Exhibit 4.50 
  CONTRIBUTION AND SALE AGREEMENT  
   between   TAL INTERNATIONAL CONTAINER CORPORATION,   and   TAL ADVANTAGE IV LLC  
   Dated as of   June 28, 2010


TABLE OF CONTENTS  PageARTICLE IDEFINITIONSSECTION 1.01
  Definitions
  1SECTION 1.02
  General Interpretive Principles
  1ARTICLE IITRANSFER OF CONTAINERSSECTION 2.01
  Transfer of Transferred Assets on the Closing Date
  2SECTION 2.02
  Transferred Containers and Related Assets after the Closing
  Date
  2SECTION 2.03
  Required Financing Statements; Marking of Records
  3SECTION 2.04
  General Provisions Regarding All Transfers of Containers
  4ARTICLE IIIREPRESENTATIONS AND WARRANTIESSECTION 3.01
  Representations and Warranties of the Seller
  6SECTION 3.02
  Representations and Warranties of the Issuer
  12SECTION 3.03
  Breach of Representations and Warranties Regarding Certain
  Transferred Assets
  15SECTION 3.04
  Substitute Container
  15ARTICLE IVCOVENANTS OF THE SELLERSECTION 4.01
  Seller Covenants
  16SECTION 4.02
  Pledge of Transferred Assets
  18ARTICLE VCONDITIONS PRECEDENTSECTION 5.01
  Conditions to Issuer Obligations
  19SECTION 5.02
  Conditions to the Sellers Obligations
  19SECTION 5.03
  Waiver of Conditions
  20  i


TABLE OF CONTENTS (continued)  PageARTICLE VITERMINATIONSECTION 6.01
  Termination
  20SECTION 6.02
  Effect of Termination
  20ARTICLE VIIINDEMNIFICATION PAYMENTSSECTION 7.01
  Indemnification
  20SECTION 7.02
  Procedure for Indemnification
  21ARTICLE VIIIMISCELLANEOUS PROVISIONSSECTION 8.01
  Amendment
  21SECTION 8.02
  Governing Law
  22SECTION 8.03
  Notices
  22SECTION 8.04
  Severability of Provisions
  23SECTION 8.05
  Assignment
  24SECTION 8.06
  Further Assurances
  24SECTION 8.07
  Waiver; Cumulative Remedies
  24SECTION 8.08
  Counterparts
  24SECTION 8.09
  Binding
  24SECTION 8.10
  Merger and Integration
  24SECTION 8.11
  Headings
  24SECTION 8.12
  Schedules and Exhibits
  24SECTION 8.13
  Intended Third Party Beneficiaries
  25SECTION 8.14
  Consent to Jurisdiction
  25SECTION 8.15
  WAIVER OF JURY TRIAL
  25SECTION 8.16
  No Claim
  25  EXHIBIT A
 List of Containers EXHIBIT B
 Container Transfer Certificate SCHEDULE
3.01  Other Names of Seller  ii


CONTRIBUTION
AND SALE AGREEMENT  THIS
CONTRIBUTION AND SALE AGREEMENT, dated as of June 28, 2010 (as amended,
modified or supplemented from time to time in accordance with the terms hereof,
this Agreement), is entered into between TAL INTERNATIONAL CONTAINER
CORPORATION (together with its permitted successors and assigns, the Seller),
a Delaware corporation, and TAL ADVANTAGE IV LLC (together with its permitted
successors and assigns, the Issuer), a limited liability company organized
under the laws of Delaware.  W I T N E S S E T H:  WHEREAS,
the Seller wishes to transfer to the Issuer from time to time containers,
leases and other related assets, and the Issuer desires to acquire such assets
from the Seller, in each case on the terms and conditions set forth herein;  WHEREAS,
the assets transferred by the Seller to the Issuer hereunder will subsequently
be pledged by the Issuer to the Indenture Trustee as collateral for the Notes
to be issued from time to time pursuant to the terms of the Indenture;  NOW
THEREFORE, in consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:  ARTICLE I  DEFINITIONS  SECTION 1.01Definitions. 
Capitalized terms used in this Agreement but not defined herein shall
have the meaning assigned to such terms in Appendix A to the Indenture dated as
of June 28, 2010, between the Issuer and Wells Fargo Bank, National
Association, as Indenture Trustee, as such Appendix A may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms of the Indenture.  SECTION 1.02General Interpretive Principles.  For
purposes of this Agreement except as otherwise expressly provided or unless the
context otherwise requires:  (a)the terms defined in this Agreement have the meanings assigned to them in
this Agreement and include the plural as well as the singular, and the use of
any gender herein shall be deemed to include the other gender;  (b)accounting terms not otherwise defined herein have the meanings assigned
to them in accordance with Generally Accepted Accounting Principles;  (c)references herein to Articles, Sections, Subsections, paragraphs,
and other subdivisions without reference to a document are to designated
Articles, Sections, Subsections, paragraphs and other subdivisions of this
Agreement;


(d)a reference to a Subsection without further reference to a Section is
a reference to such Subsection as contained in the same Section in which
the reference appears, and this rule shall also apply to paragraphs and
other subdivisions;  (e)the words herein, hereof, hereunder and other words of similar import
refer to this Agreement as a whole and not to any particular provision; and  (f)the term include or including shall mean without limitation by reason
of enumeration.  ARTICLE II  TRANSFER
OF CONTAINERS  SECTION 2.01Transfer of Transferred Assets on the Closing
Date.  On
the Closing Date, the Seller shall sell, transfer and convey to the Issuer, and
the Issuer shall acquire from the Seller, all of the Sellers rights, title and
interest in, and under (i) the Containers identified on Exhibit A
hereto and (ii) the Related Assets with respect thereto (the items
described in clauses (i) and (ii) collectively, the Initial
Transferred Assets).  The purchase price
for the Initial Transferred Assets shall be an amount equal to the sum of (x) the
sum of the Net Book Values (determined as of the last day of the month
preceding the Closing Date) of such Containers, and (y) the sum of the
then Fair Market Values of such Related Assets (the sum of (x) and (y),
the Initial Purchase Price).  The
Initial Purchase Price shall be paid by the Issuer on the Closing Date by (i) making
a cash payment to the Seller in an amount equal to One Hundred Eighty-Five
Million Eight Hundred Eighty Thousand Four Hundred Dollars ($185,880,400), and (ii) the
issuance by Issuer to the Seller of all of the authorized membership interests
of the Issuer.  The excess of (a) the
aggregate Fair Market Value of the Initial Transferred Assets, over (b) the
amount of cash described in the preceding sentence, shall be treated as a
contribution to capital of the Issuer.  SECTION 2.02Transferred Containers and Related Assets
after the Closing Date.  (a)Subsequent to the Closing Date, the Seller may, from time to time, sell,
transfer and convey, to the Issuer, and the Issuer may in its sole discretion,
acquire from the Seller, all of such Sellers rights, title and interest in, to
and under such additional Containers and the Related Assetswith respect thereto (collectively, the Additional
Transferred Assets) as shall be identified from time to time on a Container
Transfer Certificate substantially in the form of Exhibit B hereto
to be delivered on such Transfer Date. 
The Seller and the Issuer hereby agree that the purchase price of such
Additional Transferred Assets (such purchase price, the Additional Purchase
Price) sold by the Seller on any such subsequent Transfer Date shall be an
amount equal to the sum of (x) the sum of the Net Book Values (determined
as of the last day of the month preceding such Transfer Date) of such
additional Containers and (y) the sum of the Fair Market Values of such
Related Assets.  The Additional Purchase
Price will be paid on the related Transfer Date in full.  2


