Exhibit 4.49  MANAGEMENT AGREEMENT  
   between  TAL INTERNATIONAL CONTAINER CORPORATION Manager   and   TAL ADVANTAGE IV LLC Owner  
   Dated as of June 28, 2010


TABLE OF CONTENTS  PageSection 1.
  Definitions
  1Section 2.
  Appointment
  of the Manager
  12.1
  Appointment of Manager
  12.2
  Appointment of Subservicers
  22.3
  Retention of Title
  22.4
  Exclusive Representation of Owner
  2Section 3.
  Managers
  Services with Respect to the Managed Containers
  23.1
  Non-Discrimination
  23.2
  Terms of Lease Agreements
  33.3
  Leasing
  33.4
  Maintenance and Repair
  43.5
  Compliance With Law
  43.6
  Markings
  43.7
  Casualty Losses; Sale of Managed Containers; Lost or
  Destroyed Containers
  43.8
  Sales of Managed Containers
  53.9
  Insurance
  53.10
  Books and Records; Inspection of Books and Records;
  Inspection of Managed Containers; Back-up Data Tape
  63.11
  Back-up Management Agreement
  73.12
  Liens
  83.13
  Concentration Account and Payment
  Instructions
  83.14
  Identification of Funds in the
  Concentration Account
  83.15
  Transfer of Funds Received by the
  Manager
  83.16
  Time and Attention to Duties
  93.17
  OFAC
  9Section 4.
  Reporting
  Obligations of the Manager
  94.1
  Reports Due from the Manager
  94.2
  Manager Advances
  11Section 5.
  Deposits
  to Trust Account; Payment of Management Fee
  115.1
  Deposits
  115.2
  Compensation of Manager
  12Section 6.
  Term
  13Section 7.
  Intercreditor
  Agreement
  14  i


TABLE OF CONTENTS (continued)  PageSection 8.
  Representations
  and Warranties; Covenants
  148.1
  Manager Representations
  148.2
  Owner Representations
  168.3
  Covenants of the Manager
  16Section 9.
  Manager
  Default
  189.1
  Manager Default
  189.2
  Remedies
  219.3
  Transfer of Managed Containers
  219.4
  Power of Attorney
  219.5
  Owner Power of Attorney
  22Section 10.
  No
  Partnership
  23Section 11.
  No
  Warranties
  24Section 12.
  Non-Exclusivity
  24Section 13.
  Assignment
  24Section 14.
  Indemnification
  2414.1
  By the Owner
  2414.2
  By the Manager
  24Section 15.
  No
  Bankruptcy Petition Against the Owner
  25Section 16.
  Notices
  26Section 17.
  Governing
  Law; Consent to Jurisdiction
  2717.1
  Governing Law
  2717.2
  Consent to Jurisdiction
  2717.3
  Waiver of Jury Trial
  27Section 18.
  Successors
  and Assigns
  27Section 19.
  Severability
  28Section 20.
  Entire
  Agreement; Amendments; Waiver
  28Section 21.
  Counterparts
  28  ii


TABLE OF CONTENTS (continued)  PageSection 22.
  Intended
  Third Party Beneficiaries
  29EXHIBIT A  MANAGER REPORTEXHIBIT B  AFFILIATES OF MANAGER AND
  APPROVED SUBSERVICERSEXHIBIT C  CREDIT AND COLLECTION POLICYEXHIBIT D  AGREED UPON PROCEDURESEXHIBIT E  DEPRECIATION POLICYEXHIBIT F  CRITERIA FOR BACK-UP DATA TAPE  iii


This MANAGEMENT
AGREEMENT, dated as of June 28, 2010 (as amended, modified or supplemented
from time to time in accordance with the terms hereof, this Agreement),
between TAL ADVANTAGE IV LLC, a limited liability company organized and
existing under the laws of the State of Delaware (together with its successors
and permitted assigns, the Owner or the Issuer) and TAL INTERNATIONAL
CONTAINER CORPORATION, a Delaware corporation (together with its successors and
permitted assigns, Manager).  WI T N E S S E T H  WHEREAS, the Owner is the
owner of the Managed Containers; and  WHEREAS, the Manager is
in the business of leasing Containers to shipping lines and other container
users, and is experienced in administration of a container leasing business;
and  WHEREAS, the Owner wishes
to contract with the Manager for the purposes of (i) managing the
operation and leasing of the Managed Containers, and (ii) performing other
administrative duties for the Owner; and  WHEREAS, the Manager has
agreed to manage the Owners business including the Managed Containers and to
operate and lease out the Managed Containers as part of the Managers Container
Fleet and to perform other administrative duties for the Owner; and  NOW, THEREFORE, in
consideration of the premises and the mutual representations, warranties,
covenants and agreements contained herein, the parties hereto hereby agree as
follows:  Section 1.Definitions.  Terms
capitalized but not defined herein shall have the meanings ascribed thereto in
Appendix A to that certain Indenture, dated as of June 28, 2010, between
the Issuer and Wells Fargo Bank, National Association, as Indenture Trustee (as
amended, restated or otherwise modified from time to time in accordance with
the terms thereof, the Indenture), as such Appendix A may be amended,
supplemented or otherwise modified from time to time in accordance with the
provisions of the Indenture.  Section 2.Appointment of the Manager.  2.1Appointment of Manager.  The Owner hereby exclusively (i) appoints
the Manager as its agent to manage and administer its business, and to manage
the Managed Containers, including performance of all of the Owners duties and
observance of all of the Owners obligations under the Indenture and the other
Transaction Documents to which it is a party, and (ii) grants to the
Manager the authority on behalf of the Owner to enter into, administer, enforce
and terminate Lease Agreements relating to the Managed Containers, to sell,
transfer or otherwise dispose of and enforce the Owners rights with respect to
the Managed Containers, to collect monies and make disbursements on behalf of
the Owner, and to manage its finances, all such activities described in clauses
(i) and (ii) to be conducted on the terms and subject to the
conditions set forth herein.  The Manager
hereby agrees to so manage the Managed Containers and administer the Owners
business, including performance of all of the Owners duties and observance of
all of the Owners obligations under the Indenture and the other Transaction
Documents to which the Owner is a party, upon the terms and conditions herein;


provided, however,that nothing contained in
this Agreement or any other Transaction Document shall be or shall be construed
to be either (x) an express or implied guaranty by the Manager of the
Notes or any other Outstanding Obligations incurred by the Owner or (y) an
express or implied agreement to make payments on the Notes or other Outstanding
Obligations.  2.2Appointment of Subservicers.  In performing its duties hereunder, the
Manager may, subject to the restrictions set forth herein, contract with any of
its Affiliates listed on Exhibit B hereto to provide the services required
to be rendered by the Manager hereunder (each resulting agreement, a Subservicing
Agreement, and each Affiliate that is a party to such Subservicing Agreement,
a Subservicer); provided, however, that (i) the
Manager shall be solely responsible for the receipt and processing of all
Container Revenues, Sales Proceeds, Casualty Proceeds and other Collections, (ii) each
Subservicing Agreement (but not other agreements to which the Manager may be a
party) must expressly provide that such Subservicing Agreement may be
terminated by the Requisite Global Majority if a Manager Default has occurred
and is then continuing, and (iii) the Manager shall be solely responsible
for the payment to each such Subservicer of any and all compensation, expenses
and indemnities to each such Subservicer. 
The Manager will not contract with any other Person to provide any of
the services to be rendered by the Manager to the Owner hereunder without the
prior written consent of the Requisite Global Majority.  Notwithstanding any provision of such
services by its Subservicers, the Manager shall remain obligated and liable to
the Owner, the Indenture Trustee, each Series Enhancer (so long as such Series Enhancer
is the Control Party for a Series of Outstanding Notes) and the
Noteholders for the management and the administration of the Managed Containers
in accordance with the provisions of this Agreement, without diminution of such
obligation or liability by virtue of such agreements or arrangements with its
Subservicers, to the same extent and under the same terms and conditions as if
the Manager alone were servicing and administering the Managed Containers.  2.3Retention of Title.  The Owner shall at all times retain full
legal and equitable title to the Managed Containers, notwithstanding the
management thereof by Manager hereunder. 
Manager shall not make reference to, or otherwise deal with or treat,
the Managed Containers in any manner except in conformity with this Agreement.  2.4Exclusive Representation of Owner.  Except as otherwise provided in this
Agreement, during the term of this Agreement, the Manager will be the exclusive
agent of the Owner with respect to the Owners business and with respect to the
management of the Managed Containers and the Owner agrees that it will not
engage any other Person to perform, or pay any consideration to any other
Person for performing, the same or similar services with respect to the owners
business or with respect to the Managed Containers.  Section 3.Managers Services with Respect to the Managed Containers.  3.1Non-Discrimination.  In performing its duties pursuant to this
Agreement, the Manager shall exercise substantially the same degree of skill
and care with which it services, leases and manages containers held for its own
account and consistent with the reasonable commercial practices of a prudent
container lessor engaged in the administration, leasing and servicing of
shipping containers (such standard of care, the Servicing Standard).  Without  2


