided
always that such individual at the date of such individuals appointment as
such manager, director or officer, or at any time in the preceding five years,
or during such persons tenure shall not be: 
(i) an employee, director, shareholder, manager, partner or officer
of TAL or an affiliate thereof (other than such persons service as an
independent director or manager of TAL or an affiliate thereof); (ii) a
customer or supplier of TAL or an affiliate thereof; (iii) a beneficial
owner at the time of such individuals appointment as an independent manager,
or at any time thereafter while serving as an independent manager, of more than
2% of the voting securities of TAL or an affiliate thereof; (iv) affiliated
with a significant customer, supplier or creditor of TAL or an affiliate  A-20


thereof;
(v) a party to any significant personal service contracts with TAL or an
affiliate thereof; or (f) a member of the immediate family of a person
described in (i) or (ii) above.  Independent Accountants:  Ernst & Young LLP or other
independent certified public accountants of internationally recognized standing
selected by the Issuer and acceptable to the Requisite Global Majority.  Independent Director:A director or manager of the Issuer who is
Independent.  Initial Commitment:  This term shall have the meaning given to
such term, if applicable, in the related Supplement.  Insolvency Law:  The Bankruptcy Code or similar applicable law
in any other applicable jurisdiction.  Insolvency Proceeding:  Any Proceeding under any applicable
Insolvency Law.  Instruments:  Any instrument, as such term is defined in
the UCC, including, without limitation, all notes, certificated securities, and
other evidences of indebtedness, other than instruments that constitute, or are
a part of a group of writings that constitute, Chattel Paper.  Intercreditor Agreement:That certain Intercreditor Agreement, dated
as of April 12, 2006, as amended, modified or supplemented from time to
time in accordance with its terms, among TAL International Container
Corporation, TAL Advantage I LLC, U.S. Bank, National Association, Fortis
Capital Corp., Wells Fargo Bank, National Association, as indenture trustee,
and various other parties from time to time party thereto.  Interest Accrual Period:With respect to each Payment
Date, the period commencing on and including the immediately preceding Payment
Date (or in the case of the initial Payment Date with respect to a Series,
commencing on and including the Issuance Date for such Series) and ending on
and including the day before the current Payment Date.  Interest Rate Hedge Agreement:  An ISDA interest rate swap or cap agreement,
collar or other hedging instrument between the Issuer and the Interest Rate
Hedge Counterparty named therein, each in form and substance reasonably
acceptable to the Requisite Global Majority, that complies with the guidelines
set forth in Section 628 of the Indenture and pursuant to which (i) the
Issuer will receive payments from, or make payments to, the Interest Rate Hedge
Counterparty based on LIBOR and (ii) recourse by the Interest Rate Hedge
Counterparty to the Issuer is limited to distributions in accordance with the
priority of payments set forth in Section 302 and Section 806 of the
Indenture, as applicable.  Interest Rate Hedge Counterparty:  Any Eligible Interest Rate Hedge Counterparty
or any counterparty to a cap, collar or other hedging instrument permitted to
be entered into pursuant to the Indenture.  Inventory:  Any inventory, as such term is defined in the
UCC.  A-21


Investment:  When used in connection with any Person, any
investment by or of that Person, whether by means of purchase or other
acquisition of securities of any other Person or by means of loan, advance,
capital contribution, guaranty or other debt or equity participation or
interest in any other Person, including any partnership and joint venture
interests of such Person in any other Person. The amount of any Investment
shall be the original principal or capital amount thereof less all returns of
principal or equity thereon (and without adjustment by reason of the financial
condition of such other Person) and shall, if made by the transfer or exchange
of property other than cash, be deemed to have been made in an original
principal or capital amount equal to the fair market value of such property;
provided, however, that the term Investment shall not include (i) any
prepaid expenses, negotiable instruments held for collection and lease, utility
and workers compensation, performance and other similar deposits made in the
ordinary course of business, (ii) receivables owing to the Issuer, if
created or acquired in the ordinary course of its business and payable or
dischargeable in accordance with customary trade terms of the Issuer, or (iii) any
investments (including debt obligations) received by the Issuer in connection with
the bankruptcy or reorganization of lessees, suppliers, trade creditors,
licensees, licensors and customers and in good faith settlement of delinquent
obligations of, and other disputes with, lessees, suppliers, trade creditors,
licensees, licensors and customers arising in the ordinary course of business.  Investment Letter:  A letter substantially in the form of Exhibit B
to the Indenture.  Investment Property:  This term shall have the meaning set forth in
the UCC.  ISDA: 
International Swaps and Derivatives Association, Inc., and any
successor thereto.  Issuance Date:  With
respect to any Series, the date on which the Notes of such Series are to
be originally issued in accordance with the Indenture and the related
Supplement.  Issuer:  TAL
Advantage IV LLC, a limited liability company organized under the laws of
Delaware, and its permitted successors and assigns.  Issuer Cash Interest Expense:  With respect to the Issuer for any period, an
amount equal to the difference of (1) the Issuer Interest Expense for such
period minus (2) to the extent included in clause (1), (i) amortization
or write off of debt issuance or deferred financing costs, (ii) any
non-cash interest expense related to any interest expense that has not been
paid in cash, and (iii) any incremental non-cash interest expense incurred
as the result of an accounting change that occurs after August 15, 2007,
plus (3) without duplication of amounts included in clause (1), cash
interest payments made in such period that were deducted from Issuer Cash
Interest Expense in a prior period.  Issuer EBIT.  For any
period, means the sum of Issuer Net Income, plus the following, without
duplication, to the extent deducted in calculating such Issuer Net Income:  (1) all income tax expense in respect of any
net income generated by the Issuer;  (2) Issuer Interest Expense;  A-22