At
the option of the Seller, some or all of the Additional Transferred Assets may
be transferred by the Seller to the Issuer as a capital contribution.  In
connection with any transfer of Additional Transferred Assets to the Issuer,
the Seller shall, on or prior to the respective Transfer Date, (i) execute
and deliver each of the documents set forth in Section 2.02(b) hereof,
and (ii) complete the actions required by Section 2.03 hereof.  (b)In connection with any transfer of Transferred Assets by the Seller to
the Issuer in accordance with the provisions of Section 2.01 or Section 2.02
of this Agreement, the Seller shall execute and deliver to the Issuer(and the Issuer shall deliver to the
Requisite Global Majority and the Indenture Trustee) on or before the related
Transfer Date, each of the following documents:  (i)A completed Container Transfer Certificate which certificate shall
operate as an assignment, without recourse, representation or warranty (except
for the representations and warranties specifically set forth in this
Agreement) of all such Sellers right, title, and interest in and to the
Transferred Assets identified in such Container Transfer Certificate;  (ii)Completed UCC financing statements and documents of similar import, if
applicable, described in Section 2.03(a) hereof, together with
evidence of filing of such financing statements, changes or similar documents,
in the appropriate filing offices and jurisdictions as may be required to
perfect the Issuers ownership of the Related Assets; and  (iii)A supplement to the List of Containers (or, in the case of the initial
Transfer Date, the List of Containers itself). 
Upon delivery of such supplement, the List of Containers shall be deemed
to have been amended to incorporate the information contained in such
supplement.  SECTION 2.03Required Financing Statements; Marking of
Records.  (a)In connection with the transfer by it on any Transfer Date, the Seller
agrees to record and file, at its own expense, the following UCC financing
statements (and/or amendments to previously filed UCC financing statements)
with respect to the Related Assets, such filings to be made (unless otherwise
requested by the Requisite Global Majority or any Series Enhancer) in each
case only to the extent necessary pursuant to applicable law to perfect the
ownership interest of the Issuer:  (i)UCC financing statements filed against the Seller andcovering the Transferred Assets.  Such financing statements (or documents of
similar import) shall be filed in the appropriate filing offices in the
jurisdiction in which the Seller is located (as defined in the UCC) or as
otherwise required under Applicable Law;  (ii)UCC financing statements or documents of similar import, evidencing the
release of the security interest of any other Person with respect to any of the
Transferred Assets; and  3


(iii)With respect to each Finance Lease included in the Transferred Assets, a
UCC financing statement (or document of similar import), naming each lessee of
Containers subject to such Finance Lease, as debtor, the Seller, as secured
party, and the Containers under such related Finance Lease as collateral, such
financing statement against the lessee shall be filed in the appropriate filing
offices in the jurisdiction in which the lessee is located (as determined under
the UCC); provided, however, that the Seller shall
not be required to change the name of the secured party as of record in any
such filing office.  All
UCC financing statements required pursuant to this Section 2.03 shall meet
the requirements of Applicable Law. 
Nothing contained in this Section 2.03 shall limit the Sellers
obligation to file continuation or termination statements in accordance with Section 4.01(g) of
this Agreement and Applicable Law.  The
Seller shall forward, promptly upon receipt, file-stamped copies of all UCC
financing documents described in paragraphs (i) and (ii) above to the
Indenture Trustee, the Requisite Global Majority and each Series Enhancer.  (b)In connection with each transfer of Transferred Assets, the Seller shall,
at its own expense on or prior to each Transfer Date, cause its master
accounting and data processing records to be marked to indicate that all right,
title and interest in each Transferred Asset has been irrevocably and absolutely
transferred to the Issuer.  SECTION 2.04General Provisions Regarding All Transfers of
Containers.  (a)Except as specifically provided in Sections 3.03 and 7.01 of this
Agreement, all transfers of Transferred Assets by the Seller to the Issuer pursuant
to this Agreement shall be without recourse to the Seller; it being understood that the Seller shall
be liable to the Issuer for all representations, warranties, covenants and
indemnities made by the Seller pursuant to the terms of this Agreement, all of
which representations, warranties, covenants and indemnifications shall survive
the transfer of such Transferred Assts hereunder.  Notwithstanding any term or provision of this
Agreement, nothing in this Agreement shall create (or shall be deemed to create)
recourse to the Seller for (i) the failure of the lessees under the Leases
included in the Transferred Assets to make any payments under such Leases or
the Leases otherwise being uncollectible and/or (ii) the failure of the
Issuer to realize an amount equal to the sum of (x) the Net Book Value of
a Transferred Container and (y) the Fair Market Value of the Related
Assets with respect to such Transferred Containers.  (b)The Seller and the Issuer intend all transfers of Transferred Assets to
be true sales or true contributions by the Seller to the Issuer that are
absolute and irrevocable and that provide the Issuer with the full benefits of
ownership of the Transferred Assets, and neither the Seller nor the Issuer
intend the transactions contemplated hereunder to be, or for any purpose to be
characterized as, loans from the Issuer to the Seller.  It is, further, not the intention of the
Issuer or the Seller that the conveyance of the Transferred Assets by the Seller
be deemed a grant of a security interest in the Transferred Assets by the
Seller to the Issuer to secure a debt or other obligation of the Seller.  However, in the event that, notwithstanding
the intent of the parties, any Transferred Assets are considered to be property
of the Sellers estate, then (i) this  4


Agreement also shall be deemed to be and
hereby is a security agreement within the meaning of Applicable Law, and (ii) the
conveyance by the Seller provided for in this Agreement shall be deemed to be a
grant by the Seller to the Issuer of, and the Seller hereby grants to the
Issuer, a security interest in and to all of the Sellers right, title and
interest in, to and under the Transferred Assets, whether now or hereafter
existing or created, to secure (A) the rights of the Issuer hereunder, (B) a
loan by the Issuer to the Seller in an amount equal to the sum of (1) the
sum of the Net Book Values of all Transferred Containers and (2) the sum
of the Fair Market Values of all Related Assets, in each case to the extent of
all of the Transferred Containers transferred or purported to be transferred by
the Seller hereunder, (C) without limiting the foregoing, the payment and
performance of the Sellers obligations (whether monetary or otherwise)
hereunder, and (D) payment to the Issuer of all lease rentals, and other
payments in respect of the Leases and proceeds of the Transferred Assets
transferred or purported to be transferred hereunder.  The Seller and the Issuer shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
Transferred Assets, such security interest would be deemed to be a perfected
security interest of first priority in favor of the Issuer under Applicable Law
and will be maintained as such throughout the term of this Agreement.  The Seller hereby irrevocably authorizes the
Issuer (and the Issuer hereby authorizes the Indenture Trustee (as pledgee of
the Issuers rights hereunder)), at any time, and from time to time, to file in
any filing office in any jurisdiction any initial financing statements or
documents of similar import and amendments thereto that (x) indicate
Transferred Assets as collateral regardless of whether any particular asset
included in the Transferred Assets falls within the scope of Article 9 of
the UCC, and (y) provide any other information required for the
sufficiency or filing office acceptance of any financing statement or document
of similar import or amendment.  The
Seller agrees to furnish any such information to the Issuer promptly upon the
Issuers request, and the Issuer agrees to furnish any such information to the
Indenture Trustee (as pledgee of the Issuers rights hereunder) promptly upon
the Indenture Trustees request.  The
Seller also ratifies its authorization for the Issuer and the Issuer also
ratifies its authorization for the Indenture Trustee having filed in any
jurisdiction any financing statements or documents of similar import or
amendments thereto if filed prior to the date hereof.  (c)Consistent with the Issuers ownership of the Transferred Assets, as
between the parties to this Agreement, the Issuer shall have the sole right to
service, administer and collect the Transferred Assets and to assign and/or
delegate such right to others;  (d)Except as specifically provided for in Section 3.03 and Section 3.04
hereof, the Issuer shall have no obligation to account to the Seller for the
Transferred Assets.  The Issuer shall
have no obligation to account for, or to return rental payments on or with
respect to any Transferred Asset, or any interest or other finance charge
collected pursuant thereto, to the Seller, irrespective of whether such
collections and charges are in excess of the Initial Purchase Price or
Additional Purchase Price, as appropriate, of such Transferred Asset.  The Issuer shall have the sole right to
retain any gains or profits created by buying, selling or holding the
Transferred Assets and shall have the sole risk of and responsibility for
losses or damages created by such buying, selling or holding;  (e)The Issuer shall have the unrestricted right to further assign, transfer,
deliver, hypothecate, subdivide or otherwise deal with the Transferred Assets,
and all of the  5


