Exhibit 4.53  AMENDMENT NO. 3 TO INDENTURE  THIS
AMENDMENT NO. 3, dated as of July 16, 2010 (the Amendment), to
the Indenture (as defined below), is entered into by TAL Advantage III LLC, a
Delaware limited liability company (the Issuer), Wells Fargo Bank,
National Association, as indenture trustee (the Indenture Trustee).  WITNESSETH:  WHEREAS,
the Issuer and the Indenture Trustee have previously entered into the
Indenture, dated as of October 23, 2009 (as amended, supplemented and
otherwise modified from time to time, the Indenture); and  WHEREAS,
the parties hereto desire to amend the Indenture as set forth herein;  NOW
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree as follows:  SECTION 1.Defined Terms.  Unless otherwise amended by the terms of this
Amendment, capitalized terms used in this Amendment shall have the meanings
assigned in the Indenture.  SECTION 2.Amendments to
Agreement.  On the
Effective Date (as defined in Section 4(b) of this Amendment),  (a)the definition of Original
Equipment Cost in Appendix A to the Indenture is hereby amended and restated
in its entirety as follows:  Original Equipment Cost:  With respect to any Container as of any date,
an amount equal to the average, for all Issuer Containers of the same equipment
type and year of manufacturer, the sum of (i) the greater of (A) the
vendors or manufacturers invoice price of such Container and (B) with
respect to those Containers owned by TAL, and TOCC immediately prior to the
Closing Date that were acquired by TAL or TOCC prior to November 4, 2004
through an asset purchase or other acquisition, the purchase price allocated to
a Container by TAL or TOCC, as applicable in the acquisition of such Container,
plus (ii) reasonable and customary inspection, transport and initial
positioning costs necessary to put such Container in service not to exceed
three percent (3%) of the amount described in clause (i) above, plus (iii) the
cost of any Capital Improvements made to such Container, by, or on behalf of,
the Issuer which expenditures are capitalized in accordance with GAAP, provided
however, that the aggregate amount of Capital Improvements that may be included
in the calculation of the Aggregate Net Book Value as of any date of
determination may not exceed an amount equal to five percent (5%) of the
Aggregate Net Book Value, plus (iv) reasonable acquisition fees and other
fees allocated by the Seller not to exceed two and one half percent (2.5%) of
the amount described in clause (i) above.  (b)the definition of Weighted
Average Age in Appendix A to the Indenture is hereby amended and restated in
its entirety as follows:


Weighted Average Age:  For any date of determination, an amount that
shall be determined to the following equation:     where:  WAA
  =
  Weighted Average AgeN
  =
  Type
  of unit (which shall be determined by reference to the list below)Un
  =
  Number
  of Managed Container units of type nAAn
  =
  Average
  age in years of Managed Container units of type n (as determined from the
  date of the initial sale of such Managed Container units by the manufacturer
  thereof)EUn
  =
  EU
  Factor for Managed Container units of type n (which shall be determined by
  reference to the chart below)  For
the purpose of the foregoing equation, the variable n shall be one of the
following unit types:  (i) 20DC; (ii) 40DC;
(iii) 40HC; (iv) 45MC; (v) 20RF; (vi) 40HR; (vii) 40RF;
(viii) GENS; (ix) 20FR; (x) 40FR; (xi) 20OT; (xii) 40OT;
(xiii) 45PW and (xiv) TK25.  The
foregoing equation is intended to calculate the Weighted Average Age of the
Managed Containers. The calculation considers the year of manufacture for each
unit, and by type of unit.  In addition,
the calculation treats each unit type by their EU Factor, as determined by the
EU chart listed below.  For
the purpose of the foregoing equation, the variable EUn with respect to a
particular unit type n shall be equal to the value set forth in the chart
below under the heading EU Factor opposite the appropriate unit type n:  Unit Type
  
  EU
  Factor20DC
  
  1.0040DC
  
  1.6040HC
  
  1.6845MC
  
  2.0220RF
  
  8.0040HR
  
  10.0040RF
  
  10.00GENS
  
  5.0020FR
  
  1.9040FR
  
  3.0020OT
  
  1.3040OT
  
  2.2045PW
  
  2.02TK25
  
  16.00
  2


SECTION 3.Representations
and Warranties.  The Issuer
hereby confirms that each of the representations and warranties set forth in Article VI
of the Indenture is true and correct as of the date first written above with
the same effect as though each had been made as of such date, except to the
extent that any of such representations and warranties expressly relates to
earlier dates.  SECTION 4.Effectiveness.  (a)Except as
expressly amended by the terms of this Amendment, all terms and conditions of
the Indenture, as amended, shall remain in full force and effect and are hereby
ratified and confirmed by the parties hereto.  (b)This Amendment
and the agreements set forth herein shall be effective upon execution and
delivery hereof (the Effective Date) and shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns  (c)After the
execution and delivery hereof by the parties hereto, (i) this Amendment
shall be a part of the Indenture, and (ii) each reference in the Indenture
to this Agreement and hereof, hereunder or words of like import, and each
reference in any other document to the Indenture shall mean and be a reference
to the Indenture as amended or modified hereby.  (d)Each party
hereto agrees and acknowledges that this Amendment constitutes a Transaction
Document under the Indenture.  SECTION 5.Execution in
Counterparts. This Amendment may be executed by the parties
hereto in several counterparts (which may include facsimile or PDF file), each
of which shall be executed by the Issuer, the Indenture Trustee and the Control
Party, and be deemed an original and all of which shall constitute together but
one and the same agreement.  SECTION 6.Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW (EXCEPT SECTIONS 5-1401 AND 5-1402 OF
THE GENERAL OBLIGATIONS LAW).  SECTION 7.Consent to
Jurisdiction.  The parties
hereto hereby irrevocably consent to the personal jurisdiction of the state and
federal courts located in New York County, New York, in any action, claim or
other proceeding arising out of any dispute in connection with this Amendment,
any rights or obligations hereunder, or the performance of such rights and
obligations.  SECTION 8.Entire
Agreement.  This
Amendment constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof.  [Signature Pages Follow]  3


IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.  TAL
  ADVANTAGE III LLC, as IssuerBy:Name:Title:  Amendment 3 to Indenture


WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Indenture TrusteeBy:Name:Title:  Amendment 3 to Indenture