(3) depreciation and amortization charges of
the Issuer relating to any increased depreciation or amortization charges
resulting from purchase accounting adjustments or inventory write-ups with
respect to acquisitions or the amortization or write-off of deferred debt or
equity issuance costs;  (4) all other non-cash charges of the Issuer
(other than depreciation expense) minus, with respect to any such non-cash
charge occurring on or after July 1, 2010 that was previously added in a
prior period to calculate Issuer EBIT and that represents an accrual of or
reserve for cash expenditures in any future period, any cash payments made
during such period;  (5) any non-capitalized costs incurred in
connection with financings, the acquisition of Containers or dispositions
(including financing and refinancing fees and any premium or penalty paid in
connection with redeeming or retiring Indebtedness prior to the stated maturity
thereof pursuant to the agreements governing such Indebtedness);  (6) all non-cash expenses attributable to
Incentive Arrangements;  (7) to the extent that any portion of the
Management Fee payable during such period was accrued and not paid during such
period, the aggregate amount of expenses attributable to all payments or
accruals of Management Fee during such period; and  (8) any indemnity payments made (regardless of
to whom such payments are made) pursuant to the Indenture;  in
each case, for such period and as determined in accordance with GAAP.  Issuer EBIT to Issuer Cash Interest Expense Ratio:  As of the last day of the fiscal quarter
preceding such date of determination commencing with the fiscal quarter ending December 31,
2010 the ratio of (a) the aggregate amount of Issuer EBIT for the period
of the most recent four consecutive fiscal quarters of the Issuer ending on or
prior to the date of such determination, to (b) Issuer Cash Interest
Expense for such four fiscal quarters; provided, however, that for each
Determination Date occurring prior to the Determination Date in June 2011,
such ratio shall be calculated based on the number of fiscal quarters that have
elapsed since June 30, 2010.  Issuer Expenses:  For any Collection Period, direct
out-of-pocket expenses that are necessary or advisable, in the opinion of the
managers of the Issuer, to maintain the corporate existence of the Issuer,
including: administration expenses; accounting and audit expenses of the
Issuer; premiums for liability, casualty, fidelity, directors and officers
and other insurance; legal fees and expenses; other professional fees;
franchise taxes and other similar taxes (but excluding income taxes); and
surveillance and other fees assessed by the Rating Agencies.  Issuer Interest Expense:With respect to the Issuer
for any period, the aggregate of the interest expense of the Issuer for such
period, as determined in accordance with GAAP, and including, without
duplication, (a) all amortization or accretion of original issue discount;
(b) net cash costs under all Hedge Agreements; and (c) amortization
of fees under all Hedge Agreements.  A-23


Issuer Net Income:  For
any period, the aggregate net income (or loss) of the Issuer for such period,
determined in accordance with GAAP; provided, however,
that there shall not be included in such Issuer Net Income:  (1)any gain (or
loss) realized upon the sale or other disposition of assets (other than
Containers) of the Issuer (including pursuant to any sale-and-leaseback
arrangement) which is not sold or otherwise disposed of in the ordinary course
of business;  (2)extraordinary
gains or losses, as determined in accordance with GAAP;  (3)income or loss
attributable to discontinued operations (including, without limitation,
operations disposed of during such period whether or not such operations were
classified as discontinued);  (4)the cumulative
effect of a change in accounting principles, as determined in accordance with
GAAP;  (5)any
adjustments, restructuring costs, non-recurring expenses, non-recurring fees,
non-operating expenses, charges or other expenses (including bonus and
retention payments and non-cash compensation charges) incurred in connection
with acquisitions of Containers; and  (6)Systems/Organizational
Establishment Expenses;  in
each case, for such period.  Last Lessee Damage Payment:  The last payments received from a lessee in
respect of damages to or repair of a Managed Container that is designated for
sale.  Leaseor Lease
Agreement:  Each and every
item of Chattel Paper, installment sales agreement, equipment lease or rental
agreement (including progress payment authorizations) to which a Container is
subject from time to time and including any Lease entered into from time to
time by TAL pursuant to which TAL leases one or more Containers from its
Container Fleet. The term Lease includes, without limitation, (a) all
payments to be made by the lessee thereunder, (b) all rights of the lessor
thereunder, (c) any and all amendments, renewals or extensions thereof and
(d) guaranties, or other credit support or Supporting Obligation provided
by, or on behalf of, the lessee with respect thereof.  Legal Final Maturity Date: With respect to any
Series, this term shall have the meaning set forth in the related Supplement.  Letter-of-Credit Rights:  This term shall have the meaning set forth in
the UCC.  Leverage Ratio: For any Person, on a consolidated basis, as
of a date of determination, the ratio of (a) Consolidated Funded Debt to (b) Consolidated
Tangible Net Worth.  Lien:  Any
security interest, lien, charge, pledge, equity or encumbrance of any kind.  A-24