Issuers right, title and interest in, to and
under this Agreement, on whatever terms the Issuer shall determine, pursuant to
this Agreement or otherwise.  ARTICLE III  REPRESENTATIONS
AND WARRANTIES  SECTION 3.01Representations and Warranties of the Seller.  The
Seller hereby makes the following representations and warranties.  The Issuer has relied upon such
representations and warranties in accepting the conveyance of the Transferred Assets.  Such representations and warranties are made
only as of a Transfer Date with respect to the Transferred Assets transferred
to the Issuer on such date and, with respect to the representation and warranty
set forth in clause (v) below, as of the date which is two Business Days
following the later of the acquisition of the applicable Transferred Asset by
the Issuer or the inclusion of the applicable Transferred Asset in the Asset
Base, but shall survive each transfer and conveyance of the respective Transferred
Assets to the Issuer.  (a)Organization and Good Standing.  The Seller is a corporation duly organized,
validly existing and in compliance under the laws of the State of Delaware,
with power and authority to own its properties and to conduct its business as
such properties are currently owned and such business is currently conducted,
had at all relevant times, and now has, power, authority, and legal right to
acquire and own the Transferred Assets and to perform its obligations hereunder
and under any Transaction Document to which it is a party;  (b)Due Qualification.  The Seller is qualified as a foreign
corporation in each jurisdiction where failure to be so qualified would have a
material adverse effect upon its business and has obtained all necessary
licenses and approvals as required under Applicable Law, in each case, where
the failure to be so qualified, licensed or approved, would reasonably be
expected to materially and adversely affect the ability of the Seller to
perform its obligations under and comply with the terms of this Agreement and
any other Transaction Document to which it is a party;  (c)Power and Authority; Due Execution and Delivery.  The Seller has the corporate
power and authority to execute and deliver this Agreement and any other
Transaction Document to which it is a party and to carry out the terms thereof;
the Seller has duly authorized the transfer and conveyance to the Issuer of the
Transferred Assets by all necessary corporate action; the execution, delivery,
and performance by the Seller of this Agreement and any other Transaction
Document to which it is a party has been duly authorized by the Seller by all
necessary corporate action and this Agreement and any other Transaction
Document to which it is a party have been duly executed and delivered by the
Seller;  (d)Legal Name.  The legal name of the Seller is as set forth
on the signature page of the Seller for this Agreement, and, except as set
forth in Schedule 3.01 hereof, in the five years preceding the date of this
Agreement:  (a) the Seller has not
changed its name, the Seller has not used, and does not currently use, any
trade names, fictitious names, assumed names or doing business as names, and (b) the
Seller has not been known by any name other than TAL International Container
Corporation;  6


(e)Valid Assignment; Binding Obligations.  This Agreement constitutes a valid transfer
and conveyance to the Issuer of all right, title, and interest of the Seller
in, to and under the Transferred Assets and the Transferred Assets will be held
by the Issuer free and clear of any Lien of any Person claiming through or
under the Seller, except for Permitted Encumbrances; and this Agreement and
each other Transaction Document to which the Seller is a party, when duly
executed and delivered by the other parties thereto, will constitute a legal,
valid, and binding obligation of the Seller enforceable against the Seller in
accordance with its terms subject as to enforceability to applicable
bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or
other laws affecting creditors rights generally and to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity
or at law);  (f)No Violation.  The consummation of the transactions
contemplated by and the fulfillment of the terms of this Agreement and the
Transaction Documents to which it is a party 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 charter documents
or by-laws of the Seller, or any material term of any indenture, agreement,
mortgage, deed of trust, or other instrument to which the Seller 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, other than this Agreement and the
Indenture, or violate any material provision of any law, order, rule, or
regulation applicable to the Seller of any court or of any federal or state
regulatory body, administrative agency, or other Governmental Authority having
jurisdiction over the Seller 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;  (g)No Proceedings or Injunctions.  There are (i) no actions, suits,
proceedings or investigations pending, or, to the knowledge of the Seller,
threatened, before any court, regulatory body, administrative agency, or other
tribunal or Governmental Authority (A) asserting the invalidity of this
Agreement or any other Transaction Document to which it is a party, (B) seeking
to prevent the consummation of any of the transactions contemplated by this
Agreement or any other Transaction Document to which it is a party, or (C) seeking
any determination or ruling that might materially and adversely affect the
performance by the Seller of its obligations under, or the validity or
enforceability of, this Agreement or any other Transaction Document to which it
is a party, and (ii) no injunctions, writs, restraining orders or other
orders are in effect against the Seller that would materially and adversely
affect its ability to perform under this Agreement or any other Transaction
Document to which it is a party;  (h)Compliance with Law.  The Seller:  (i)is not in violation of any laws, ordinances, governmental rules or
regulations or any court order to which it is subject or by which it is bound,
in each case the violation of which would reasonably be expected to materially
and adversely affect the ability of the Seller to perform its obligations under
this Agreement or any other Transaction Document to which it is a party; and  7


(ii)has obtained all licenses, permits, franchises or other governmental
authorizations necessary to the ownership of its property or to the conduct of
its business including, without limitation, with respect to transactions
contemplated by this Agreement and the other Transaction Documents to which it
is a party, in each case, other than any such license, permit, franchise or
other authorization the failure to so obtain will not reasonably be expected to
result in a Material Adverse Change;  (i)Insolvency.  The Seller is not insolvent under the
Insolvency Law and will not be rendered insolvent by the transactions
contemplated by this Agreement; the Seller is paying its debts as they become
due and, after giving effect to the transactions contemplated hereby, will have
adequate capital to conduct its business;  (j)[Reserved];  (k)Place of Business.  As of the Closing Date, the principal place
of business and chief executive office of the Seller and the place where the
accounting books and records of the Seller are maintained is located at its
address set forth in Section 8.03 and has been located at such address at
all times since the later of (i) the date of formation of the Seller, and (ii) the
date that is five years prior to the Closing Date;  (l)Accounting and Tax Treatment.  The Seller will treat the transfer of the
Transferred Assets to the Issuer pursuant to this Agreement as a capital
contribution (in part) and sale (in part) of such Transferred Assets (which
allocation between capital contribution and sale will be determined in
accordance with Sections 2.01 and Section 2.02 hereof) for financial
reporting and accounting purposes.  The
Seller will treat the transfer of the Transferred Assets as a transfer to an
entity disregarded as separate from its owner for U.S. federal, state and local
income tax purposes (Tax Purposes); provided, that in the event Issuer may
become treated as a partnership for Tax Purposes, then from and after such
time Seller will treat the transfer of the Transferred Assets as a transfer to
a partnership for such purposes;  (m)Bulk Transfer Provisions.  No transfer, assignment or conveyance of the
Transferred Assets by the Seller to the Issuer contemplated by this Agreement
will be subject to the bulk transfer or any similar statutory provisions in
effect in any applicable jurisdiction;  (n)All Representations and Warranties True.  All representations, warranties,
certifications and statements made by the Seller in any certificate or other
document delivered in connection with the closing of the transactions
contemplated by the Transaction Documents including all representations,
warranties, certifications and statements made to Vedder Price P.C. in support
of its opinions issued and delivered in connection with the issuance of the
Notes and each of the factual assumptions contained in such opinions, to the
extent compliance with such assumptions is in the control of the Seller, are
true and correct in all material respects as of the date made and do not omit
or fail to state a material fact necessary to make the statements contained
therein not misleading as of such date.  8