limiting the foregoing, the Manager shall not
knowingly discriminate in favor of or against the Managed Containers in
connection with the management and operation of the Container Fleet.  3.2Terms of Lease Agreements.  Without prejudice to the rights and title of
the Owner with respect to the Managed Containers, the Manager may arrange for
the leasing of the Managed Containers pursuant to Lease Agreements that are in
its own name as principal, and not as agent of the Owner; provided,
however, that it is understood and agreed that the Manager is acting
thereunder solely as agent of the Owner. The Manager shall have sole discretion
to determine to whom to lease, sell or otherwise dispose of the Managed
Containers, to determine the per diem rates and other charges to be paid and
all other terms and conditions of the Lease Agreements and to renegotiate,
amend and consent to waivers under such Lease Agreements.  The Manager shall invoice and collect from
lessees all rental payments and other amounts due under and pursuant to the
Lease Agreements relating to the Managed Containers.  3.3Leasing.  The Manager shall operate and lease the
Managed Containers as part of its Container Fleet and shall perform all
managerial and administrative functions and provide or arrange for the
provision of all services and documentation of any nature which it considers
necessary or desirable for such operation and leasing.  The Manager shall, in compliance with the
Servicing Standard, take all actions the Manager deems appropriate to ensure
compliance by the Lessees with the terms of any Lease Agreement, including the
exercise of the rights of the lessor thereunder.  3.3.1With
respect to the Managed Containers, the Manager shall use reasonable efforts to
include in the terms of lease agreements with lessees a provision requiring
lessees to comply with Applicable Law affecting the Managed Containers and
their use, operation and storage while the Managed Containers are on-hire and
the Manager shall use reasonable efforts to include in the terms of depot
agreements with third-party storage and repair depots a provision requiring the
depots to comply with Applicable Law affecting the Managed Containers while the
Managed Containers are off-hire and stored in the depot.  3.3.2The
Manager will monitor and record the status of the Managed Containers in the
same manner as for containers held for its own account, i.e., for each Managed
Container it will record the on-hire location, the date of on-hire and the
lessee to whom the Managed Container is on-hire, the off-hire date of the
Managed Container and the off-hire location, and the depot where the Managed
Container is located while off-hire.  3.3.3The
Manager shall follow the Credit and Collection Policy with respect to the
leasing of the Managed Containers and, subject to the terms of such Credit and
Collection Policy, the Manager may, in its sole discretion (a) determine
and approve the creditworthiness of any lessee (though the Manager makes no
representation or warranty to the Owner as to the solvency or financial
stability of any lessee), (b) determine that any amount due from any
lessee is not collectible, (c) institute and prosecute legal proceedings
against a lessee as permitted by Applicable Law, (d) terminate or cancel
any Lease Agreement, (e) recover possession of the Managed Containers from
any lessee, (f) settle, compromise or release any proceeding or claim against
a lessee in the name of the Manager or, if appropriate, in the name of the
Owner, or (g) reinstate any Lease Agreement.  3


3.3.4In
performing its duties under this Agreement, the Manager shall use reasonable
efforts to comply with the Concentration Limits when entering into new Lease
Agreements and, in any event, shall not, without the prior written consent of
the Requisite Global Majority, lease all, or substantially all, of the Managed
Containers to an Affiliate of the Manager or to a single lessee.  3.3.5The
Manager hereby acknowledges that the Manager and its Affiliates are holding the
leases relating to the Managed Containers (but only to the extent that such
leases relate to the Managed Containers), on behalf of, and for the benefit of,
the Indenture Trustee.  3.4Maintenance and Repair.  The
Manager shall keep, or, with respect to Managed Containers on lease, cause the
related lessee, to keep, each Managed Container (i) in good repair and
working order in a manner consistent with past practices, and (ii) in
accordance with its maintenance and repair standards for the Container
Fleet.  The Manager shall make, or cause
to be made, all necessary inspections, repairs, replacements, additions and
improvements to each Managed Container as are commercially reasonable for the
conduct of its business in accordance with the ordinary course of the Managers
business consistent with past practices; it being understood that it may, in
some cases, be commercially reasonable not to repair a Managed Container.  The Manager shall institute and prosecute
claims against the manufacturers and sellers of the Managed Containers as the
Manager may consider advisable for breach of warranty, any defect in condition,
design, operation or fitness or any other nonconformity with the terms of
manufacture.  The Manager shall have no
liability to the Owner for any such breach of any manufacturers or sellers or
any other Persons warranty or for any such defect in condition, design,
operation or fitness or any other nonconformity with the terms of
manufacture.  The Manager shall at all
times use the Managed Containers, and require the related lessee to use the
Managed Containers, in accordance with good operating practices.  The Manager shall not knowingly use (or
knowingly permit the lessees to use) the Containers for storage or
transportation of contraband in violation of applicable United States law.  3.5Compliance With Law.  The
Manager will comply, in all material respects, with all acts, rules,
regulations, orders, decrees and directions of any governmental authority that
are applicable to the Lease Agreements and the Managed Containers or any part
thereof except for any noncompliance which would not reasonably be expected to result
in a Material Adverse Change; provided,
however, that the Manager may contest any act, rule, regulation,
order, decree or direction in any reasonable manner which shall not materially
and adversely affect the Noteholders or any Series Enhancer; and provided, further, that such contests
shall be in good faith by appropriate proceedings and as to which adequate
reserves in accordance with GAAP have been established, but only so long as
such proceedings shall not, individually or in the aggregate, subject any Series Enhancer,
any Noteholder or Indenture Trustee to any civil or criminal liability.  3.6Markings.  The
Manager shall ensure that each Managed Container shall carry its Container
Identification Number and other markings as may be required for its operation
in marine and intermodal shipping.  3.7Casualty Losses; Sale of Managed Containers;  Lost or Destroyed Containers.  If
any Managed Container shall suffer a Casualty Loss while it is subject to the
terms of this  4


Agreement,
the Manager shall remit to the Trust Account, in accordance with the provisions
of Section 5.1.1 hereof, the Casualty Proceeds (net of any expenses, taxes
and reserves in respect thereof), if any, received as a consequence of such
Casualty Loss.  3.8Sales of Managed Containers.  The Manager shall have the ability in its
sole discretion to sell or otherwise dispose of any of the Managed Containers,
subject to compliance with the applicable provisions of Sections 404 and 606 of
the Indenture.  The Manager shall remit
to the Trust Account, in accordance with the provisions of Section 5.1.1
hereof, the Sales Proceeds (net of any expenses, taxes or reserves in respect
thereof) received as a consequence of any such sale.  3.9Insurance. (a) The Manager will, in a
manner consistent with its normal procedures and the Servicing Standard, (i) effect
and maintain with financially sound and reputable companies general liability
insurance, insuring the Issuer and the Indenture Trustee (for the benefit of
the Noteholders) against liability for personal injury and property damage
liability, caused by, or relating to, the Managed Containers then off-lease,
with such levels of coverage and deductibles that are consistent with the
levels in effect as of the Closing Date, and (ii) have a standard form of
lease agreement that requires each lessee to maintain (1) physical damage
insurance in an amount not less than the stipulated loss value agreed to by the
lessee of the Managed Containers on lease to it, and (2) comprehensive
general liability insurance, including contractual liability, against claims
for bodily injury or death and property damage. 
The Indenture Trustee reserves the right (but shall not have the
obligation) to obtain, at the direction of the Requisite Global Majority and at
the Managers expense, insurance of the type described in clause (i) above
if the Manager shall fail to obtain such coverage in the specified
amounts.  However, the Indenture Trustee
will notify the Manager prior to obtaining such insurance.  (b)All insurance maintained by the Manager for loss or damage of the Managed
Containers shall provide that losses, if any, shall be payable to the Issuer
and the Indenture Trustee or its designee as an additional loss payee and the
Manager shall utilize its reasonable efforts to have all checks relating to any
such losses delivered promptly to the Indenture Trustee.  The Issuer and the Indenture Trustee shall be
named as additional insureds with respect to all such liability insurance
maintained by the Manager (or on behalf of the Manager by a direct or indirect
parent company thereof).  The Manager
shall pay the premiums with respect to all such insurance and deliver to
Indenture Trustee evidence of such insurance coverage as contemplated by Section 4.1.4.  The Manager shall cause to be provided to
each of the Indenture Trustee and the Requisite Global Majority, not less than
fifteen (15) days prior to the scheduled expiration or lapse of such insurance
coverage, evidence reasonably satisfactory to the Requisite Global Majority of
renewal or replacement coverage.  The
Manager shall use its commercially reasonable efforts to have each insurer
agree, by endorsement upon the policy or policies issued by it or by
independent instrument furnished to the Indenture Trustee, that (i) it
will give each additional insured and the loss payee thirty (30) days prior
written notice of the effective date of any material alteration, cancellation
or non-renewal of such policy and (ii) in the event that the cancellation
of such coverage would result in a breach of this Section 3.9 by the
Manager, it will permit the Issuer and the Indenture Trustee to make payments
to effect the continuation of coverage upon notice of cancellation due to
nonpayment of premium.  Such insurance
may be effected by a policy which covers the entire Container Fleet, which
policy shall  5


include an additional
insured and loss payee endorsement with respect to the Managed Containers in
favor of the Indenture Trustee, for the benefit of the Noteholders.  3.10Books and Records; Inspection of Books and Records;
Inspection of Managed Containers; Back-up Data Tape.  3.10.1The
Manager shall maintain at its offices (which, as of the Closing Date, are
located at 100 Manhattanville Road, Purchase, New York 10577-2135 USA), such
books and records (including computer records) with respect to the Managed
Containers as it maintains for the Container Fleet and the leasing thereof, including
a computer database including the Managed Containers (containing sufficient
information to generate the List of Containers and the reports required to be
delivered pursuant to this Agreement), any Lease Agreements relating thereto,
their lessees (if on-hire) or location (if off-hire) and their Net Book Value.  3.10.2The
Manager shall make available to the Owner, the Indenture Trustee, the
Transition Agent and each Series Enhancer, for inspection and copying, its
books, records and reports relating to the Managed Containers and copies of all
Lease Agreements or other documents relating thereto, all in the format which
the Manager uses for its own operations. 
The Person(s) desiring to conduct any such inspection of the books,
records and reports shall provide the Manager with not less than (i) five (5) Business
Days notice if a Manager Default is not then continuing or (ii) one (1) Business
Days notice if a Manager Default shall have occurred and is then continuing,
and shall specify in such notice the matters to be addressed in such
inspection.  All such inspections shall
be conducted during normal business hours and shall not unreasonably disrupt
the Managers business, and, subject to the foregoing, the Owner, Indenture
Trustee, the Transition Agent or any Series Enhancer, as applicable, will
be permitted to discuss, with any Authorized Officer, Managing Officer or the
Managers independent accountants, the affairs, finances and accounts of the
Manager as they relate to the Managed Containers and this Agreement.  So long as no Manager Default, Early
Amortization Event or Event of Default is continuing, the Manager shall pay the
reasonable and documented costs and expenses incurred by such Person(s) in
conducting not more than one such inspection in any calendar year; provided, however, that the Manager and the Transition Agent
shall coordinate such that, so long as no Manager Default, Early Amortization
Event or Event of Default is continuing, the Manager shall not be responsible
for paying for more than one inspection in total per calendar year pursuant to
this Section 3.10.2 and Section 8.3.6 hereof.  In addition, the Manager shall pay the
reasonable and documented costs and expenses incurred by such Person(s) in
conducting any such examinations during the continuation of any of a Manager
Default, Early Amortization Event or Event of Default.  The Manager shall,
subject to the terms of the related Lease Agreements and depot agreements, make
the Managed Containers available for inspection to the Indenture Trustee and
the Transition Agent; provided, however,
that, so long as no Manager Default, Early Amortization Event or Event of
Default is continuing, not more than one such inspection shall occur in any
twelve month period.  So long as no
Manager Default, Early Amortization Event or Event of Default is continuing,
the Manager shall pay the reasonable and documented costs and expenses of such
Persons in conducting not more than one such inspection in any calendar year.  6