List of Containers:  A printed list of the Containers transferred
by the Seller to the Issuer and hereby certified by an Authorized Signatory,
which includes a true and complete list of all Containers to be conveyed on any
Transfer Date. The List of Containers will include the following information
for each such Container: (i) its Container Identification Numbers and (ii) the
type of Container. Supplements to the List of Containers will be attached to
the Container Transfer Certificate and will contain only unit Container
Identification Numbers for each Container.  Majority of Holders:  With respect to a Series means, unless
otherwise provided in the Supplement related to such Series, Holders of such Class evidencing
more than fifty percent (50%) of the then outstanding principal balance of such
Series of Notes; or (ii) if such Series includes multiple
Classes, the Persons specified in such Supplement.  Managed Containers:  All Containers owned by the Issuer at any
time.  Management Agreement:  The Management Agreement, dated as of June 28,
2010 entered into by and between TAL and the Issuer, as amended, modified or
supplemented from time to time.  Management Fee:  For any Payment Date, an amount equal to the
sum of (i) the product of (x) twelve percent (12%)and (y) the Net Operating Income for the preceding
Collection Period (other than Container Revenues on Finance Leases), (ii) the
product of (x) five percent (5%) and (y) Container Revenues on
Finance Leases for the preceding Collection Period and (iii) the sum of
all Disposition Fees for the preceding Collection Period.  Management Fee Arrearage:  For any Payment Date, an amount equal to any
unpaid Management Fee from all prior Collection Periods.  Manager:  The Person performing the duties of the
Manager under the Management Agreement; initially, TAL including its Affiliates
listed on Exhibit B of the Management Agreement.  Manager Advance:  This term shall have the meaning set forth in
Section 4.2 of the Management Agreement.  Manager Default:  The occurrence of any of the events or
conditions set forth in Section 9.1 of the Management Agreement.  Manager Report:  This term is defined in Section 4.1.2 of
the Management Agreement.  Manager Termination Notice:  This term is defined in Section 9.2 of
the Management Agreement.  Managing Officer:  Any representative of the Manager involved
in, or responsible for, the management of the day-to-day operations of the
Issuer and the administration and servicing of the Containers and the other
Collateral whose name appears on a list of managing officers furnished to the
Issuer, each Series Enhancer, if any, and the Indenture Trustee by the
Manager, as such list may from time to time be amended.  A-25


Material Adverse Change:  Any set of circumstances or events which (a) pertains
to the Issuer, the Seller or the Manager and has any material adverse effect
whatsoever upon the validity or enforceability of any Transaction Document or
the security for any of the related Notes or the ability of the Indenture
Trustee or any Series Enhancer (if such Series Enhancer is then the
Control Party for a Series of Outstanding Notes or shall have made an
unreimbursed payment on its Enhancement Agreement) to enforce any of its legal
rights or remedies pursuant to the Transaction Documents or (b) materially
impairs the ability of either the Issuer, the Seller or the Manager to fulfill
its obligations under the Transaction Documents.  Minimum Principal Payment Amount:  Except as otherwise set forth
in the applicable Supplement, for any Series of Outstanding Notes for any
Payment Date, the excess, if any, of (x) the then aggregate unpaid principal
balance of such Series over (y) the Minimum Targeted Principal
Balance for such Series for such Payment Date.  Minimum Targeted Principal Balance:This term shall have the
meaning set forth, if applicable, in the related Supplement.  Moodys:  Moodys Investors Service, Inc., and any
successor thereto.  MSC:MSC Mediterranean Shipping Company, S.A. and its
Affiliates.  Net Book Value:  As of any date of determination, with respect
to any Managed Container that is not subject to a Finance Lease, the Original
Equipment Cost less accumulated depreciation based on (i) straight-line
depreciation over twelve (12) years with a remaining residual value per the
schedule set forth on Exhibit D to the Indenture or (ii) any other
depreciation method used by the Manager which is more conservative (i.e., which
provides for greater annual depreciation or a lower remaining residual value),
and with respect to any Eligible Container subject to a Finance Lease, one
hundred percent (100%) of the net book value of such Finance Lease, as
determined in accordance with GAAP.  Net Operating Income:  For any Collection Period, an amount equal to
the excess (if any) of (i) the Container Revenues actually received during
such Collection Period, over (ii) the Direct Operating Expenses accrued
during such Collection Period.  Note Owners:  With
respect to a Global Note, the Person who is the owner of such Global Note, as
reflected on the books of (i) the Depositary (a direct participant) or (ii) a
Person maintaining an account with the Depositary (an indirect participant).  Note Purchase Agreement:  Any underwriting agreement or other purchase
agreement for the Notes of any Class or Series as each such agreement
may be amended, modified or supplemented from time to time in accordance with
its terms.  Note Register:  This term shall have the meaning set forth in
Section 205 of the Indenture.  Note Registrar:  This term shall have the meaning set forth in
Section 205 of the Indenture.  A-26