(o)Approvals.  All approvals, authorizations, consents,
orders or other actions of any Person required to be obtained by the Seller in
order to execute and deliver this Agreement and any other Transaction Documents
to which it is a party have been or will be taken or obtained on or prior to
the Closing Date;  (p)Financial Statements.  The consolidated balance sheet of TAL
International Group at December 31, 2009 and the consolidated statements
of income, retained earnings and cash flows for the twelve months ended on such
date, are accompanied by reports thereon containing opinions without qualification,
except as therein noted, by the independent accountants, have been prepared in
accordance with Generally Accepted Accounting Principles consistently applied,
and present fairly the financial position of TAL International Group and its
consolidated Subsidiaries (including the Seller) as of such dates and the
results of their operations for such periods;  Since
December 31, 2009 there has been no change in the business or financial
condition of TAL International Group and its consolidated Subsidiaries (including
the Seller) except as disclosed in TAL International Groups financial reports,
or changes in the ordinary course of business, which individually or in the
aggregate may have been materially adverse. 
Neither TAL International Group nor any of its consolidated Subsidiaries
(including the Seller) has any material liabilities or obligations other than
those disclosed in the financial statements (including the notes thereto)
referred to in the preceding paragraph or for which adequate reserves are reflected
in such financial statements or which were incurred in the ordinary course of
business since the date of such financial statements;  (q)Governmental Consent.  No consent, approval or authorization of, or
filing, registration or qualification with, any Governmental Authority is or
will be necessary or required on the part of the Seller in connection with the
execution, delivery, legality, binding effect or enforceability of this
Agreement or any other Transaction Document to which it is a party or the
transfer and conveyance of the Transferred Assets hereunder except for (A) the
filing of any financing statements and (B) such the failure of which to
make or obtain, individually or in the aggregate, would not reasonably be
expected to result in a material adverse effect on the Seller;  (r)Investment Company.  The Seller is not an investment company or
a company controlled by an investment company within the meaning of the
Investment Company Act of 1940, as amended;  (s)Substantive Consolidation.  The Seller is operated such that the Issuer
would not be substantively consolidated in the bankruptcy estate of the
Seller and its separate existence disregarded in the event of the bankruptcy of
the Seller under any applicable Insolvency Law;  (t)Financial Statements.  The financial statements and books and
records of the Seller will reflect the separate existence of the Issuer, the
annual consolidated financial statements of the Seller after the date hereof
will contain disclosures to the effect that the Seller has or will have one or
more direct and indirect Subsidiaries that were or may be established as
bankruptcy remote entities to facilitate asset securitization transactions;  9


(u)Valid Business Purpose.  The transfers and conveyances of Transferred
Assets by the Seller to the Issuer pursuant to the terms of this Agreement are
being consummated by the Seller in good faith, with no contemplation of
insolvency and with no intent to hinder, delay or defraud any of its present or
future creditors of the Seller;  (v)Title to Containers.  Immediately prior to the transfer of any
Transferred Asset to the Issuer pursuant to the terms of this Agreement, the
Seller had good and marketable title to such Transferred Asset, free and clear
of all Liens, except (i) Permitted Encumbrances and (ii) a
manufacturers or vendors lien for the unpaid purchase price of such
Transferred Asset so long as such unpaid purchase price is paid within two
Business Days following the later of the acquisition of such Transferred Asset
by the Issuer or the inclusion of such Transferred Asset in the Asset Base. The
Seller has not authorized the filing of, and is not aware of, any financing
statements against the Seller that include a description of collateral covering
the Transferred Assets other than any financing statement or document of
similar import (i) in favor of the Issuer pursuant to this Agreement or (ii) that
has been terminated.  The Seller is not
aware of any judgment or tax lien filings against the Seller;  (w)Rights to Lease Agreements are Assignable.  The assignment of the rights with respect to
each Lease Agreement (to the extent related to a Transferred Container) and all
scheduled lease payments to become due thereunder (which relate to a
Transferred Container) pursuant to this Agreement does not violate the terms of
the applicable Lease Agreement and such assignment by the Seller is permitted
without the consent of any Person other than consents which will have been
obtained on or before the related Transfer Date;  (x)All Necessary Action Taken.  Immediately after each of the transfers and
conveyances to the Issuer as contemplated in this Agreement, all necessary
action will have been taken by the Seller to validly transfer and convey to the
Issuer all right, title and interest of the Seller in and to the Transferred
Containers and the Related Assets;  (y)Eligible Container.  As of the related Transfer Date for a
Container, suchContainer is an
Eligible Container.  (z)Ordinary Course of Business.  All Lease Agreements related to Transferred
Containers were originated in the ordinary course of business of the Sellers
business and in accordance with the Credit and Collection Policy as in effect
on such origination date;  (aa)Binding Obligation.  Each Lease included in the Related Assets
being transferred to the Issuer on the applicable Transfer Date represents the
genuine, legal, valid and binding payment obligation in writing of the related
lessee, enforceable in accordance with its terms, except only as such
enforcement may be limited by bankruptcy, insolvency or similar laws affecting
the enforcement of creditors rights generally;  (bb)No Defenses.  No right of rescission, setoff, counterclaim
or defense exists or has been asserted in writing or threatened in writing with
respect to any Lease included in the Related Assets being transferred to the
Issuer on the applicable Transfer Date. 
The exercise of any right under any such Lease will not render such
Lease unenforceable in whole or in part or subject to any such right of
rescission, setoff, counterclaim or defense;  10


(cc)Servicing.  The servicing of each Lease included in the
Related Assets and the collection practices relating thereto have been lawful
and in accordance with the standards set forth in the Credit and Collection
Policy;  (dd)Seller Acquisition Cost.  One of the following: (A) with respect
to any Container originally acquired by the Seller subsequent to August 1,
2005, the vendors or manufacturers invoice price of such Container was
representative of the market price of containers of similar specifications with
such vendor or manufacturer on the date on which the Seller placed the order
for such Container with the vendor or manufacturer thereof; or (B) with
respect to any Container not covered by clause (A), the purchase price
allocated to such Container by the Seller on the Closing Date was reflective of
the market value (as determined in the Issuers good faith estimation) of such
class of Container;  (ee)Creation of Security Interest.  In the event that, contrary to the intention
of the parties hereto, the transfer of the Transferred Assets pursuant to the
terms of this Agreement is held not to constitute a true sale or a true
contribution, this Agreement creates a valid and continuing security interest
(as defined in the UCC) in the Transferred Assets in favor of the Issuer, which
security interest is prior to all other Liens other than Permitted
Encumbrances, and is enforceable as such against creditors of and purchasers
from the Seller;  (ff)UCC Classification.  As of the Transfer Date for a Transferred
Container:  (x) such Transferred
Container constitutes goods within the meaning of the applicable UCC; (y) the
related Lease constitutes tangible chattel paper within the meaning of the
UCC; and (z) the lease receivables under such Lease constitute accounts
or proceeds of such Lease within the meaning of the UCC;  (gg)Perfection of Security Interest.The Seller has caused the filing of all
appropriate financing statements or documents of similar import in the proper
filing office in the appropriate jurisdictions under Applicable Law in order to
perfect the Issuers ownership interest in the Transferred Assets.  All financing statements filed or to be filed
against the Seller in favor of the Issuer in connection herewith contain a
statement to the following effect:  A
purchase of or any other security interest in any collateral described in this
financing statement will violate the rights of the Issuer and the Indenture
Trustee (as the pledgee of the Issuer);  (hh)Possession of Leases.  Aside from any original counterparts of such
Lease included in such Transferred Assets in the possession of the lessee, the
only other original counterpart(s) of such Lease is in the possession of
the Manager or an Affiliate of the Manager. 
Such Lease (to the extent that such Lease relates to the Transferred
Containers) does not have any marks or notations indicating that such Lease (to
the extent that such Lease relates to the Transferred Containers) has been
pledged, assigned or otherwise conveyed to any Person; and  (ii)OFAC.  None of the Containers are leased, nor has
Seller consented to a sublease, to a Sanctioned Person or an entity organized
in a Sanctioned Country in a manner which would violate the laws of the United
States (other than pursuant to a license issued by OFAC).  None of the Seller, any Subsidiary of the
Seller or, to the knowledge of the Seller, any Affiliate of the Seller (i) is
a Sanctioned Person, (ii) has, to the knowledge of the Seller, any of its
assets in Sanctioned Countries, and (iii) derives any of its operating
income from investments  11