The Owner acknowledges
that the Manager uses certain software under license from unrelated third
parties and that the Manager shall grant the Owner, the Indenture Trustee, the
Transition Agent and each Series Enhancer access to the computer systems
and data contained therein, but not copies of the software itself.  3.10.3The
Manager shall, in accordance with its then existing disaster recovery plan,
deliver monthly (by the tenth (10th)
Business Day of each month) to the Transition Agent electronic copy (the Back-up
Data Tape) of the following information, with respect to each of the Managed
Containers as of the last day of the immediately preceding month: (i) the
Container Identification Number, (ii) if then on-lease, the name of the
lessee and the date of the related Lease Agreement, (iii) if then
off-lease, the name and location of the depot in which stored, and (iv) such
other data as is described on Exhibit F hereto.  In addition, the Manager shall make the most
recent Back-up Data Tape available to the Owner, the Indenture Trustee, the
Control Party for any Series and any Series Enhancer for inspection
upon reasonable notice; provided, however,
that, so long as no Manager Default, Early Amortization Event or Event of
Default is continuing, not more than one such inspection shall be made in any
calendar year.  During the continuation
of any of a Manager Default, Early Amortization Event or Event of Default, the
Manager shall pay the reasonable and documented costs and expenses incurred by
such Person(s) in conducting all inspections made in accordance with the
provisions of this Section 3.10.3. 
Upon the termination of this Agreement pursuant to Section 9.2, the
Manager shall deliver or authorize the Transition Agent to deliver to each of
the Control Party for any Series, any applicable Person then acting as a
back-up manager to the Manager, and to the Indenture Trustee, a copy of the
most recent Back-up Data Tape containing information with respect to the
Managed Containers as of such date.  3.11Back-up Management Agreement.  3.11.1The
Manager shall provide the Transition Agent with prompt written notice of the
occurrence (but in any event such notice shall be delivered no later than five (5) Business
Days after the Manager shall have received notice, or become aware of, any such
occurrence) of any of the following events (each, a Back-up Manager Event):  (A)The Leverage Ratio of TAL International Group as of the last day of any
fiscal quarter shall be in excess of 4.50 to 1.00; or  (B)As of the last day of each fiscal quarter beginning with the fiscal
quarter ending December 31, 2010, the Consolidated EBIT to Consolidated
Cash Interest Expense Ratio is less than 1.30 to 1.00.  3.11.2Upon
receiving written notice from the Manager that a Back-up Manager Event has
occurred, the Transition Agent shall solicit at least three (3) bids from
prospective managers to act as a back-up manager to the Manager.  The Requisite Global Majority, in
consultation with the Transition Agent, shall select the back-up manager (the Back-up
Manager) from among the competing bidders.  3.11.3Back-Up
Management Agreement.  The Transition
Agent shall, at the direction of the Requisite Global Majority, negotiate the
terms and conditions of a back-up  7


management agreement to be
executed by the Back-up Manager; provided, however,
the final terms and conditions of any such back-up management agreement must be
approved by the Requisite Global Majority.  3.11.4Each
of the Issuer and the Manager shall cooperate with the Transition Agent in
performing its duties under this Section 3.11 and shall negotiate in good
faith to implement a Back-up Manager Agreement into the Transaction
Documents.  The Manager will work with
the Backup Manager to map and test data systems such that the Back-up Manager
will be able to begin billing using the data in the Back Up Data Tape, which it
will receive if the Manager is Terminated; provided, however,
such mapping shall be blind mapping with no customer or fleet data provided
unless a Manager Default shall have occurred and then be continuing.  3.12Liens.  The Manager agrees not to create, incur,
assume or grant, or suffer to exist, directly or indirectly, any lien, security
interest, pledge or hypothecation of any kind on or concerning the Managed
Containers, the related Lease (to the extent related to a Managed Container),
title thereto or any interest therein or in this Agreement to any Person other
than the Owner, except for Permitted Encumbrances.  The Manager will promptly take or cause to be
taken such actions as may be necessary to discharge any such lien that arises
by, through or under the actions of the Manager in violation of this Section 3.12.  3.13Concentration Account and Payment Instructions.  The Manager shall maintain the Concentration
Account.  The Manager shall instruct all
lessees to submit all payments on the Leases directly to the Concentration
Account (or to a post office box, a lockbox or Collection Account (as defined
in the Intercreditor Agreement) from which the applicable payment items will be
removed and, within one week after receipt, deposited in the Concentration
Account).  The Manager shall not grant
any lien or encumbrance in the Concentration Account or any Collection Account
(as defined in the Intercreditor Agreement) to any Person other than the Lien
created pursuant to the Intercreditor Agreement.  3.14Identification of Funds in the Concentration
Account.  Weekly (or more frequently at
the Managers option) beginning with the first full calendar week following the
Closing Date, the Manager shall identify all Container Revenues, Sales Proceeds
or Casualty Proceeds received in the Concentration Account during the preceding
week as relating to either a Managed Container (including any advance payments
of rentals for future Collection Periods) or another container managed by the
Manager.  Any such Container Revenues,
Sales Proceeds or Casualty Proceeds that have been identified as relating to a
Managed Container shall be transferred by the Manager to the Trust Account in
accordance with the procedures outlined in Section 5.1 hereof.  Prior to such transfer to the Trust Account,
all Container Revenues, Sales Proceeds and Casualty Proceeds relating to a
Managed Container received, or held by, the Manager shall be deemed to be held
by the Manager in trust for the benefit of Indenture Trustee.  3.15Transfer of Funds Received by the Manager.  If, notwithstanding the payment instructions
given by the Manager to a lessee in the monthly invoice, lease payments or
other amounts in respect of the Managed Containers are received directly by the
Manager, the Manager agrees to hold any such lease payments or other amounts in
trust and, within two (2) Business Days after receipt, transmit and
deliver to the Concentration Account (or a related post  8


office box or lockbox), in the form received, all
cash, checks and other instruments or writings for the payment of money so
received by the Manager.  3.16Time and Attention to Duties.  The Manager shall devote such time and
attention to the performance of its duties hereunder as is reasonably
necessary, it being understood that the Manager shall not be required to devote
all of its time or attention to the performance of such duties, it being
further understood that the Manager manages, and may in the future manage,
containers other than the Managed Containers, either for third parties or for
its own account, and may, as well, conduct business unrelated to managing
containers.  Nothing in this Agreement
shall be construed to prohibit the Manager from performing its obligations to
owners of other containers or from engaging in such (or any other) business
activity.  3.17OFAC.  The Manager 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
Managed 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.  The Manager
will, immediately upon obtaining knowledge thereof, notify the Indenture
Trustee and the Noteholder of the leasing, or subleasing, of a Managed Container
to, or other use of a Managed Container by, a Sanctioned Person.  The Manager will allow each of the Indenture
Trustee, the Deal Agent and each Noteholder to conduct, at the expense of the
Issuer, on not more than one occasion during any twelve (12) month period and
in conjunction with the examination referred to in the first paragraph of Section 3.10.2,
an audit of the screening and monitoring process employed by the Manager to
ensure compliance during the most recently completed twelve (12) month period
with the laws, rules and regulations promulgated or imposed by OFAC.  The Manager will, immediately upon obtaining
knowledge thereof, notify the Deal Agent of the leasing, or subleasing, of a
Container to, or other use of a Container by, a Sanctioned Person.  Section 4.Reporting Obligations of the Manager.  4.1Reports Due from the Manager.  4.1.1Financial Statements.  The Manager will maintain the Owners
financial books and records and prepare the Owners financial statements.  The Manager will deliver to the Indenture
Trustee, the Rating Agencies and each Series Enhancer the financial
statements required to be delivered to the Indenture Trustee pursuant to Section 625
of the Indenture.  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
quarterly financial statements, the absence of year-end adjustments.  4.1.2Manager Reports.  On or prior to each Determination Date, the
Manager shall deliver to the Owner, the Transition Agent, the Indenture Trustee
and each Hedge Counterparty, a report as to deposits into and instructions for
payments out of the Trust Account, substantially in the form of Exhibit A
hereto (each such report, the Manager Report), which report shall be
certified by the chief financial officer, controller, treasurer or other
financial officer of the Manager with primary responsibility for matters
arising under this Agreement or another authorized signatory acceptable to the
Requisite Global Majority.  Each such
Manager  9