Noteholder:  The Person in whose name a Note is registered
in the Note Register.  Notes:  Any
one of the promissory notes or other securities executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form attached to the related Supplement.  OFAC:  The Office
of Foreign Assets Control of the United States Department of the Treasury.  Officers Certificate:  A certificate signed by a duly authorized
officer of the Person who is required to sign such certificate.  Opinion of Counsel:  A written opinion of counsel, who, unless
otherwise specified, may be counsel employed by the Issuer, the Seller or the
Manager, in each case reasonably acceptable to the Person or Persons to whom
such Opinion of Counsel is to be delivered. The counsel rendering such opinion
may rely (i) as to factual matters on a certificate of a Person whose
duties relate to the matters being certified, and (ii) insofar as the
opinion relates to local law matters, upon opinions of local counsel.  Original Equipment Cost:  With respect to any Container as of any date,
an amount equal to the average, for all Issuer Containers of the same equipment
type and year of manufacturer, the sum of (i) the greater of (A) the
vendors or manufacturers invoice price of such Container and (B) with
respect to those Containers owned by TAL, and TOCC immediately prior to the
Closing Date that were acquired by TAL or TOCC prior to November 4, 2004
through an asset purchase or other acquisition, the purchase price allocated to
a Container by TAL or TOCC, as applicable in the acquisition of such Container,
plus (ii) reasonable and customary inspection, transport and initial
positioning costs necessary to put such Container in service not to exceed
three percent (3%) of the amount described in clause (i) above, plus (iii) the
cost of any Capital Improvements made to such Container, by, or on behalf of,
the Issuer which expenditures are capitalized in accordance with GAAP, provided
however, that the aggregate amount of Capital Improvements that may be included
in the calculation of the Aggregate Net Book Value as of any date of
determination may not exceed an amount equal to five percent (5%) of the
Aggregate Net Book Value, plus (iv) reasonable acquisition fees and other
fees allocated by the Seller not to exceed two and one half percent (2.5%) of
the amount described in clause (i) above.  Outstanding:  When used with reference to the Notes and as
of any particular date, any Note theretofore or thereupon being authenticated and
delivered except:  (i)any Note
cancelled by the Indenture Trustee or proven to the satisfaction of the
Indenture Trustee to have been duly cancelled by the Issuer at or before said
date;  (ii)any Note, or
portion thereof, called for payment or redemption for which monies equal to the
principal amount or redemption price thereof, as the case may be, with interest
to the date of maturity or redemption, shall have theretofore been deposited
with the Indenture Trustee (whether upon or prior to maturity or the redemption
date of such Note);  (iii)any Note in
lieu of or in substitution for which another Note shall subsequently have been
authenticated and delivered; and  A-27


(iv)for purposes of
determining which Notes are entitled to vote with respect to a particular
matter, any Note held by the Issuer, the Seller or any Affiliate of either the
Issuer or the Seller, except that, in determining whether the Indenture Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, or waiver, only Notes that a Responsible Officer of
the Indenture Trustee actually has notice are so owned shall be so disregarded;  provided,
however,that notwithstanding the foregoing, any Note on
which any portion of principal or interest has been paid by any Series Enhancer
pursuant to any Enhancement Agreement shall be considered to be Outstanding
until such Series Enhancer has been reimbursed in full therefor in
accordance with the terms of the related Enhancement Agreement.  Outstanding Obligations:  As of any date of determination an amount
equal to the sum of (i) the then outstanding principal balance of, and
accrued interest payable on, all notes issued under the Indenture or any supplement
thereto or any note purchase agreement, (ii) all other amounts owing to
holders of Outstanding notes or to any person under the Indenture or any
supplement thereof, including without limitation any amounts owed by the Issuer
to any Series Enhancer, (iii) amounts owing by the Issuer under any
Interest Rate Hedge Agreement, (iv) amounts owing by the Issuer under any
Currency Hedge Agreement and (v) any other amounts owing to any Series Enhancer
under any Transaction Document.  Owner:  This
term has the same meaning as Issuer.  Ownership Interests:  An ownership interest in a Global Note.  Payment Date:  The 20thday of each
month (or, if such 20thday is not a Business Day, the next succeeding
Business Day), commencing on August 20, 2010.  Permanent Regulation S Global Notes:The permanent book-entry notes in fully
registered form without coupons that are exchangeable for Temporary Regulation
S Global Notes after the expiration of the 40-day distribution compliance
period and which will be registered with the Depositary.  Permitted Business:The marine container leasing
business and any business that is the same as or similar, reasonably related,
complementary, ancillary or incidental to the marine container leasing
business, including, but not limited to, the leasing of chassis.  The container logistics business, the
container purchase and resale business, and the static storage business, all as
currently engaged in by TAL International Group, TAL or their respective
Subsidiaries on the Closing Date are also deemed to be a Permitted
Business.  For the avoidance of doubt,
all activities contemplated by the Transaction Documents shall be deemed to be
a Permitted Business hereunder.  Permitted Encumbrance:  With respect to the Collateral, any of the following:  (i)Liens for
taxes, assessments or governmental charges or levies not yet delinquent or
Liens for taxes, assessments or governmental charges or levies being contested
in good faith and by appropriate proceedings for which adequate cash reserves have
been established in accordance with GAAP;  A-28