in, or transactions with, Sanctioned Persons
or Sanctioned Countries. The Purchase Price will not be used by the Seller, any
Subsidiary of the Seller or, to the knowledge of the Seller, any Affiliate of
the Seller, and has not been used to fund any operations in, finance any
investments or activities in or make any payments to, a Sanctioned Person or a
Sanctioned Country.  SECTION 3.02Representations and Warranties of the Issuer.  The
Issuer hereby makes the following representations and warranties.  The Seller has relied upon such
representations and warranties in transferring the Transferred Assets to the
Issuer.  Such representations and
warranties speak only as of the Transfer Date with respect to the Transferred
Assets transferred to the Issuer on such date, but shall survive each transfer
and conveyance of the respective Transferred Assets to the Issuer.  (a)Organization and Good Standing.  The Issuer is a limited liability company
duly organized and validly existing in compliance under the laws of the State
of Delaware, with full corporate power and authority to own and operate its
properties and to conduct its business as presently conducted and to enter into
and perform its obligations under this Agreement and each other Transaction
Document to which it is a party and the transactions contemplated hereby and
thereby;  (b)Due Qualification.  The Issuer is duly qualified to do business
as a foreign company in good standing, and has obtained all necessary licenses
and approvals in all jurisdictions in which the ownership or lease of property
or the conduct of its business requires such qualification, except to the
extent that the failure to be so qualified, licensed or approved would not, in
the aggregate, materially and adversely affect the ability of the Issuer to
perform its obligations under and comply with the terms of this Agreement or
any other Transaction Documents to which it is a party;  (c)Power and Authority.  The Issuer has the corporate power and
authority to execute and deliver this Agreement and to carry out its terms; and
the execution, delivery, and performance of this Agreement by the Issuer have
been duly authorized by the Issuer by all necessary company action;  (d)Binding Obligations.  This Agreement and each other Transaction
Document to which the Issuer is a party, when duly executed and delivered by
the other parties hereto or thereto, will constitute a legal, valid, and
binding obligation of the Issuer enforceable in accordance with its terms
subject as to enforceability to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors rights generally and
to general principles of equity (regardless of whether enforcement is sought in
a proceeding in equity or at law);  (e)No Violation.  The consummation of the transactions
contemplated by and the fulfillment of the terms of this Agreement and the
Transaction Documents to which it is a party 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 charter documents
or by-laws of the Issuer, or any material term of any indenture, agreement,
mortgage, deed of trust, or other instrument to which the Issuer 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  12


indenture, agreement, mortgage, deed of
trust, or other instrument, other than pursuant to the Indenture, or violate
any law or any order, rule, or regulation applicable to the Issuer of any court
or of any federal or state regulatory body, administrative agency, or other
Governmental Authority having jurisdiction over the Issuer or any of its
properties;  (f)No Proceedings or Injunctions.  There are (i) no proceedings or
investigations to which the Issuer is a party pending or, to the knowledge of
Issuer, threatened before any court, regulatory body, administrative agency or
other tribunal or Governmental Authority (A) asserting the invalidity of
this Agreement or any of the other Transaction Documents to which the Issuer is
a party, (B) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or any of the other Transaction
Documents to which the Issuer is a party, or (C) seeking any determination
or ruling that would materially and adversely affect the performance by the
Issuer of its obligations under, or the validity or enforceability of, this
Agreement or the other Transaction Documents to which the Issuer is a party and
(ii) no injunctions, writs, restraining orders or other orders are in
effect against the Issuer that would adversely affect its ability to perform
under this Agreement or the other Transaction Documents to which it is a party;  (g)Approvals.  All approvals, authorizations, consents,
orders or other actions of any Person required to be obtained by the Issuer in
connection with the execution and delivery of this Agreement or any other
Transaction Document to which it is a party have been or will be taken or
obtained on or prior to the Closing Date;  (h)Solvency.  The Issuer is not insolvent under the
Insolvency Law and will not be rendered insolvent by the transactions
contemplated by this Agreement; the Issuer is paying its debts as they become
due and, after giving effect to the transactions contemplated hereby, will have
adequate capital to conduct its business;  (i)Principal Place of Business; Trade Names.  The Issuer is a limited liability company
organized under the laws of the State of Delaware.  The Issuers only place of business (as
such term is referred to in Section 9-307 of the UCC) and its chief
executive office (as such term is referred to in Section 9-307 of the
UCC) is located at and has been located at such address at all times since the
date of formation of the Issuer, and the accounting books and records of the
Issuer are maintained at its address determined in accordance with Section 8.03.  The Issuer has not been known by any name
other than TAL ADVANTAGE IV LLC;  (j)Accounting and Tax Treatment.  The Issuer will treat the transfer of the
Transferred Assets to the Issuer by the Seller pursuant to this Agreement as a
capital contribution (in part) and sale (in part) of such Transferred Assets by
the Seller (which allocation between capital contribution and sale will be
determined in accordance with Sections 2.01 and Section 2.02 hereof) for
financial reporting and accounting purposes. 
The Issuer will treat the transfer of the Transferred Assets to the
Issuer as a transfer to an entity disregarded as separate from its owner for
U.S. federal, state and local income tax purposes (Tax Purposes); provided,
that in the event Issuer may become treated as a partnership for Tax
Purposes, then from and after such time Issuer will treat the transfer of the
Transferred Assets as a transfer to a partnership for such purposes;  13


(k)Investment Company.  The Issuer is not an investment company or
a company controlled by an investment company within the meaning of the
Investment Company Act of 1940, as amended;  (l)Separateness.  The Issuer: (1) conducts its business in
its own name, it being understood that the Issuers assets will be managed by
the Manager in accordance with the terms of the Management Agreement, (2) maintains
its books and records separate from those of any other Person, (3) does
not commingle its funds with any other Person (except for any commingling of
Collections which may occur prior to the identification and segregation of such
amounts in accordance with the terms of the Management Agreement), (4) maintains
separate financial statements, showing its assets and liabilities separate and
apart from those of any other Person, (5) holds itself out as a separate
entity, and (6) observes all other organizational formalities;  (m)All Representations and Warranties True.  All representations, warranties,
certifications and statements made by Issuer in any certificate or document
delivered in connection with the closing of the transactions contemplated by
the Transaction Documents including all representations, warranties,
certifications and statements made by the Issuer to Vedder Price P.C. in
support of its opinions issued and delivered in connection with the issuance of
the Notes and each of the factual assumptions contained in such opinions, to
the extent compliance with such assumptions is in the control of the Issuer,
are true and correct in all material respects as of the date made and do not
omit to state a material fact necessary to make the statements contained
therein not misleading as of such date;  (n)Financial Statements.  The financial statements and books and
records of the Issuer will reflect the separate existence of the Issuer and the
Seller;  (o)No Subsidiaries.  The Issuer has no Subsidiaries;  (p)Ordinary Course.  The transactions contemplated by this
Agreement are being consummated by the Issuer in good faith and in furtherance
of the Issuers ordinary business purposes, with no contemplation of insolvency
and with no intent to hinder, delay or defraud any of its present or future
creditors; and  (q)OFAC.  None of the Containers are leased, nor has
the Issuer consented to a sublease, to a Sanctioned Person or an entity
organized in a Sanctioned Country in a manner which would violate the laws of
the United States (other than pursuant to a license issued by OFAC).  The Issuer (i) is not a Sanctioned
Person, (ii) does not, to the knowledge of the Issuer, have any of its
assets in Sanctioned Countries, and (iii) derives any of its
operating income from investments in, or transactions with, Sanctioned Persons
or Sanctioned Countries. The Purchase Price will not be used and has not been
used by the Issuer to fund any operations in, finance any investments or
activities in or make any payments to, a Sanctioned Person or a Sanctioned
Country.  14