Report shall also include (a) evidence
of the Managers compliance with the financial covenants set forth in Sections
9.1.9, 9.1.10 and 9.1.11 hereof and compliance with each of the financial tests
the failure of which triggers a Back-up Manager Event, which calculations shall
be based on the most recently certified quarterly financial information, (b) accounts
receivable agings, (c) top-25 lessee concentrations, (d) a listing of
the number and type of Managed Containers then owned by the Issuer, (e) the
aggregate Net Book Value of the Managed Containers, (f) the aggregate
original cost of the Managed Containers, (g) utilization rates for both
the Managed Containers and the Container Fleet, (h) other information
regarding the Container Fleet upon the reasonable request of the Requisite
Global Majority or the Indenture Trustee, and (i) the calculations
required to demonstrate compliance by the Issuer with clauses (3), (4), (5) and
(6) of Section 1201 of the Indenture.  4.1.3Asset Base Certificates.  On or prior to (i) each Determination
Date, and (ii) each date on which an advance of funds to the Issuer is to
be made in accordance with the terms of a Supplement, the Manager will deliver
to the Owner and the Indenture Trustee, an Asset Base Certificate certified by
the chief financial officer, controller, treasurer or other financial officer
of the Manager with primary responsibility for matters arising under this
Agreement or another authorized signatory acceptable to the Requisite Global
Majority as of the end of the month most recently ended.  4.1.4Evidence of Insurance.  The Manager will provide confirmation of the
renewal of the insurance required by Section 3.9 hereof annually before
the expiration date of such insurance each year, and will forward copies of all
certificates evidencing renewal, and all notices of termination or non-renewal
of such insurance, to the Indenture Trustee and the Transition Agent promptly
after receipt.  4.1.5Lessees in Container Fleet; Other Reports.  Within one hundred twenty (120) days after
the end of each fiscal year of the Manager, the Manager shall send to the
Indenture Trustee and the Transition Agent listing of all Lessees in the
Container Fleet.  The Manager shall
provide, in the format which the Manager uses for its own operations, any
reports filed by the Manager with the Securities and Exchange Commission and
any other reports and information which are reasonably requested by the Owner,
the Indenture Trustee, the Transition Agent, any Series Enhancer, each
Hedge Counterparty or the Rating Agencies provided that such reports and
information are reasonably available from the books and records of the Owner
and can be generated by the Managers then existing data processing system.  4.1.6Independent Accountants Report.  The Manager shall, at its sole cost and
expense, deliver to the Issuer, the Indenture Trustee, and each Series Enhancer
a report from a firm of nationally recognized independent certified public
accountants, who may also render other services to TAL International Group or
any of its affiliates, on or before May 30thof each year (or 150 days after the end of the
Managers fiscal year, if other than December 31stof each year), beginning on May 30,
2011, with respect to the twelve months ended on the preceding December 31
(or other applicable fiscal year-end date) (or such other period as shall have
elapsed from the Closing Date to the date of such statement), a report (the Accountants
Report) addressed to the Board of Directors of TAL International Group, to the
effect that such firm of accountants has audited the books and records of TAL
International Group, and issued its report thereon in connection with the audit
report on the consolidated financial statements of  10


TAL International Group
and (1) such audit was made in accordance with generally accepted auditing
standards, and accordingly included such tests of the accounting records and
such other auditing procedures as such firm considered necessary in the
circumstances; (2) the firm is independent of TAL International Group
within the meaning of the Code of Professional Ethics of the American Institute
of Certified Public Accountants; and (3) specifies the results of the
application of such agreed upon procedures, as the Requisite Global Majority
shall reasonably agree from time to time, relating to (i) maintenance of
the separateness of the Issuer for bankruptcy remoteness purposes and
(ii) three selected Manager Reports and Asset Base Certificates delivered
during the preceding year, to achieve the objectives specified on Exhibit D
hereto.  4.1.7Direction of Investments.  The Manager in its sole discretion and in
accordance with its normal business practices shall direct the Indenture
Trustee, in accordance with the terms of the Indenture, as to which Eligible
Investments it shall invest funds on deposit in the Trust Account, the
Restricted Cash Account and each Series Account.  4.1.8Interest Rate Hedge Agreements.  When required by Section 628 of the
Indenture, the Manager shall arrange for the Owner to enter into Interest Rate
Hedge Agreements (which Interest Rate Hedge Agreements must be in form and
substance reasonably satisfactory to the Requisite Global Majority) that comply
with the provisions of that Section.  4.1.9Back-up Data Tape.  The Manager shall deliver the Back-up Data
Tape in accordance with the provisions of Section 3.10.3 hereof.  4.2Manager Advances.  The Manager may, at its option, if the funds
then on deposit in the Trust Account, any Series Account or the Restricted
Cash Account are insufficient to make any payments due on the next succeeding
Payment Date pursuant to Section 302 of the Indenture, remit to the Trust
Account by 1:00 p.m. New York time on each Determination Date, any amount
of funds (a Manager Advance); provided, that (A) the
Manager deems such Manager Advance to be recoverable from delinquent rental
payments owing with respect to Leases of the Managed Containers and (B) unless
otherwise consented to in writing in each instance by the Indenture Trustee
(acting at the direction of the Requisite Global Majority); the aggregate
amount of all Manager Advances outstanding at any time shall not exceed fifty
percent (50%) of the outstanding balance of all Lease receivables which are
less than ninety (90) days delinquent. 
Under no circumstances shall this Section 4.2 be interpreted as
obligating the Manager to make any Manager Advance.  The Manager shall be reimbursed for Manager
Advances on each Payment Date from amounts on deposit in the Trust Account,
subject to the priority of payments set forth in Sections 302 and 806 of the
Indenture.  Section 5.Deposits to Trust Account; Payment of Management Fee.  5.1Deposits.  5.1.1Weekly Deposits to Trust Account.  On or before the last Business Day in New
York of each calendar week beginning with the first full calendar week
following the week of the Closing Date, the Manager shall cause to be
transferred from the Concentration Account to the Trust Account an amount equal
to the excess (if any) of (x) the sum of (A) the Managers  11


good faith estimate of the
Container Revenues for the Managed Containers received during the immediately
preceding calendar week (including any customer advance payments) and (B) subject
to Section 311 of the Indenture, the Managers good faith estimate of the
Sales Proceeds and Casualty Proceeds received during the immediately preceding
calendar week, over (y) the Managers good faith estimate of Direct
Operating Expenses for the Managed Containers accrued during the immediately
preceding calendar week (the excess of (x) over (y), the Estimated Net
Operating Income).  Prior to such
transfer or deposit, all Container Revenues, Sales Proceeds and Casualty
Proceeds received, or held by, the Manager with respect to the Managed
Containers shall be deemed to be held by the Manager in trust for the benefit
of the Indenture Trustee.  On or before each
Determination Date, the Manager shall determine the excess (if any) of (x) the
aggregate amount of Container Revenues, Sales Proceeds and Casualty Proceeds
for the Managed Containers actually received during the immediately preceding
Collection Period over (y) the aggregate amount of Direct Operating
Expenses accrued during such Collection Period and to be paid in the current or
a subsequent Collection Period (the excess of (x) over (y), the Actual
Net Operating Income).  If the Actual
Net Operating Income for such Collection Period exceeds the Estimated Net
Operating Income for such Collection Period, then the Manager will cause to be
transferred from the Concentration Account to the Trust Account on such
Determination Date funds in an amount equal to such excess.  However, if the Estimated Net Operating
Income for such Collection Period exceeds the Actual Net Operating Income for
such Collection Period, then the Manager shall indicate so on that months
Manager Report and the amount of such excess (such excess, the Excess Deposit)
will be distributed to the Manager on the immediately succeeding Payment Date.  5.2Compensation of Manager.  5.2.1Management Fee.  As compensation to the Manager for the performance
of its services hereunder, the Owner shall pay to the Manager the Management
Fee for the immediately preceding Collection Period in arrears on each Payment
Date (or, in the case of the first payment of the Management Fee, for the
payment thereof, commencing on the Closing Date).  Subject to the terms and conditions of the
Indenture, the Management Fee shall be payable to the Manager (to the extent
not previously withheld in accordance with the terms hereof) from amounts on
deposit in the Trust Account to the extent monies are available for the payment
thereof in accordance with the provisions of Section 302(c) of the
Indenture;  provided,
however, that, as long as no Manager Default shall have occurred and
been continuing for thirty (30) days, the Manager shall be entitled to withhold
in advance, at periodic intervals more frequent than each Payment Date, the pro rataportion of the Management Fee owing to the Manager
for such interval from the actual Container Revenues, Sales Proceeds or
Casualty Proceeds received by it from lessees or sublessees.  For the sake of clarity, to the extent the
Manager has withheld amounts from the actual Container Revenues, Sales Proceeds
or Casualty Proceeds received by it from lessees or sublessees, then such
amounts shall be deducted from the Management Fee owing to the Manager from the
Owner hereunder.  On each Payment Date,
the Manager and the Owner shall determine whether the amounts actually paid to
or withheld by the Manager during the preceding calendar month pursuant to the
terms of this Section 5.2.1 accord with the Management Fee owing under
this Agreement for such month and shall arrange that any excess or deficiency
promptly be corrected (i.e., in the case of an overpayment to the Manager,  12