(ii)Liens in
respect of property or assets of the Issuer or any of its Subsidiaries imposed
by law which have not arisen to secure Indebtedness for borrowed money, such as
carriers, seamens, stevedores, wharfingers, depot operators, transporters,
warehousemens, mechanics, landlords, suppliers, repairmens or other like
Liens, and relating to amounts not yet due or which shall not have been overdue
for a period of more than thirty (30) days or which are being contested in good
faith by appropriate proceedings for which adequate cash reserves have been
established in accordance with GAAP;  (iii)Liens created
pursuant to the terms of the Indenture and the other Transaction Documents;  (iv)Liens arising
from judgments, decrees or attachments in respect of which the Issuer shall in
good faith be prosecuting an appeal or proceedings for review and in respect of
which there shall have been secured a subsisting stay of execution pending such
appeal or proceedings (including in connection with the deposit of cash or
other property in connection with the issuance of stay and appeal bonds);  (v)licenses,
sublicenses, leases or subleases (including Leases) granted by, or on behalf
of, the Issuer to third Persons in the ordinary course of business;  (vi)Liens arising
from or related to precautionary UCC or like personal property security
financing statements regarding operating leases (if any) entered into by the
Issuer as lessor in the ordinary course of business;  (vii)Liens in favor
of customs or revenue authorities arising as a matter of law to secure payment
of customs duties not past due in connection with the importation of goods;  (viii)Liens arising
solely by virtue of any statutory or common law provision relating to bankers
liens, rights of set off or similar rights and remedies as to deposit accounts
or other funds maintained with a creditor depository institution; and  (ix)Liens of any
lessee under any Finance Lease;  provided,
however, that any proceedings of the type described in clauses (i), (iv) or
(vii) above would not reasonably be expected to subject any Series Enhancer,
the Indenture Trustee, any Hedge Counterparty or the Noteholders to any civil
or criminal penalty or liability or involve any risk of loss, sale or
forfeiture of any portion of the Collateral that would result in an Asset Base
Deficiency.  Permitted Payment Date Withdrawals:  For any Payment Date, one of the following:  (1)for any Payment
Date other than the Legal Final Maturity Date, the aggregate amount of the
interest and any arrearages thereof payable on such Payment Date; or  (2)for (i) the
Legal Final Maturity Date or (ii) any date on which an Event of Default
has occurred and is then continuing and any Outstanding Notes have been
accelerated in accordance with the provisions of the Indenture, an amount equal
to the sum of (x) the aggregate  A-29


amount
of the interest and arrearages thereof payable on such Payment Date and (y) the
then Aggregate Note Principal Balance.  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.  Plan:  An employee
pension benefit plan, as such term is defined in Section 3(2) of
ERISA which is subject to Title IV of ERISA.  Predecessor Container:  This term shall have the meaning set forth in
Section 3.04 of the Contribution and Sale Agreement.  Premium:  The fee or premium payable to any Series Enhancer
for guaranteeing the Notes of any Series, as such amount is set forth in the
Enhancement Agreement.  Prepayment:  Any mandatory or optional prepayment of
principal of the Notes prior to the Expected Final Maturity Date of such Series of
Notes made in accordance with the terms of the Indenture.  Prime Rate:  The rate announced by Wells Fargo Bank,
National Association, from time to time, as its prime rate or base rate in
the United States, such rate to change as and when such designated rate
changes. The Prime Rate is not necessarily the lowest rate of interest charged
by Wells Fargo Bank, National Association in connection with extensions of
credit to debtors.  Principal Terms:  With respect to any Series, (i) the name
or designation of such Series; (ii) the initial principal amount of the
Notes to be issued for such Series (or method for calculating such
amount); (iii) the interest rate to be paid with respect to each Class of
Notes for such Series (or method for the determination thereof); (iv) the
Payment Date and the date or dates from which interest shall accrue and on
which principal is scheduled to be paid; (v) the designation of any Series Accounts
and the terms governing the operation of any such Series Accounts; (vi) the
terms of any form of Series Enhancement with respect thereto; (vii) the
Expected Final Maturity Date (if any) and the Legal Final Maturity Date for the
Series; (viii) the number of Classes of Notes of the Series and, if
the Series consists of more than one Class, the rights and priorities of
each such Class; (ix) the priority of such Series with respect to any
other Series; (x) the Control Party with respect to such Series and
the Rating Agencies, if any, for such Series; (xi) those items
constituting Priority Payments; (xii) the designation of such Series as
either a Term Note or a Warehouse Note; and (xiii) any other terms of such
Series.  Priority Payments:  For each Series of Notes then
Outstanding on any Payment Date, all amounts to be paid from the related Series Account
on such Payment Date which represent payments of (i) interest (but not
Default Fees or any other interest expressly excluded pursuant to the terms of
the Supplement for such Series) on such Series of Notes, (ii) commitment
fees payable to the Holders of such Series of Notes and (iii) if any
of the amounts set forth in clauses (i) or (ii) are paid by a Series Enhancer,
then any reimbursement obligations of the Issuer to such Series Enhancer
in respect of such payments, including interest thereon, shall be a Priority  A-30