SECTION 3.03Breach of Representations and Warranties
Regarding Certain Transferred Assets.  (a)Upon discovery by the Seller or the Issuer (or any of their respective
successors or permitted assigns) of a breach of any of the Container
Representations and Warranties made by the Seller on the related Transfer Date,
the party (including any such successor or permitted assign) discovering such
breach shall give prompt written notice to the other party (and the Issuer
shall give prompt notice thereof to each of the Indenture Trustee and the
Requisite Global Majority).  If the
Issuer (or its successors or permitted assigns) reasonably determines that such
breach materially and adversely affects the interests of the Issuer or its
successors and permitted assigns, then, unless the breach shall have been
cured, or waived by the Issuer, within thirty (30) days after the receipt by
the Seller of written notice of such breach from the Issuer (or its successors
and permitted assigns), the Seller shall, on or prior to such thirtieth (30th)
day, repurchase the applicable Container (and all Related Assets with respect
thereto) by paying the Warranty Purchase Amount to the Issuer for deposit into
the Trust Account and, upon deposit of such payment in the Trust Account, such
repurchase shall occur automatically without further action by any Person.  (b)The Issuer agrees that the obligation of the Seller to make the
indemnification payments pursuant to this Section 3.03 shall constitute
the sole remedy available against the Seller by the Issuer and its successors
and permitted assigns for breach of a Container Representation or Warranty; provided, however, that nothing contained
herein shall derogate from the Sellers indemnification obligations set forth
in Section 7.01 hereof for matters other than a breach of a Container
Representation and Warranty.  SECTION 3.04Substitute Container.  (a)The Seller will have the right (exercisable solely at its option) at any
time to transfer to the Issuer one or more Containers and Related Assets (such
Containers and Related Assets, collectively, a Substitute Container) in
substitution for one or more Transferred Containers and Related Assets (such
Transferred Containers and Related Assets, collectively, a Predecessor
Container) if:  (i)the Predecessor Container is required to be repurchased pursuant to Section 3.03
hereof;  (ii)after giving effect to such substitution, no Asset Base Deficiency shall
exist;  (iii)the Substitute Container, when considered with all other Eligible
Containers, will satisfy the Concentration Limits; and  (iv)the ownership of such containers by the Issuer will not result in an
Early Amortization Event.  If
more than one Substitute Container is being transferred on any date, the
criteria set forth in clause (ii) above shall be determined on an
aggregate basis.  (b)Any substitution pursuant to this Section 3.04 shall become
effective upon compliance with the provisions of Section 2.02(b) hereof.  Upon the effectiveness of such  15


substitution, the Predecessor Container shall
automatically be reconveyed by the Issuer to the Seller without further action
by any Person.  ARTICLE IV  COVENANTS
OF THE SELLER  SECTION 4.01Seller Covenants. 
Seller hereby covenants and agrees with the Issuer (and its successors
and assigns) as follows:  (a)Merger or Consolidation of, or Assumption of the Obligations of, the
Seller. 
Notwithstanding anything in this Agreement to the contrary, any Person (i) into
which the Seller may be merged or consolidated, (ii) resulting from any
merger, conversion, or consolidation to which the Seller shall be party, or (iii) succeeding
to the business of the Seller substantially as a whole, will be the successor
to the Seller under this Agreement, without the execution or filing of any
document or any further act on the part of any of the parties to this
Agreement; provided, however, that the Seller shall not enter into any merger
or consolidation unless (x) immediately after giving effect to such
transaction, no Event of Default or Early Amortization Event shall result
therefrom, (y) the Seller shall have delivered to the Issuer, an Officers
Certificate and an Opinion of Counsel (which the Issuer shall forward to the
Indenture Trustee and the Requisite Global Majority) each stating that such
consolidation, merger, or succession complies with this Section 4.01 and
that all conditions precedent, if any, provided for in this Agreement relating
to such transaction have been complied with and (z) the Seller shall have
delivered to the Issuer an Opinion of Counsel (which the Issuer shall forward
to the Indenture Trustee and the Requisite Global Majority), either (1) stating
that, in the opinion of such counsel, all financing statements or other
documents of similar import, and amendments thereto have been executed (if
applicable) and filed that are necessary fully to perfect the interest of the
Issuer in the Transferred Assets, or (2) stating that, in the opinion of
such counsel, no such action shall be necessary to perfect such interest.  (b)Limitation on Liability of the Seller and Others.  The Seller and any director,
officer, employee or agent of the Seller may rely in good faith on any document
of any kind, prima facie properly executed and submitted by any Person
respecting any matters arising under this Agreement; provided, however, that
any such limitation does not affect the obligation of the Seller to accept
reconveyance of certain Containers and the Related Assets and to pay the
consideration therefor pursuant to Section 3.03.  The Seller in its capacity as such shall not
be under any obligation to appear in, prosecute, or defend any legal action
that is not incidental to its obligations as the transferor of the Transferred
Assets under this Agreement and that in its opinion may involve it in any
expense or liability.  (c)Preservation of Name, etc.  The Seller will not change its name,
identity, location of chief executive office, jurisdiction of incorporation or
corporate structure in any manner that would make ineffective any financing
statement, continuation statement, or documents of similar import, filed by the
Seller in accordance with Section 2.03 above unless (i) the Seller
shall have given the Issuer at least thirty (30) days prior written notice
thereof (which the Issuer promptly shall forward to the Indenture Trustee and
the Requisite Global Majority), (ii) the Seller shall have filed any
necessary financing statements or amendments thereof or  16


documents of similar import necessary to
continue the effectiveness of any financing statement or document of similar
import referred to in Section 2.03 above and (iii) the Seller shall
have delivered to the Issuer one or more Opinions of Counsel (which the Issuer
promptly shall forward to the Indenture Trustee and the Requisite Global
Majority), stating that, after giving effect to such change in name, identity,
location of chief executive office, jurisdiction of incorporation or corporate
structure: (A) the Seller and the Issuer will not, pursuant to applicable
Insolvency Law, be substantively consolidated in the event of any Insolvency
Proceeding by, or against, the Seller, (B) under applicable Insolvency
Law, the transfers of Transferred Assets made in accordance with the terms of
this Agreement will be treated as a true sale in the event of any Insolvency
Proceeding by, or against, the Seller and (C) either (1) in the
opinion of such counsel, all financing statements or other documents of similar
import, and amendments thereto have been executed (if applicable) and filed
that are necessary fully to perfect the interest of the Issuer in the
Transferred Assets, or (2) stating that, in the opinion of such counsel,
no such action shall be necessary to perfect such interest; provided that the
opinions described in clause (A) and clause (B) shall not be required
unless,as a result of the Sellers
change of chief executive office or jurisdiction of incorporation, the Sellers
chief executive office or the Sellers jurisdiction of location is outside of
the United States.  The Seller shall
observe all formalities necessary to maintain its corporate existence, subject
to its rights under Section 4.01(a), and shall maintain all licenses,
permits, charters and registration, the suspension of which or the failure to
hold which, would reasonably be expected to result in a Material Adverse
Change.  (d)Books and Records.  The Seller will, at its own cost and expense,
mark its books and records (which may include computerized records) to the
effect that each Transferred Container and Related Assets have been transferred
to the Issuer.  (e)Compliance with Law.  The Seller will comply, in all material
respects, with all acts, rules, regulations, orders, decrees and directions of
any Governmental Authority except for any such noncompliance which would not
reasonably be expected to result in a Material Adverse Change; provided,
however, that the Seller may contest any act, rule, regulation, order,
decree or direction in any reasonable manner which shall not materially and
adversely affect the rights of the Issuer, the Noteholders, any Series Enhancers
or the Indenture Trustee in the Transferred Assets.  (f)Conveyance of Transferred Assets; Security Interests.  Except for the transfers and
conveyances hereunder, the Seller will not pledge, assign or transfer to any
other Person, or grant, create, incur or assume, or permit or suffer to exist,
any Lien other than Permitted Encumbrances on, any Transferred Asset, or any
interest therein and the Seller shall defend the right, title, and interest of
the Issuer and its successors and assigns in, to, and under the Transferred
Assets, against all claims of third parties claiming through or under the
Seller.  (g)Notification of Breach.  The Seller will advise the Issuer promptly,
in reasonable detail, upon discovery of the occurrence of any breach in any
material respect by the Seller of any of its representations, warranties and
covenants contained herein or in any other Transaction Documents (and the Issuer
promptly shall forward such notice to the Requisite Global Majority and the
Indenture Trustee).  17