the Manager shall promptly
repay such overpayment, and in the case of an underpayment to the Manager such
underpayment shall be added to the Management Fee payable to the Manager on
such Payment Date). Upon any resignation or termination of the Manager in
accordance with the terms of this Agreement and the other Transaction
Documents, such resigning or terminated Manager shall not be entitled to
receive any Management Fee accruing on or after the effective date of such termination
or resignation and such resigning or terminated Manager shall immediately remit
to the Trust Account any portion of the Management Fee deducted in advance by
such resigning or terminated Manager which did not accrue as of the date
following such termination or resignation on which a replacement Manager has
assumed the responsibilities of the resigning or terminated Manager.  5.2.2Business Day.  Notwithstanding anything to the contrary
contained herein, if any date on which a payment becomes due hereunder is not a
Business Day, then such payment may be made on the next succeeding Business Day
with the same force and effect as if made on such scheduled date.  5.2.3No Set-Off, Counterclaim, etc.  The Managers obligation under this Agreement
to transfer to or to deposit any amount to the Trust Account shall (subject to
the withholding of the Management Fee as contemplated by Section 5.2.1
hereof) be absolute and unconditional and all payments thereof shall be made
free and clear of and without any deduction for or on account of any set-off or
counterclaim or any circumstance, recoupment, defense or other right which the
Manager may have against the Owner or any other Person for any reason
whatsoever (whether in connection with the transactions contemplated hereby or
any other transactions), including without limitation, (i) any defect in
title, condition, design or fitness for use, of, or any damage to or loss or
destruction of, any Managed Container, (ii) any insolvency, bankruptcy,
moratorium, reorganization or similar proceeding by or against the Manager or
any other Person, or (iii) any other circumstance, happening or event
whatsoever, whether or not unforeseen or similar to any of the foregoing.  5.2.4Manner of Payment.  All payments hereunder shall be made in
United States Dollars by wire transfer of immediately available funds prior to
2:00 P.M. prevailing Eastern Time, on the date of payment.  Section 6.Term.  6.1.1Term.  The Term of this Agreement shall commence on
the date hereof and shall end on the date on which all Outstanding Obligations
have been repaid, unless earlier terminated in accordance with the provisions
hereof.  6.1.2Resignation by Manager.  The Manager may not resign from its
obligations and duties as Manager hereunder, except (i) with the prior
written consent of Owner and the Requisite Global Majority or (ii) upon a
determination by the Manager that the performance by Manager of its duties
under this Agreement is no longer permissible under Applicable Law, which
determination shall be evidenced by an Opinion of Counsel, in form and
substance reasonably satisfactory to Owner and the Requisite Global Majority,
to such effect delivered to the Indenture Trustee, the Transition Agent and
each Series Enhancer.  No such
resignation shall, to the extent consistent with Applicable Law, become
effective until a  13


replacement Manager has
assumed the responsibilities of the resigning Manager in accordance with the
terms of this Agreement, Section 405 of the Indenture and the other
Transaction Documents.  Section 7.Intercreditor Agreement.  (a)TAL will use commercially reasonable efforts to join the Issuer and the
Indenture Trustee as parties to the Intercreditor Agreement.  (b)To the extent that neither the Indenture nor this Agreement is considered
to be an Equipment Loan Agreement within the meaning of the Intercreditor
Agreement, the Manager hereby extends to the Owner and the Indenture Trustee
the benefit of the same covenants and rights set forth in Section 5 of the
Intercreditor Agreement.  Section 8.Representations and Warranties; Covenants.  8.1Manager Representations.  The
Manager represents and warrants to the Owner, the Indenture Trustee and each Series Enhancer
that:  8.1.1The
Manager is a corporation duly organized and validly existing under the laws of
the State of Delaware and is duly qualified and is authorized to do business
and is in good standing (or its equivalent) in all jurisdictions where it is
required by Applicable Law to be so qualified (or its equivalent) and has all
licenses, permits, charters and registrations necessary for the operation of
its container management business, except for any such jurisdiction where the
failure to be so qualified or for any licenses the failure to hold which,
either individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.  8.1.2The
Manager has the requisite power and authority to enter into and perform its
obligations under this Agreement, and all requisite corporate authorizations
have been given for it to enter into this Agreement and to perform all the
matters envisaged hereby, this Agreement has been duly executed and delivered
and constitutes the valid, legally binding and enforceable obligation of the
Manager, subject to bankruptcy, insolvency, moratorium, reorganization and
other laws of general applicability relating to or affecting creditors rights
and to general equity principles.  8.1.3The
Manager has not breached its certificate of incorporation or by-laws or any
other agreement to which it is a party or by which it is bound in the course of
conduct of its business and corporate affairs and has not breached any
applicable laws and regulations, except for such breaches which would not have
a materially adverse effect on the Managers ability to perform its obligations
under this Agreement.  8.1.4There
are no Proceedings or investigations to which the Manager or any of its
Affiliates is a party pending or, to the Managers knowledge, threatened,
before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality (A) asserting the invalidity of this
Agreement or any other Transaction Document, (B) seeking to prevent the
consummation of any of the transactions contemplated by this Agreement or any
other Transaction Document or (C) seeking any determination or ruling that
is reasonably likely to materially and adversely affect the performance by the
Manager of its obligations under, or the  14


validity or enforceability
of, this Agreement or any other Transaction Document to which it is a party.  8.1.5The
execution, delivery and performance of the transactions contemplated by and the
fulfillment of the terms of this Agreement and the other Transaction Documents
will not conflict with, result in any breach of any of the terms and provisions
of, or constitute (with or without notice or lapse of time or both) a default
under, the organizational documents of the Manager, or any material term of any
indenture, agreement, mortgage, deed of trust, or other instrument to which
Manager is a party or by which it is bound, or result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement, mortgage, deed of trust, or other instrument, or
violate any law or any order, rule, or regulation applicable to Manager of any
court or of any federal or state regulatory body, administrative agency, or
other Governmental Authority having jurisdiction over Manager or any of its
properties, in each case, other than any conflict, breach, default, Lien, or
violation that would not reasonably be expected to result in a Material Adverse
Change.  8.1.6The
Manager shall take all actions as may be necessary to perform the Issuers
obligations under Section 604 of the Indenture.  8.1.7The
Manager will fulfill all of its obligations as lessor under any Lease Agreement
to which a Managed Container is subject except where any such nonfulfillment
would not reasonably be expected to materially and adversely affect the rights
of the Owner under such Lease.  The
Manager shall use commercially reasonable efforts to perform all of the Owners
duties and obligations under the Transaction Documents to which the Owner is a
party; provided, however, that nothing
contained herein shall be construed as an express or implied guaranty by the
Manager of the Notes or any other Outstanding Obligation incurred by the Owner.  8.1.8Promptly,
but in any case within seven (7) Business Days of an Authorized Officer
becoming aware of a Manager Default, Early Amortization Event or an Event of
Default, and which, in each case, has not been waived in writing by the
Requisite Global Majority, the Manager shall deliver to the Owner, the
Transition Agent, the Indenture Trustee and each Series Enhancer a written
notice describing the nature of such event and period of existence and, in the
case of a Manager Default, the action the Manager is taking or proposed to take
with respect thereto.  8.1.9Since
December 31, 2009, there has been no Material Adverse Change in the
financial condition of the Manager.  8.1.10The
Manager will operate the Managed Containers so as not knowingly cause a
violation of the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as
amended) (the Trading With the Enemy Act) or any of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) (the Foreign Assets Control Regulations) or any
enabling legislation or executive order relating thereto (which for the
avoidance of doubt shall include, but shall not be limited to (a) Executive
Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg.
49079 (2001)) (the  15


Executive Order) and (b) the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)).  Furthermore, none of the Manager or its
Affiliates (i) is or will become a blocked person as described in the
Executive Order, the Trading With the Enemy Act or the Foreign Assets Control
Regulations or (ii) engages or will engage in any dealings or
transactions, or be otherwise associated, with any such blocked person.  8.1.11The
credit and collection policy used by the Manager as in effect on the Closing
Date (which policy also addresses the criteria under which a lessee is allowed
to self-insure for property and liability risks) is attached as Exhibit C
hereto.  The credit and collection policy
used by the Manager is subject to modification from time to time at the discretion
of the Manager.  The Credit and
Collection Policy shall mean the credit and collection policy used by the
Manager as modified by the Manager from time to time.  8.1.12The
depreciation policy as in effect on the Closing Date used in the calculation of
the Asset Base for the purposes of the Transaction Documents is attached as Exhibit E
hereto.  8.2Owner Representations.  The
Owner represents and warrants to the Manager:  8.2.1The
Owner is a limited liability company duly organized and validly existing under
the laws of Delaware;  8.2.2The
Owner has the requisite power and authority to enter into and perform its
obligations under this Agreement and all requisite limited liability company
authorizations have been given for it to enter into this Agreement and to
perform all the matters envisaged hereby, this Agreement has been duly executed
and delivered by the Owner and constitutes the valid, legally binding and
enforceable obligation of the Owner, subject to bankruptcy, insolvency,
moratorium, reorganization and other laws of general applicability relating to
or affecting creditors rights and to general equity principles; and  8.2.3The
Owner has not breached its limited liability company agreement or any other
agreement to which it is a party or by which it is bound in the course of
conduct of its business and corporate affairs and has not breached any
applicable laws and regulations of Delaware in such manner as would in any case
have a materially adverse effect on its ability to perform its obligations
under this Agreement.  8.2.4Since
its formation, there has been no Material Adverse Change in the financial
condition of the Owner.  8.3Covenants of the Manager.  8.3.1Location of Books and Records.  The Manager shall not change the location at
which the Owners books and records are maintained unless (i) the Manager
shall have given the Indenture Trustee, the Transition Agent and each Series Enhancer
at least thirty (30) days prior written notice thereof and (ii) the
Manager shall cause to be filed any necessary registration of charges or
documents of similar import necessary to continue the Indenture Trustees
security interest in the Collateral.  16