Payment
for such Series and paid to such Series Enhancer to the extent that such
payment would not cause a shortfall in other Priority Payments for the
Noteholders of such Series.  Proceeding:  Any suit in equity, action at law, or other
judicial or administrative proceeding.  Proceeds:  Proceeds, as such term is defined in the UCC.  Prospective Owner:  This term shall have the meaning set forth in
Section 205(j) of the Indenture.  Rating Agencyor Rating Agencies:  With respect to any outstanding Series or
Class, each statistical rating agency (if any) selected by the Issuer with the
approval of any Series Enhancer for such Series to rate such Series or
Class and that has an outstanding rating with respect to such Series or
Class.  Each such Rating Agency shall be
identified in the related Supplement.  Rating Agency Condition:  With respect to any action to be taken or
proposed to be taken, each Rating Agency having notified the Issuer, or the
Manager, in writing that such action will not result in a reduction or
withdrawal of its then-current rating of any Series of Notes then Outstanding.  Receivables Threshold:  As of any date of determination, means the
lesser of (i) $5.5 million and (ii) 0.55% of the Aggregate Net Book
Value as of such date of determination.  Record Date:  With respect to any Payment Date, unless
otherwise specified in a Supplement, the last Business Day of the calendar
month immediately preceding such Payment Date.  Regulation S Global Notes:Collectively, the Permanent
Regulation S Global Notes and the Temporary Regulation S Global Notes.  Reimbursement Amount:All amounts owed by the
Issuer to a Series Enhancer under the related Enhancement Agreement and
the other Transaction Documents.  Related Assets:  With respect to any Transferred Container,
all of the following:  (i) all
Casualty Proceeds, Sales Proceeds and Container Revenues accrued as of the
related Transfer Date, (ii) all right, title and interest in and to, but
none of the obligations under, any agreement with the manufacturer of such
Container or any third party with respect to such Container, and all
amendments, additions and supplements made with respect to such Container, (iii) all
right, title and interest in and to any Lease Agreement to which such Container
is subject (to the extent, but only to the extent) that Lease Agreement relates
to such Container), including, without limitation, the Sellers interest under
all amendments, additions and supplements thereto, (iv) all other security
interests or liens and property subject thereto from time to time purporting to
secure payment of a Lease Agreement (to the extent, but only to the extent,
attributable to such Container), (v) all letters of credit, guarantees,
Supporting Obligations and other agreements or arrangements of whatever
character from time to time supporting or securing payment of any Lease
Agreement (to the extent, but only to the extent, attributable to such
Container), (vi) any insurance proceeds received with respect to such
Container, (vii) all books and records relating  A-31


to
such Container, (viii) all payments, proceeds and income of the foregoing
or related thereto; (ix) any agreement with the manufacturer of such
Container, and all amendments, additions and supplements made with respect to
such Container, to the extent, but only to the extent, relating to such
Container; and (x) all rights under UCC financing statements or documents
of similar import evidencing a security interest in favor of the Seller with
respect to such Container (including any such financing statement filed
pursuant to Section 2.03(a)(iii) of the Contribution and Sale
Agreement).  Required Deposit Rating:  With regard to an institution, the short-term
unsecured senior debt rating of such institution is in the highest category by
each Rating Agency, or if no Series is rated, by each of S&P and Moodys.  Requisite Global Majority:  As of any date of determination, the
determination of whether a Requisite Global Majority exists with respect to a
particular course of action shall be determined in accordance with Section 503
of the Indenture.  Responsible Officer:  When used with respect to the Indenture
Trustee, any officer assigned to the Corporate Trust Office (or any successor
thereto), including any Vice President, Assistant Vice President, Trust
Officer, any Assistant Secretary, any trust officer or any other officer of the
Indenture Trustee customarily performing functions similar to those performed
by any of the above designated officers and having direct responsibility for
the administration of the Indenture.  Restricted Cash Account:  This term shall have the meaning set forth in
Section 306 of the Indenture.  Restricted Cash Amount:  As of any Payment Date, the amount required
to be deposited or maintained in the Restricted Cash Account, which shall be equal
to the product of (a) nine (9), (b) one-twelfth (1/12), (c) the
weighted average (based on unpaid principal balance) of the annual rates of
interest payable by the Issuer on all Notes then Outstanding (or, to the extent
that an Interest Rate Hedge Agreement is in effect with respect to all, or a
portion of, such principal balances, the interest rate payable by the Issuer on
such Interest Rate Hedge Agreement) and (d) the then Aggregate Note
Principal Balance calculated after giving effect to all principal payments
actually paid on such date.  Restricted Subsidiary:  With respect to any Person, any Subsidiary of
such Person that is not an Unrestricted Subsidiary (as defined in the Credit
Agreement) of such Person.  Rule 144A:  Rule 144A under the Securities Act, as
such rule may be amended from time to time.  Rule 144A Global Notes:The permanent book-entry
notes in fully registered form without coupons that represent the Notes sold in
reliance on Rule 144A and which will be registered with the Depositary.  S&P:  Standard & Poors Ratings Group, a
division of The McGraw-Hill Companies, Inc., and any successor thereto.  A-32