(h)Further Assurances.  The Seller will make, execute or endorse,
acknowledge and file or deliver to the Issuer from time to time such UCC
financing statements or documents of similar import (including any termination
or continuation statements), schedules, confirmatory assignments, conveyances,
transfer endorsements, powers of attorney, certificates, reports and other
assurances or instruments and take such further steps relating to the
Transferred Assets and other rights covered by this Agreement, as the Issuer or
its successors and assigns may reasonably request.  Any such requested UCC financing statement or
document of similar import must be required pursuant to Applicable Law to fully
preserve, maintain, and protect the interest of the Issuer under this Agreement
in the Transferred Assets.  The Seller
shall comply with the terms and provisions of the UNIDROIT Convention or any
other internationally recognized system for recording interests in or license
against shipping containers at the time that such convention is adopted by the
container leasing industry.  (i)Notice of Liens.  The Seller shall notify the Issuer promptly
after becoming aware of any Lien other than Permitted Encumbrances on the
Transferred Assets (and the Issuer promptly shall forward such notice to the
Requisite Global Majority and the Indenture Trustee).  (j)Transfer Taxes.  The Seller shall pay any transfer taxes, if
any, required to be paid in connection with the conveyance of the Transferred
Assets by the Seller to the Issuer and acknowledges that the Issuer shall have
no responsibility with respect thereto.  (k)No Bankruptcy Petition Against the Issuer.  The Seller will not, prior to the date that
is one year and one day after the payment in full of all amounts owing pursuant
to the Indenture, this Agreement and the Transaction Documents, institute
against the Issuer, or join any other Person in instituting against the Issuer,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceedings under the laws of any applicable
jurisdiction.  This subsection 4.01(k) shall
survive the termination of this Agreement.  (l)ERISA.  The Seller agrees to indemnify, defend and
hold the Issuer harmless from and against any and all loss, liability, damage,
judgment, claim, deficiency, or expense (including interest, penalties,
reasonable and documented attorneys fees and amounts paid in settlement) to
which the Issuer may become subject insofar as such loss, liability, damage,
judgment, claim, deficiency or expense arises out of any Plan of the Seller.  (m)Issuers Ownership.  The Seller shall take no action inconsistent
with the Issuers ownership of the Managed Containers (except for such actions
as are specifically authorized in the Management Agreement).  (n)Access to Information; Notices.  In the event that the Seller is no longer the
Manager, the Seller shall continue to make available to the Issuer, the
Indenture Trustee and each Series Enhancer its books and records
concerning the Transferred Assets, subject to the terms and limitations set
forth in Section 3.10.2 of the Management Agreement.  SECTION 4.02Pledge of Transferred Assets.  The
Seller understands that the Issuer has pledged the Transferred Assets and its
rights under this Agreement to the Indenture  18


Trustee
under the Indenture, and consents to such pledge.  The Seller agrees that the Indenture Trustee
may exercise the rights of the Issuer hereunder.  ARTICLE V  CONDITIONS
PRECEDENT  SECTION 5.01Conditions to Issuer Obligations.  The
obligations of the Issuer to acquire Transferred Assets on any Transfer Date
occurring on or after the Closing Date shall be subject to the satisfaction of
the following conditions (in addition to the procedures required by Section 2.02(b)):  (a)All representations and warranties of the Seller contained in this
Agreement shall be true and correct in all material respects on such Transfer
Date (including without limitation the Container Representations and
Warranties);  (b)All written information concerning the Transferred Assets provided by the
Seller to the Issuer shall be true and correct in all material respects;  (c)The Seller shall have materially performed all other obligations required
to be performed by the Seller pursuant to the provisions of this Agreement and
the other Transaction Documents to which it is a party other than any such
obligation the failure to so perform shall have not materially and adversely
affected the interests of the Issuer;  (d)All corporate and legal proceedings and all instruments in connection
with the transactions contemplated by this Agreement shall be satisfactory in
form and substance to the Issuer, and the Issuer shall have received from the
Seller copies of all documents (including without limitation records of
corporate proceedings) relevant to the transactions herein contemplated as the
Issuer may reasonably have requested;  (e)No Event of Default, Early Amortization Event or Manager Default shall
have occurred and then be continuing (other than any such Event of Default,
Early Amortization Event or Manager Default that will be cured upon the
consummation of such acquisition) or result from the acquisition of such
Transferred Assets; and  (f)The Issuer has adequate means of financing available in order to complete
the acquisition of such Transferred Assets.  Notwithstanding
the foregoing conditions precedent, upon the making of a transfer of
Transferred Assets hereunder, all of Issuers rights under this Agreement (and
by operation of law) shall vest in Issuer, whether or not the conditions
precedent to such transfer were in fact satisfied.  SECTION 5.02Conditions to the Sellers Obligations.  The
obligations of the Seller to convey and contribute the Transferred Assets on
any Transfer Date occurring on or after the Closing Date shall be subject to
the satisfaction of the following conditions (in addition to the procedures
required by Section 2.02 hereof):  19


(a)All representations and warranties of the Issuer contained in this
Agreement shall be true and correct with the same effect as though such
representations and warranties had been made on such date; and  (b)All corporate and legal proceedings and all instruments in connection
with the transactions contemplated by this Agreement shall be satisfactory in
form and substance to the Seller, and the Seller shall have received from the
Issuer copies of all documents (including without limitation records of
corporate proceedings) relevant to the transactions herein contemplated as the
Seller may reasonably have requested.  SECTION 5.03Waiver of Conditions.  None
of the conditions precedent set forth in Section 5.01 or Section 5.02
may be waived without the prior written consent of the Issuer and Indenture
Trustee (acting at the direction of the Requisite Global Majority) in each such
instance.  ARTICLE VI  TERMINATION  SECTION 6.01Termination.The respective obligations and responsibilities of
the Seller and the Issuer created by this Agreement shall not terminate prior
to payment in full of all Outstanding Obligations.  SECTION 6.02Effect of Termination.  No
termination or rejection or failure to assume the executory obligations of this
Agreement in the bankruptcy of the Seller or the Issuer shall be deemed to
impair or affect the obligations pertaining to any executed conveyance or
executed obligations, including without limitation breaches of representations
and warranties by the Seller or the Issuer occurring prior to the date of such
termination.  Without limiting the
foregoing, prior to termination, neither the failure of the parties to execute
and to deliver a Container Transfer Certificate pursuant to Section 2.02,
nor the failure of the Issuer to pay in cash or kind the compensation therefor
shall render such transfer or obligation executory, nor shall the continued
duties of the parties pursuant to Article IV or Section 8.06 of this
Agreement render an executed conveyance executory.  ARTICLE VII  INDEMNIFICATION
PAYMENTS  SECTION 7.01Indemnification.  Subject to
Section 3.03 hereof, the Seller agrees to indemnify and hold harmless the
Issuer, its successors and assigns (which includes the third-party
beneficiaries specified in Section 8.13) and their respective officers,
directors, employees, counsel and agents (each, an Indemnified Party) against
any and all liabilities, losses, damages, penalties, costs and expenses
(including reasonable and documented out-of-pocket costs of defense and legal
fees (of one counsel) but excluding (A) any special, consequential or
punitive damages and (B) any damages on the basis of lost profits) which
may be incurred or suffered by such Indemnified Party (except to the extent
caused by the gross negligence, bad faith or willful misconduct of the
Indemnified Party) as a result of (i) a breach by  20