8.3.2Liens.  Except for the Lien created pursuant to the
Contribution and Sale Agreement and Permitted Encumbrances: (a) Manager
agrees not to create, incur, or grant, directly or indirectly, any lien,
security interest, pledge or hypothecation of any kind on or concerning (i) its
rights under this Agreement or (ii) the Managed Containers or any interest
therein; and (b) Manager shall promptly take, or cause to be taken, such
action as may be necessary to discharge any such lien arising by, through or
under the Manager.  8.3.3UNIDROIT Convention.  The Manager will comply with the terms and
provisions of the UNIDROIT Convention on International Interests in Mobile
Equipment or any other internationally recognized system for recording
interests in or liens against shipping containers at the time that such
convention is adopted for containers.  8.3.4Identification of Gross Lease Revenues and Direct Operating Expense; Transfer of Gross Lease Revenues.  The Manager will establish and maintain such
procedures as are necessary for determining and for identifying Container
Revenues and Direct Operating Expenses to a specific Managed Container.  Notwithstanding the foregoing, Manager shall
have the right to allocate various indirect overhead expenses among containers
in the Container Fleet (including the Managed Containers) in any way it deems
appropriate as long as such allocation is non-discriminatory, fair and
equitable, after giving due recognition to the cost, age and other factors
relevant to the Managed Containers as compared to other containers in the
Container Fleet.  8.3.5Compliance with Credit and Collection Policy.  The Manager will comply in all
material respects with the Credit and Collection Policy in regard to the
origination of, and amendments and modifications to, Leases of Managed
Containers.  The Manager shall not amend
the Credit and Collection Policy in any respect which would materially and
adversely affect the Noteholders without the prior written consent of the
Requisite Global Majority in each instance. 
The Manager shall promptly provide the Owner, the Transition Agent and
the Indenture Trustee with a copy of all amendments to the Credit and
Collection Policy.  8.3.6Inspections.The Manager shall, upon reasonable prior notice, allow the Transition
Agent, each Series Enhancer and each Hedge Counterparty to inspect, under
guidance of officers of the Manager, the Managers facilities during normal
business hours.  So long as no Manager
Default, Early Amortization Event or Event of Default is continuing, the
Manager shall pay the reasonable and documented costs and expenses incurred by
such Person(s) in conducting not more than one such inspection in any
calendar year; provided, however, that the
Manager and such designee selected by the Requisite Global Majority shall
coordinate such that, so long as no Manager Default, Early Amortization Event
or Event of Default is continuing, the Manager shall not be responsible for
paying for more than one inspection in total per calendar year pursuant to this
Section 8.3.6 and Section 3.10 hereof.  In addition, the Manager shall pay the
reasonable and documented costs and expenses incurred by such Person(s) in
conducting any such examinations during the continuation of any of a Manager
Default, Early Amortization Event or Event of Default.  8.3.7Container Management System.  Without the prior written consent of the
Indenture Trustee, acting at the direction of the Requisite Global Majority,
the Manager agrees that it will not grant to any Person, or permit any Person
to obtain, a Lien (other than items listed  17


in clauses (i), (ii),
(iii), (iv) or (v) of the definition of Permitted Encumbrances (as
determined as though the Container Management System were deemed Collateral
for the purposes of the definition of Permitted Encumbrance)) over the
Container Management System.  8.3.8Rating Agency Notices.  Subject to the application of applicable law,
the Manager shall promptly deliver a copy of any written notice concerning the
Owners credit rating received by it from any Rating Agency to the Indenture
Trustee, the Transition Agent and each Series Enhancer.  Section 9.Manager Default.  9.1Manager Default.  Each of
the following is a Manager Default:  9.1.1The Manager shall fail to make any deposits of Container Revenues, Sales
Proceeds, Casualty Proceeds or any other amounts due and payable under this
Agreement to the Trust Account within one (1) Business Day after the date
such deposit is due; provided, that
if such failure to make a deposit shall result from administrative failure
beyond the control of the Manager, the Manager shall have two (2) additional
Business Days to cure such failure before such failure shall constitute a
Manager Default.  9.1.2The Manager shall fail (A) to deliver any report required to be
delivered to the Indenture Trustee pursuant to the terms of Sections 4.1.2 or
4.1.3 hereof such failure shall continue unremedied for three (3) Business
Days or (B) in any material respect to perform the covenant of the Manager
to deliver financial statements set forth in the second sentence of Section 4.1.1
and such failure shall continue unremedied for thirty (30) days after the
earlier of the date (x) on which there has been given to the Manager, by
the Indenture Trustee, the Transition Agent, 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 Manager
shall have knowledge of such default or breach; 
provided, however, that (x) if the
reason for such failure is primarily attributable to changes in accounting
principles or interpretations or the application of the same, (y) such
changes are not related to the assets of the Issuer and (z) no Manager
Default then exists under clauses (9) through (12) below, then such
failure shall not constitute a Manager Default under this Section 9.1.2
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 pursuant to its Enhancement Agreement);  9.1.3The Manager shall fail to (A) deliver any report required to be delivered
to the Indenture Trustee pursuant to the terms hereof or of any other
Transaction Document (which is not otherwise addressed in Section 9.1.2)
and such failure shall continue unremedied for thirty (30) days, or (B) perform
or observe, or cause to be performed or observed, in any material respect any
other covenant or agreement contained herein or in any other Transaction
Document (including in its capacity as Seller) (which is not otherwise
addressed in this Section 9.1), which failure materially and adversely
affects the interests of the Noteholders or (if it is then the Control Party
for a Series of Outstanding Notes or shall have made an unreimbursed
payment pursuant to its Enhancement Agreement) any Series Enhancer, and
such failure, if capable of remedy, shall continue unremedied for a period of
thirty (30) days after earlier of the date (x) on  18


which there has been given
to the Manager, by the Indenture Trustee, the Transition Agent, 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
Manager shall have knowledge of such default or breach.  9.1.4Any representation or warranty made by the Manager in this Agreement or
any other Transaction Document (including in its capacity as Seller), or in any
certificate, report or financial statement delivered by it pursuant hereto or
thereto proves to have been untrue in any material respect when made, such
breach materially and adversely affects the interests of the Noteholders or (if
it is then the Control Party for a Series of Outstanding Notes or shall
have made an unreimbursed payment pursuant to its Enhancement Agreement) any Series Enhancer,
and such breach, if capable of remedy, shall continue unremedied for a period
of thirty (30) days after the earlier of the date (x) on which there has
been given to the Manager, by the Indenture Trustee, the Transition Agent, 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
Manager shall have knowledge of such default or breach.  9.1.5TAL ceases to be engaged in the container leasing or management business.  9.1.6The Manager shall commence a voluntary case concerning itself under the
Bankruptcy Code; or an involuntary case is commenced against the Manager or any
of its Subsidiaries and the petition is not controverted within 10 days, or is
not dismissed within 60 days, after commencement of the case; or a custodian
(as defined in the Bankruptcy Code) is appointed for, or takes charge of, all
or substantially all of the property of the Manager; or the Manager commences
any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Manager and
such proceeding remains undismissed for a period of 60 days; or the Manager is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Manager suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or the
Manager makes a general assignment for the benefit of creditors; or any action
is taken by the Manager for the purpose of effecting any of the foregoing;  9.1.7Except as permitted by Sections 2 and 13 hereof, Manager assigns or
attempts to assign its interest under this Agreement.  9.1.8A Change of Control shall have occurred with respect to the Manager.  9.1.9The Leverage Ratio of TAL International Group as of the last day of any
fiscal quarter shall be in excess of 4.75 to 1.00.  9.1.10As of the last day of each fiscal quarter beginning with the fiscal
quarter ending September 30, 2010, the Consolidated EBIT to Consolidated
Cash Interest Expense Ratio is less than 1.10 to 1.00.  19


9.1.11As of the last day of each fiscal quarter beginning with the fiscal
quarter ending September 30, 2010, the Consolidated Tangible Net Worth of
TAL International Group is less than the sum of (i) $321,351,326; plus (ii) an
amount equal to fifty percent (50%) of the cumulative sum of the aggregate net
income of TAL International Group and its Consolidated Subsidiaries (as such
term is defined in the Credit Agreement) on a consolidated basis, determined in
accordance with GAAP for the period commencing on January 1, 2006 and
terminating on such date of determination.  9.1.12Any of the Manager, TAL International Group, the Borrower (as such term
is defined in the Credit Agreement) or any Restricted Subsidiary (as such term
is defined in the Credit Agreement) fails to make any payment when due (beyond
the applicable grace or cure period with respect thereto, if any) or defaults
in the observance or performance (beyond the applicable grace or cure period
with respect thereto, if any) of any payment obligation, or any other agreement
or covenant with respect to the Indebtedness that, individually or in the
aggregate for all such Persons, exceeds Twenty Million Dollars ($20,000,000)
and, such condition is not remedied by a permanent and unconditional cure or
waiver of such default within thirty (30) days.  9.1.13One or more judgments or decrees shall be entered against TAL
International Group, the Borrower (as such term is defined in the Credit
Agreement) or any of its Restricted Subsidiaries (as such term is defined in
the Credit Agreement) (other than a Special Purpose Vehicle (as such term is
defined in the Credit Agreement)) involving a liability (to the extent not paid
when due or covered by a reputable and solvent insurance company (with any
portion of any judgment or decree not so covered to be included in any
determination hereunder)) equal to or in excess of Twenty Million Dollars
($20,000,000) for all such judgments and decrees and all such judgments or
decrees shall either be final and non-appealable or shall not have been
vacated, discharged or stayed or bonded pending appeal for any period of 30
consecutive days.  9.1.14This Agreement shall at any time cease to be the legal, valid and binding
obligation of the Manager, enforceable in accordance with its terms.  9.1.15The Manager shall fail to deliver to the Transition Agent the Back-up
Data File in accordance with Section 3.10.3 hereof, and such failure, if
capable of remedy, shall continue unremedied for a period of three (3) days
after earlier of the date (x) on which there has been given to the
Manager, by the Indenture Trustee, the Transition Agent, 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
Manager shall have knowledge of such default or breach.  The occurrence of a
Manager Default shall constitute an Actionable Default under the
Intercreditor Agreement for so long as Manager Default is continuing.  A Manager Default may be waived in a written
instrument executed by the Requisite Global Majority in each such
instance.  Any such waiver of a Manager
Default shall not be construed as a waiver of any subsequent Manager
Default.  No delay by the Requisite
Global Majority or any of its assigns, shall constitute any such waiver or
prejudice the Requisite Global Majority in exercising any right, power or
privilege arising out of such Manager Default.  20