Sale:  This
term shall have the meaning set forth in Section 816 of the Indenture.  Sales Proceeds:  With respect to any Managed Container that
(i) has been sold to a third party, or (ii) is the subject of a Casualty Loss,
an amount equal to the excess of (a) the gross proceeds of the sale or other
disposition (including any Last Lessee Damage Payment) of a Managed Container
or Casualty Proceeds, if any, received by the Manager in respect of a Managed
Container, over (b) commissions, administrative fees, handling charges, taxes,
reserves or other similar amounts paid, or to be paid, to Persons other than
the Manager in connection with the sale or other disposition as determined in
the sole discretion of the Manager; provided, however, that to the extent that
any such commission, administrative fees, handling charges or other similar
amount is to be paid to an Affiliate of the Manager, the amount of such fee or
other charge shall not exceed the amount that would have otherwise been payable
to an independent third party in an arms-length transaction.  Sanctioned Country:  A country subject to a sanctions program
identified on the list maintained by OFAC and available at
http://www.treas.gov/offices/enforcement/ofac/programs, or as otherwise
published from time to time.  Sanctioned Person:  Any
of the following currently or in the future: (i) a person named on the list of
Specially Designated Nationals or Blocked Persons maintained by OFAC available
at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or (ii) (A) an
agency of the government of a Sanctioned Country, (B) an organization
controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned
Country, to the extent the agency, organization, or person is subject to a
sanctions program administered by OFAC.  Scheduled Principal Payment Amount:  Except as otherwise set forth
in an applicable Supplement, for any Payment Date for any Series of Outstanding
Notes, the excess, if any, of (x) the then unpaid principal balance of such
Series (after giving effect to any payment of the Minimum Principal Payment
Amount for such Series on such Payment Date), over (y) the Scheduled Targeted
Principal Balance for such Series for such Payment Date.  Scheduled Targeted Principal Balance:This term shall have the
meaning set forth, if applicable, in the related Supplement.  Securities Act:  The Securities Act of 1933, as amended from
time to time.  Security Entitlements:  This term shall have the meaning set forth in
the UCC.  Securities Intermediary:  The Person then acting as securities
intermediary (as defined in Section 8-102(a)(14) of the UCC) for any of the
Trust Account, the Restricted Cash Account and any Series Accounts; initially,
Wells Fargo Bank, National Association.  Seller:  TAL,
and its successors and permitted assigns.  Series:  Any
series of Notes established pursuant to a Supplement.  A-33


Series Account:  Any deposit, trust, escrow or similar account
maintained for the benefit of the Noteholders and any related Series Enhancer
of any Series or Class, if any, as specified in the related Supplement.  Series 2010-1 Supplement:  The Series 2010-1 Supplement, dated June 28,
2010, issued pursuant to, and incorporating the terms of, the Indenture.  Series Enhancement:  The rights and benefits provided to the
Noteholders of any Series or Class pursuant to any letter of credit, surety
bond, financial guaranty, insurance policy, insurance agreement or other
similar arrangement.  The subordination
of any Class to another Class shall be deemed not to be Series Enhancement.  Series Enhancer:  A Person then providing any Series
Enhancement.  Series Issuance Date:  With respect to any Series, the date on which
the Notes of such Series are to be originally issued in accordance with Section
1006 of the Indenture and the related Supplement.  Servicing Standard:  This term shall have the meaning set forth in
Section 3.1 of the Management Agreement.  Specialized Containers:  All refrigerated containers, tank containers,
special purposes containers, open top containers, flat rack containers, bulk
containers, high cube containers (other than 40 high cube dry containers),
cellular palletwide containers and all other types of containers other than
standard dry cargo containers.  State:  Any
state of the United States of America and, in addition, the District of
Columbia.  Subject Note:  This term
shall have the meaning set forth in Section 205(l) of the Indenture.  Subservicer: This term shall have the meaning set forth in
Section 2.2 of the Management Agreement.  Subservicing Agreement: This term shall have the
meaning set forth in Section 2.2 of the Management Agreement.  Subsidiary:  A subsidiary of a Person means any
corporation, association, partnership, limited liability company, joint venture
or other business entity of which more than fifty percent (50.0%) of the voting
stock or other equity interests (in the case of Persons other than
corporations) is owned or controlled directly or indirectly by such Person, or
one or more of the Subsidiaries of such Person, or a combination thereof.  Substitute Container:  This term is defined in Section 3.04 of the
Contribution and Sale Agreement.  A-34


Supplement:  Any supplement to the Indenture executed in
accordance with Article X of the Indenture.  Supplemental Principal Payment:  This term shall have the meaning set forth in
Section 702(a) of the Indenture.  Supplemental Principal Payment Amount:  For any Payment Date, the excess, if any, of
(i) the Aggregate Note Principal Balance (calculated after giving effect to any
payment of the Minimum Principal Payment Amount and the Scheduled Principal
Payment Amount for all Series of Notes then Outstanding on such Payment Date), over
(ii) the Asset Base on such Payment Date.  Supporting Obligation:  This term shall have the meaning set forth in
the UCC.  Systems/Organizational Establishment Expenses. The aggregate
of all expenditures (whether paid in cash or accrued as liabilities) by the
Issuer in establishing, implementing, integrating or replacing financial,
information technology and other similar systems of the Issuer.  TAL:  TAL
International Container Corporation, a Delaware corporation.  TAL International Group:  TAL International Group, Inc., a Delaware
corporation.  TOCC:  Trans Ocean
Container Corporation, a corporation organized under the laws of the State of
Delaware, and its successors and permitted assigns.  Tape:  This
term shall have the meaning set forth in Section 3.10.3 of the Management
Agreement.  Taxes:  This
term shall have the meaning set forth in the related Supplement.  Temporary Regulation S Global Notes:The temporary
book-entry notes in fully registered form without coupons that represent the
Notes sold in offshore transactions within the meaning of and in compliance
with Regulation S under the Securities Act and which will be registered with
the Depositary.  Term:  This
term shall have the meaning set forth in Section 6.1.1 of the Management
Agreement.  .Term Note:  Any Note that pays principal and interest on
each Payment Date from and after its date of issuance.  Transaction Documents:  Any and all of the Indenture, each
Supplement, each Enhancement Agreement, the Notes, the Management Agreement,
any Back-up Management Agreement, the Contribution and Sale Agreement, the
Director Services Agreement, each Note Purchase Agreement, the Transition Agent
Agreement, the Interest Rate Hedge Agreements (upon execution thereof), the
Currency Hedge Agreements (upon execution thereof), all other transaction
documents and any and all other agreements, documents and instruments executed
and delivered by or on behalf of support of Issuer with respect to the issuance
and sale of the  A-35