the
Seller of any of its covenants and agreements set forth in this Agreement; (ii) any
representation or warranty of the Seller proven to have been false or
misleading in any material respect when made or deemed made in this Agreement; (iii) any
information certified in any certificate or document delivered by the Seller
pursuant hereto not being true in any material respect as of the date of such
certificate or document (or, if earlier, the date set forth in such certificate
or document); (iv) any personal injury or property damage claim or action
arising out of or in connection with any of the Transferred Assets in connection
with any act or omission prior to the related Transfer Date; (v) any
defense, setoff or counterclaim arising out of any acts or omissions of the
Seller with respect to any Transferred Assets transferred on or before the
related Transfer Date; or (vi) any attempt by any Person to void, rescind
or set aside any transfer of the Sellers right, title and interest in the
Transferred Assets to the Issuer as provided herein under statutory provisions
or common law or equitable action, including any provision of the Bankruptcy
Code or other insolvency law.  The
obligations of the Seller under this Section 7.01 shall survive the
termination of this Agreement.  It is
expressly agreed and understood that this Section does not (and shall not
be deemed to) create recourse to the Seller for the creditworthiness of any
lessee or, for avoidance of doubt, for losses due to a lessees failure to make
payments under a Lease or for the uncollectibility of the Leases.  SECTION 7.02Procedure for Indemnification. 
Promptly after receipt by an Indemnified Party of notice of the
assertion of a claim or the commencement of a proceeding by a third-party with
respect to any matter referred to in Section 7.01 which could be the
subject of an indemnification claim against the Seller hereunder, such
Indemnified Party shall give written notice thereof to the Seller and
thereafter shall keep the Seller reasonably informed with respect thereto;
provided, however, that failure of an Indemnified Party to give the Seller
written notice as provided herein shall not relieve the Seller of its
obligations hereunder except to the extent that the Seller (x) incurs any
incremental costs directly related to the delay in failing to provide such
notice within a reasonable period of time or (y) is otherwise materially
and adversely prejudiced by such failure. 
If any such proceeding (including any litigation, arbitration or similar
proceeding) shall be brought against any Indemnified Party, the Seller shall be
entitled to assume the defense thereof at the Sellers expense with counsel
chosen by the Seller and reasonably satisfactory to such Indemnified Party;
provided, however, that any Indemnified Party may at its own expense retain
separate counsel to participate in such defense.  The Seller shall not be liable under this Article VII
for any amount paid in settlement of such claims or proceedings without the
consent of the Seller unless such consent is unreasonably withheld.  ARTICLE VIII  MISCELLANEOUS
PROVISIONS  SECTION 8.01Amendment.  This
Agreement may be amended from time to time by the Seller and the Issuer only
with the prior written consent of the Indenture Trustee (acting at the
direction of the Requisite Global Majority) and, 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, with the consent of the Persons set forth
in Section 1002(a) of the Indenture); 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 Section 302 or 806 of the Indenture (other than to
increase the priority thereof) or increase the amount of any  21


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, or (v) modify
provisions of any Transaction Document relating to requirements that the
consent of such Series Enhancer be obtained, the approval of such Series Enhancer
shall be required.  The Issuer shall
forward copies of any amendment to this Agreement to the Requisite Global
Majority, each Series Enhancer (so long as such Series Enhancer is
the Control Party for a Series of Outstanding Notes) and, if any Series of
Notes Outstanding is then rated, the applicable Rating Agencies.  SECTION 8.02Governing Law.  THIS
AGREEMENT AND ANY AMENDMENT HEREOF PURSUANT TO SECTION 8.01 SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE
OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW BUT WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES) APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED THEREIN AND THE OBLIGATIONS, RIGHTS, AND
REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.  SECTION 8.03Notices.  All
demands, notices, and communications under this Agreement shall be in writing
personally delivered, or sent by facsimile (with subsequent telephone
confirmation of receipt thereof) or sent by internationally recognized
overnight courier service, at the following address:  Seller:
  
  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)
  697-2526Issuer:
  
  TAL
  Advantage IV LLC  22


100
  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:      914-697-2526Indenture Trustee:
  
  Wells
  Fargo Bank, National AssociationMAC
  N9311-161Sixth
  Street and Marquette AvenueMinneapolis,
  Minnesota 55479Attn:  Corporate
  Trust Services - Asset-Backed AdministrationFax:   (612)
  667-8058Requisite
  
  Wells
  Fargo Securities, LLC301
  S. College StreetGlobal Majority:
  
  One
  Wachovia CenterCharlotte,
  North Carolina 28288Attn: Jerri KallamFax:  (704) 374-3254Email:  jerri.kallam@wellsfargo.comHedge Counterparty:
  
  shall
  be set forth in any related Hedge Agreement  or
at such other address as shall be designated by such party in a written notice
to the other parties. 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. Any rights to notices conveyed to a Rating
Agency pursuant to the terms of the Indenture with respect to any Series shall
terminate immediately if such Rating Agency no longer has a rating outstanding
with respect to such Series.  Wherever
notice or a report is required to be given or delivered to or from any party
pursuant to this Agreement, a copy of such notice or report shall also be given
or delivered by the Issuer to the Requisite Global Majority and the Indenture
Trustee.  SECTION 8.04Severability of Provisions.  If
any one or more of the covenants, agreements, provisions, or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions, or terms shall be deemed  23


severable
from the remaining covenants, agreements, provisions, or terms of this
Agreement and shall in no way affect the validity or enforceability of the
other provisions of this Agreement.  SECTION 8.05Assignment. 
Notwithstanding anything to the contrary contained in this Agreement,
this Agreement may not be assigned by the Seller except as provided in Section 4.01(a),
without the prior written consent of the Issuer and the Indenture Trustee at
the direction of the Requisite Global Majority and, except as provided in Section 4.02,
this Agreement may not be assigned by the Issuer without the prior written
consent of the Requisite Global Majority. 
Whether or not expressly stated, all representations, warranties,
covenants and agreements of the Seller and the Issuer in this Agreement, or in
any document delivered by any of them in connection with this Agreement, shall
be for the benefit of, and (in the case of rights of the Issuer) shall be
exercisable by, the Indenture Trustee or by any other representative of the
Requisite Global Majority.  SECTION 8.06Further Assurances.  Each
of the Seller and the Issuer agrees to do such further acts and things and to
execute and deliver such additional assignments, agreements, powers and
instruments as are reasonably required to carry into effect the purposes of
this Agreement.  SECTION 8.07Waiver; Cumulative Remedies.  No
failure to exercise and no delay in exercising, on the part of the Issuer or
the Seller, any right, remedy, power or privilege hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise hereof or
the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exhaustive of any rights, remedies,
powers and privilege provided by law.  SECTION 8.08Counterparts.  This
Agreement may be executed in two or more counterparts (and by different parties
on separate counterparts), each of which shall be an original, but all of which
shall constitute one and the same instrument. 
Delivery of an executed counterpart of this Agreement by facsimile or by
electronic means shall be equally effective as of the delivery of an originally
executed counterpart.  SECTION 8.09Binding.  This
Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns.  SECTION 8.10Merger and Integration. 
Except as specifically stated otherwise herein, this Agreement sets
forth the entire understanding of the parties relating to the subject matter
hereof, and all prior understandings, written or oral, are superseded by this
Agreement.  SECTION 8.11Headings.  The
headings herein are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof.  SECTION 8.12Schedules and Exhibits.  The
schedules and exhibits attached hereto and referred to herein shall constitute
a part of this Agreement and are incorporated into this Agreement for all
purposes.  24


SECTION 8.13Intended Third Party Beneficiaries.  Each
of the Requisite Global Majority, the Indenture Trustee, each Series Enhancer
and the Requisite Global Majority 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 upon any other person any right,
benefit or remedy of any nature whatsoever under or by reason of this
Agreement.  SECTION 8.14Consent to Jurisdiction.  Any
legal suit, action or proceeding against the Seller or the Issuer arising out
of or relating to this Agreement, or any transaction contemplated hereby or
thereby, may be instituted in any federal or state court in the County of New
York, State of New York and each of the Seller and the Issuer 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, the Seller and the Issuer each hereby irrevocably submits to the
jurisdiction of any such court in any such suit, action or proceeding.  SECTION 8.15WAIVER OF JURY TRIAL.  EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTY
HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL
ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING
ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION,
ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.  SECTION 8.16No Claim.  Indemnity
payments payable by the Issuer to the Seller, the Indenture Trustee and Manager
hereunder shall be non-recourse to the Issuer and shall not constitute a claim
(as defined in Section 101(5) of the Bankruptcy Code) against the
Issuer or the Collateral in the event such amounts are not paid in accordance
with Section 302 or 806 of the Indenture. 
Each of the Seller, Indenture Trustee and Manager hereby
subordinates its claims hereunder to all claims which have priority in payment
under Section 302 or 806 of the Indenture, and further agrees that any
such claims shall only be payable at the times and in the amounts for which
funds are available for such purpose pursuant to Section 302 or 806 of the
Indenture.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  25


IN
WITNESS WHEREOF, the Seller and the Issuer have caused this Agreement to be
duly executed as of the day and year first above written.  TAL
  INTERNATIONAL CONTAINER CORPORATIONBy:Name:Title:  Contribution and Sale Agreement


TAL
  ADVANTAGE IV LLC,By: TAL
  International Container Corporation, its ManagerBy:Name:Title:  Contribution and Sale Agreement