9.2Remedies.  If a Manager Default shall have occurred and
be continuing, and any Notes are then Outstanding, the Indenture Trustee,
acting at the direction of the Requisite Global Majority and in the Requisite Global
Majoritys discretion, shall have the right (upon written notice (a Manager
Termination Notice) to the Manager, the Issuer, the Transition Agent, each
Interest Rate Hedge Counterparty and the Rating Agencies), in addition to other
rights or remedies that the Issuer or its assignee may have under any
Applicable Law or in equity to: (i) terminate this Agreement,
(ii) appoint a replacement Manager selected by the Requisite Global
Majority to manage the Managed Containers, (iii) take control of the Managed
Containers wherever located, subject to the rights of lessees under Lease
Agreements to which any of the Managed Containers shall at the time be subject
or to appoint a replacement Manager to manage the Managed Containers,
(iv) appoint an independent auditor of national reputation and mutually
acceptable to the Issuer and the Requisite Global Majority (the Verification
Auditor) to verify that all prior Manager Reports and Asset Base Certificates
prepared by the Manager are in accordance with this Agreement and/or (v) exercise
any other remedies specifically set forth in this Agreement, the Indenture and
the other Related Documents that are exercisable while a Manager Default is
continuing.  Notwithstanding such
termination, until the Manager is notified of the appointment of a replacement
manager and the replacement manager has assumed such responsibility, the
Manager shall (i) continue to manage the Managed Containers and the Owners
business, and deposit into the Trust Account all Container Revenues, Sales
Proceeds, Casualty Proceeds and other amounts, and submit all reports due
hereunder and perform all other services required hereunder, all in accordance
with this Agreement and (ii) not make any disbursement of funds from the
Concentration Accounts (whether to the Owner or any other Person) until the
Verification Auditor has verified the allocation of such amounts.  9.3Transfer of Managed Containers.  Upon any termination of this Agreement
pursuant to Section 9.2, the Manager shall cooperate with the Owner, the
Indenture Trustee, the Transition Agent and the Requisite Global Majority in
transferring management of the Managed Containers as provided in the Indenture,
including, but not limited to making available all books and records (including
computer systems and data contained therein) pertaining to the Managers
activities hereunder, providing access to, and cooperating in the transfer of,
information from the Managers computer system to the Owners or its designees
system, promptly notifying lessees of the termination of management of the
Managed Containers by the Manager and assumption of management by the Owner or
its designee, depositing funds belonging to the Owner but not yet in the Trust
Account to such account as designated by the Owner or its assignee, executing
assignments of interests in Lease Agreements pertaining to the Managed
Containers and taking any other action as may be reasonably requested by the
Owner or its assignee to ensure the orderly assumption of management of the
Managed Containers by the Owner or its designee.  During such transition period, the outgoing
Manager shall continue to provide notices pursuant to Section 8.1.8 and Section 6.19
of the Indenture that relate to occurrences of which it is aware.  9.4Power of Attorney.  The Manager hereby irrevocably constitutes
and appoints the Indenture Trustee, with full power of substitution (such
appointment being coupled with an interest), as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of the Manager and in the name of the Manager or in its own name, for the
purpose of carrying out the terms of this Agreement, to take (subject to the
limitations set forth below) any and all appropriate action and to execute any
and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Agreement, and, without  21


limiting the generality of the foregoing, the
Manager hereby gives the Indenture Trustee the power and right, on behalf of
the Manager, without notice to or assent by the Manager (subject to the
limitation set forth below), to do any or all of the following:  (i)So long as a Manager Default has occurred and
is continuing and a Manager Termination Notice has been delivered in accordance
with the terms hereof, at any time, in the name of the Manager or its own name,
or otherwise, to take possession of and endorse and collect any checks, drafts,
notes, acceptances or other instrument, general intangible or contract or any
other Collateral and to file any claim or to take any other action or
proceeding in any court of law or equity or otherwise deemed appropriate by the
Indenture Trustee, the Transition Agent or any Series Enhancer for the purpose
of collecting any and all such moneys due under any account, instrument,
general intangible or contract with respect to the Managed Containers and the
other Collateral whenever payable;  (ii)So long as a Manager Default has occurred and
is continuing and a Manager Termination Notice has been delivered in accordance
with the terms hereof, at any time, to enter and use the premises of the
Manager and make use of the Managers computer database, software system and
all other books and records relating to the Managed Containers and the other
Collateral.  The Manager hereby grants,
and agrees to grant from time to time, to the Indenture Trustee a non-exclusive
royalty-free license (such license not to be exercised until, and only so long
as, a Manager Default has occurred and is continuing and a Manager Termination
Notice has been delivered in accordance with the terms hereof) of all its
intellectual property rights arising in connection with the software system
used by the Manager in connection with the Managed Containers, such license to
be irrevocable until the later of (a) the last date on which any Note was
Outstanding or (b) the date on which all amounts owed to the Indenture
Trustee, the Noteholders and any Series Enhancer pursuant to the terms of
the Indenture and the related Enhancement Agreement shall have been paid in
full, subject, in the case of intellectual property rights held under license
by the Manager, to the prior consent of the relevant licensor, if required,
which consent the Manager undertakes to use its reasonable efforts forthwith to
obtain at its own expense on terms reasonably acceptable to the Indenture
Trustee and any Series Enhancer so long as a Manager Default has occurred
and is continuing and a Manager Termination Notice has been delivered in
accordance with the terms hereof; and  (iii)So long as an Event of Default or Manager
Default has not occurred, upon the failure of the Manager to comply with the
provisions of Section 8.1.6 (and so long as an Event of Default or Manager
Default has occurred, whether or not the Manager has complied with the
provisions of Section 8.1.6), to execute and deliver those agreements,
instruments, documents and papers (including, without limitation, deeds of
trust) as the Manager may otherwise be required to file in accordance with the
provisions of Section 8.1.6 hereof.  The Manager hereby
ratifies and confirms and agrees to ratify and confirm whatever any such
attorney shall do or propose to do in the exercise or purported exercise of all
or any of the powers, authorities and discretion referred to in this Section.  9.5Owner Power of Attorney.  The
Owner hereby irrevocably constitutes and appoints the Indenture Trustee, 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 Owner and in the  22


name
of the Owner or in its own name, for the purpose of carrying out the terms of
this Agreement and the other Transaction Documents to which the Owner is a
party, to take (subject to the limitations set forth below) any and all
appropriate action and to execute any and all documents and instruments which
may be necessary or desirable to accomplish the purposes of this Agreement,
and, without limiting the generality of the foregoing, the Owner hereby gives
the Indenture Trustee the power and right, on behalf of the Owner, without
notice to or assent by the Owner (subject to the limitation set forth below),
to do any or all of the following:  (i)So long as a Manager Default has occurred and
is continuing and a Manager Termination Notice has been delivered in accordance
with the terms hereof, at any time, in the name of the Owner or its own name,
or otherwise, to take possession of and indorse and collect any checks, drafts,
notes, acceptances or other instrument, general intangible or contract or any
other Collateral and to file any claim or to take any other action or
proceeding in any court of law or equity or otherwise deemed appropriate by the
Indenture Trustee or any Series Enhancer for the purpose of collecting any
and all such moneys due under any account, instrument, general intangible or
contract with respect to the Managed Containers and the other Collateral whenever
payable;  (ii)So long as an Event of Default or Manager
Default has occurred and is continuing, at any time, to enter and use the
premises of the Owner and make use of the Owners computer database, software
system and all other books and records relating to the Managed Containers and
the other Collateral.  The Owner hereby
grants, and agrees to grant from time to time, to the Indenture Trustee a
non-exclusive royalty-free license (such license not to be exercised until, and
only so long as, a Manager Default has occurred and is continuing and a Manager
Termination Notice has been delivered in accordance with the terms hereof) of
all its intellectual property rights arising in connection with the software
system used by the Owner in connection with the Managed Containers, such
license to be irrevocable until the later of (a) the last date on which
any Note was Outstanding or (b) the date on which all amounts owed to any Series Enhancer
pursuant to the terms of the Indenture and any related Enhancement Agreement
shall have been paid in full, subject, in the case of intellectual property
rights held under license by the Owner, to the prior consent of the relevant
licensor, if required, which consent the Owner undertakes to use its reasonable
efforts forthwith to obtain at its own expense on terms reasonably acceptable
to the Indenture Trustee, the Transition Agent and any Series Enhancer;
and  (iii)So long as an Event of Default or Manager
Default has not occurred, upon the failure of the Manager to comply with the
provisions of Section 8.1.6 (and so long as an Event of Default or Manager
Default has occurred, whether or not the Manager has complied with the
provisions of Section 8.1.6), to execute and deliver those agreements,
instruments, documents and papers (including, without limitation, deeds of
trust) as the Owner (or the Manager, on behalf of the Owner) may otherwise be
required to file in accordance with the provisions of Section 8.1.6 hereof
or in accordance with Section 604 of the Indenture.  Section 10.No Partnership.  Except as otherwise
provided herein, the Managers activities taken on behalf of the Owner
hereunder will be taken solely as manager of the Managed Containers.  The parties hereto  23