Notes,
as any of the foregoing may from time to time be amended, modified,
supplemented or renewed.  Transfer Date:  The date on which a Container is contributed
or sold by the Seller to the Issuer pursuant to the terms of the Contribution
and Sale Agreement.  Transferee:  This term shall have the meaning set forth in
Section 205(1) of the Indenture.  Transferred Assets:  Transferred Containers and Related Assets
collectively.  Transferred Container:  A Container transferred by the Seller to the
Issuer.  Transferred Note:  This term shall have the meaning set forth in
Section 205(1) of the Indenture.  Transition Agent Agreement:  The Transition Agent Agreement, dated as of
June 28, 2010, among the Issuer, TAL, the Transition Agent and the Indenture
Trustee, as such agreement shall be modified or supplemented from time to time
in accordance with its terms.  Transition Agent Fee:  This term shall have the meaning given
thereto in the Transition Agent Agreement.  Transition Agent:  Wells Fargo Bank, National Association, a
national banking association, and its permitted successors and assigns.  Trust Account:  The account or accounts established pursuant
to Section 302 of the Indenture.  UCC:  The
Uniform Commercial Code as in effect in the State of New York.  In the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection or priority of
Indenture Trustees security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of
New York, the term UCC shall mean the Uniform Commercial Code as in effect in
such other jurisdiction for purposes of the provisions relating to such
attachment, perfection of priority and for purposes of definitions related to
such provisions.  UNIDROIT Convention:  Any convention promulgated by the
International Institute for the Unification of Private Law specifically dealing
with interests in shipping containers.  Warehouse Notes:  Any
Series of Notes that contains (or for which the related Supplement or Note
Purchase Agreement contains) provisions whereby (i) the Issuer from time to
time may request additional fundings from the related Noteholders and (ii) the
unpaid principal balances of such Notes are not scheduled to amortize for some
specified period of time.  If the
Conversion Date for a Series of Warehouse Notes has occurred, such Series shall
no longer be considered an Outstanding Series of Warehouse Notes, but shall
instead be considered an Outstanding Series of Term Notes.  A-36


Warranty Purchase Amount:  With respect to any Managed Container, an
amount equal to the excess of (i) the Net Book Value of such Managed Container
on the date which the Issuer acquired such Container from the Seller pursuant
to the Contribution and Sale Agreement, over (ii) the aggregate amount of Net
Operating Income received by the Issuer with respect to such Managed Container
since the date on which the Issuer acquired such Managed Container.  Weighted Average Age:  For any date of determination, an amount that
shall be determined to the following equation:  WAA
  =
  S(Unx AAnx EUn)S(Unx EUn)
  where:  WAA
  =
  Weighted Average AgeN
  =
  Type
  of unit (which shall be determined by reference to the list below)Un
  =
  Number
  of Managed Container units of type nAAn
  =
  Average
  age in years of Managed Container units of type n (as determined from the
  date of the initial sale of such Managed Container units by the manufacturer
  thereof)EUn
  =
  EU
  Factor for Managed Container units of type n (which shall be determined by
  reference to the chart below)  For
the purpose of the foregoing equation, the variable n shall be one of the
following unit types:  (i) 20DC;
(ii) 40DC; (iii) 40HC; (iv) 45MC; (v) 20RF; (vi) 40HR; (vii) 40RF; (viii) GENS;
(ix) 20FR; (x) 40FR; (xi) 20OT; (xii) 40OT; (xiii) 45PW and (xiv) TK25.  The
foregoing equation is intended to calculate the Weighted Average Age of the
Managed Containers. The calculation considers the year of manufacture for each
unit, and by type of unit.  In addition,
the calculation treats each unit type by their EU Factor, as determined by the
EU chart listed below.  For
the purpose of the foregoing equation, the variable EUn with respect to a particular
unit type n shall be equal to the value set forth in the chart below under
the heading EU Factor opposite the appropriate unit type n:  Unit Type
  
  EU Factor20DC
  
  1.0040DC
  
  1.6040HC
  
  1.6845MC
  
  2.0220RF
  
  8.0040HR
  
  10.0040RF
  
  10.00GENS
  
  5.0020FR
  
  1.9040FR
  
  3.00
  A-37


20OT
  
  1.3040OT
  
  2.2045PW
  
  2.02TK25
  
  16.00
  A-38