expressly recognize and
acknowledge that this Agreement is not intended to create a partnership, joint
venture or other entity between the Manager and the Owner.  Section 11.No Warranties.  THE MANAGED CONTAINERS
ARE BEING DELIVERED BY THE OWNER TO THE MANAGER AS IS.  THE OWNER MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION, MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE MANAGED CONTAINERS, THE ABSENCE OF
LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, THE ABSENCE OF
OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR
WARRANTY WHATSOEVER, EXPRESS OR IMPLIED.  Section 12.Non-Exclusivity.  During the term of this
Agreement, the Manager may provide container, management, sales, leasing or
remarketing services directly or indirectly to any other Person or on behalf of
any other Person.  Section 13.Assignment.  This Agreement, and the
rights and duties of the Manager hereunder, may not be assigned by the Manager
to any other Person without the prior written consent of the Owner and the
Indenture Trustee (acting at the direction of the Requisite Global
Majority).  The Owner may charge, assign,
pledge or hypothecate its rights (but not its obligations) under this Agreement
as provided herein.  The Manager hereby
acknowledges that the Owner shall pledge all of its rights, title and interest
under this Agreement to the Indenture Trustee (for the benefit of the
Noteholders), and the Manager hereby consents to such pledge.  The Manager will give any Rating Agency prior
notice of any assignment effected pursuant to this Section 13.  Section 14.Indemnification.  14.1By the Owner.  The Owner,
at its own expense, shall defend, indemnify and hold the Manager harmless from
and against any and all claims, actions, damages, losses, liabilities, costs
and expenses (including reasonable legal fees) (each, a Claim) incurred by or
asserted against the Manager to the extent resulting or arising from the
Managers performance of its obligations under this Agreement or from the Owners
failure to comply with or perform its obligations under this Agreement, except
for Claims which arise out of the Managers willful misconduct, or gross
negligence, or failure to comply with or perform its obligations under this
Agreement.  Manager subordinates its
claims under this Section 14.1 to all claims which have priority in
payment pursuant to the provisions of Section 302 and Section 806 of
the Indenture.  14.2By the Manager.  14.2.1The Manager, in its capacity as the Manager, agrees to, and hereby does,
indemnify and hold harmless the Owner, the Indenture Trustee (for the benefit
of the Noteholders), any Series Enhancer, any Hedge Counterparty, the Deal
Agents (as such term is  24


defined in the Note
Purchase Agreement), the Liquidity Agents (as such term is defined in the Note
Purchase Agreement), the Purchasers (as such term is defined in the Note
Purchase Agreement), the Transition Agent and their respective officers,
directors, employees and agents (each of the foregoing, an Indemnified Party)
against any and all liabilities, losses, damages, penalties, costs and expenses
which may be incurred or suffered by such Indemnified Party (except to the extent
caused by the gross negligence or willful misconduct on the part of the
Indemnified Party) as a result of claims, actions, suits or judgments asserted
or imposed against an Indemnified Party and arising out of (i) an action
or inaction by the Manager that is contrary to the Servicing Standard or
otherwise in violation of the terms of this Agreement; or (ii) any breach
of or any inaccuracy in any representation or warranty made by the Manager in
this Agreement or in any certificate delivered by the Manager pursuant hereto;
or (iii) any breach of or failure by the Manager to perform any covenant
or obligation of the Manager set out or contemplated in this Agreement; (iv) personal
injury or property damage claim arising out of or in connection with the negligence
of the Manager; or (v) any defense, setoff or counterclaim arising out of
any negligence of the Manager or any acts or omissions of the Manager related
to the performance hereunder of its duties with respect to the Managed
Containers; provided however, that the foregoing
indemnity shall in no way be deemed to impose on the Manager any obligation to
reimburse an Indemnified Party for: (A) losses arising from the financial
inability of the related obligor on a Lease Agreement to make the payments due thereunder
or because the Leases otherwise are uncollectible, or (B) losses arising
from the failure of the remarketing proceeds of the Managed Containers to
achieve historical or projected levels for reasons other than the Managers
failure to comply with the terms of this Agreement.  The provisions of this Section 14.2
shall run directly to and be enforceable by an injured party, subject to the
limitations hereof.  The obligations of
the Manager under this Section 14.2 shall survive the resignation or removal
of the Manager and each Indemnified Party, the payment of the Notes and
Outstanding Obligations and the termination of this Agreement or the Indenture;
it being understood and agreed that the Manager shall have no liability for the
actions or inactions of any replacement Manager.  14.2.2The Manager shall pay any amounts owing by it pursuant to this Section 14
directly to the Indemnified Party, and such amounts shall not be deposited in
the Trust Account.  14.2.3Indemnification payments owing pursuant to the provisions of this Section 14
shall include, without limitation, reasonable and documented fees and expenses
of counsel and expenses of litigation reasonably incurred.  Section 15.No Bankruptcy Petition Against the Owner.  The Manager will not, prior
to the date that is one year and one day after the payment in full of all
Outstanding Obligations under the Indenture or obligations of the Issuer under
any of the other Transaction Documents, institute against the Owner, or join
any other Person in instituting against the Owner, an Insolvency
Proceeding.  The provision of this Section 15
shall survive the termination of this Agreement.  25


Section 16.Notices.  All notices, demands or
requests given pursuant to this Agreement shall be in writing, sent by
internationally recognized overnight courier service or by telecopy or hand
delivery, to the following addresses:  To
  the Manager:
  
  TAL
  International Container Corporation100
  Manhattanville RoadPurchase,
  New York 10577-2135Attn:     Jeffrey
  Casucci, Vice President, Treasury and CreditFax:
  (914) 697-2526with
  a copy to:TAL
  International Container Corporation100
  Manhattanville RoadPurchase,
  New York 10577-2135Attn:     Marc
  A. Pearlin, Vice President, General Counsel & SecretaryFax:      (914)
  697-2526To
  the Owner:
  
  TAL
  Advantage IV LLC100
  Manhattanville RoadPurchase,
  New York 10577-2135Attn:     Jeffrey
  Casucciwith
  a copy to:TAL
  International Container Corporation100
  Manhattanville RoadPurchase,
  New York 10577-2135Attn:     Jeffrey
  Casucci, Vice President, Treasury and CreditFax:      (914)
  697-2526To
  the Indenture Trustee:
  
  Wells
  Fargo Bank, National AssociationMAC
  N9311-161Sixth
  Street and Marquette AvenueMinneapolis,
  MN 55479Attention:
  Corporate Trust Services - Asset-Backed AdministrationTel:
   (612) 667-8058Fax:
   (612) 667-3469  26


To
  the Transition Agent:
  
  Wells
  Fargo Bank, National AssociationMAC
  N9311-161Sixth
  Street and Marquette AvenueMinneapolis,
  Minnesota 55479Attn:     Corporate
  Trust Services - Asset-Backed AdministrationFax:      (612)
  667-3464To
  any Series Enhancer:
  
  At
  the address set forth in the related Enhancement AgreementTo
  any Hedge Counterparty:
  
  At
  the address set forth in the related Hedge Agreement  Notice shall be effective
and deemed received (a) two days after being delivered to the courier
service, if sent by courier, (b) upon receipt of confirmation of
transmission, if sent by telecopy or (c) when delivered, if delivered by
hand.  Section 17.Governing Law; Consent to Jurisdiction.  17.1Governing Law.  THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW, BUT WITHOUT GIVING EFFECT TO ANY OTHER PRINCIPLES OF
CONFLICTS OF LAW).  17.2Consent to Jurisdiction.  Any
legal suit, action or proceeding against Owner or Manager arising out of or
relating to this Agreement, 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 of Owner and Manager 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 enforcing this Agreement, Owner and
Manager each hereby irrevocably submits to the jurisdiction of any such court
in any such suit, action or proceeding.  17.3Waiver of Jury Trial.  EACH
OF THE PARTIES HERETO IRREVOCABLY WAIVES, AS AGAINST EACH 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 THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, INCLUDING
IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.  Section 18.Successors and Assigns.  The terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of the parties hereto.  27


Section 19.Severability.  If any term or provision
of this Agreement or the performance thereof shall to any extent be or become
invalid or unenforceable, such invalidity or unenforceability shall not affect
or render invalid or unenforceable any other provisions of this Agreement, and
this Agreement shall continue to be valid and enforceable to the fullest extent
permitted by law.  Section 20.Entire Agreement; Amendments; Waiver.  This Agreement represents
the entire agreement between the parties with respect to the subject matter
hereof and may not be amended or modified except by an instrument in writing
signed by the parties hereto and approved by (x) the Requisite Global
Majority, (y) if such amendment or modification would directly affect the
Transition Agent, the Transition Agent, and (z) if such amendment or
modification would cause any of the events set forth in Section 1002(a)(i) through
(vii) of the Indenture to occur, the Persons specified in Section 1002(a) of
the Indenture which are then the Control Party for such Series or shall
have made an unreimbursed payment; provided,
that, if any such amendment or modification would (i) reduce the amount
payable to such Series Enhancer, (ii) amend the relative priority of
any such payment pursuant to Sections 302 or 806 of the indenture (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 of the Indenture 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 Agreement and
the other Transaction Documents, or (v) modify provisions of any
Transaction Document relating to requirements that the consent of such Series Enhancer
be obtained, then the approval of such Series Enhancer shall also be
required.  The Manager will send prior
notice of any amendment or modification to the Rating Agencies setting forth in
general terms the substance of such amendment or modification.  Waiver of any terms or conditions of this
Agreement (including any extension of time required for performance) shall be
effective only if in writing and shall not be construed as a waiver of any
subsequent breach or waiver of the same terms or conditions or a waiver of any
other term or condition of this Agreement. 
No delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof.  Section 21.Counterparts.  This Agreement may be
executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by facsimile or PDF file
shall be effective as delivery of a manually executed counterpart of this
Agreement.  28


Section 22.Intended Third Party Beneficiaries.  Each of the Transition
Agent, each Series Enhancer, the Requisite Global Majority, each Hedge
Counterparty and the Indenture Trustee are express third party beneficiaries of
this Agreement; and, as such, shall have full power and authority to enforce
the provisions of this Agreement against the parties hereto.  Except as set forth in the immediately preceding
sentence, this Agreement shall be binding upon and inure solely to the benefit
of each party hereto, and nothing in this Agreement, express or implied, is
intended to or shall confer on any other Person any right, benefit or remedy of
any nature whatsoever under or by reason of this Agreement.  29


IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed as of the date first
written above.  TAL
  INTERNATIONAL CONTAINER CORPORATION, as ManagerBy:Name:Title:  MANAGEMENT
AGREEMENT


TAL
  ADVANTAGE IV LLC, as Owner,By:
  TAL
  International Container Corporation, its managerBy:Name:Title:  MANAGEMENT AGREEMENT