Exhibit
4.52 
  NOTE PURCHASE AGREEMENT  Dated as of June 28, 2010  among  TAL ADVANTAGE IV LLC as Issuer  TAL INTERNATIONAL CONTAINER CORPORATION as Manager  WELLS FARGO SECURITIES, LLC as Initial Purchaser 
  (TAL ADVANTAGE IV LLC - FIXED RATE SECURED NOTES,
SERIES 2010-1)


TABLE OF CONTENTS  PageSECTION 1.
  Definitions
  2SECTION 2.
  The Notes
  4SECTION 3.
  Representations and Warranties of the Issuer
  6SECTION 3A.
  Representations and Warranties of the Manager
  9SECTION 4.
  Purchase, Sale and Delivery of the Notes
  9SECTION 5.
  Offering by the Initial Purchaser
  9SECTION 6.
  Covenants of the Issuer
  10SECTION 7.
  Expenses; Fees
  12SECTION 8.
  Conditions of the Initial Purchasers Obligation
  13SECTION 9.
  Representations, Warranties and Covenants of the Initial
  Purchaser
  16SECTION 10.
  Indemnification and Contribution
  18SECTION 11.
  Survival; Scope of Liability
  21SECTION 12.
  Termination
  22SECTION 13.
  Supplied Information
  22SECTION 14.
  Notices
  22SECTION 15.
  Successors
  23SECTION 16.
  Counterparts
  23SECTION 17.
  Governing Law
  23SECTION 18.
  Submission to Jurisdiction
  24SECTION 19.
  Waiver of Jury Trial
  24SECTION 20.
  Negotiations
  24SECTION 21.
  Amendments, Etc.
  24SECTION 22.
  Severability of Provisions
  24SECTION 23.
  No Waiver; Cumulative Remedies
  25SECTION 24.
  Integration
  25SECTION 25.
  Nonpetition Covenant
  25  i


NOTE
PURCHASE AGREEMENT (as amended, modified and supplemented from time to time in
accordance with its terms, the Agreement),dated as of June 28, 2010, by and among:  (1)TAL ADVANTAGE IV LLC, a Delaware limited liability
company, as issuer under the Indenture (defined below) and the Series 2010-1
Supplement (defined below) (together with its successors and permitted assigns,
the Issuer);  (2)TAL INTERNATIONAL CONTAINER CORPORATION, a Delaware
corporation (together with its successors and permitted assigns, the Manager); and  (3)WELLS FARGO SECURITIES, LLC, a Delaware limited
liability company, as the Initial Purchaser (together with its successors and
assigns, Initial Purchaser).  NOW
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree as follows:  SECTION 1.Definitions.  (a)Certain
capitalized terms used throughout this Agreement are defined above or in this Section 1(a).  In addition, capitalized terms used but not
defined herein have the meanings given to such terms in Appendix A to the
Indenture, dated as of June 28, 2010 (as amended, restated, supplemented
or otherwise modified from time to time in accordance with its terms, the Indenture), by and between the Issuer and
Wells Fargo Bank, National Association, as indenture trustee (the Indenture Trustee), or, if not defined
therein, as defined in the Series 2010-1 Supplement, dated as of June 28,
2010, by and between the Issuer and the Indenture Trustee (as amended,
restated, supplemented or otherwise modified from time to time in accordance
with its terms, the Series 2010-1
Supplement), issued pursuant to the terms of the Indenture.  (b)As
used in this Agreement and its exhibits, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined).  Act:  The
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.  Affiliate:  This term
has the meaning set forth in Appendix A to the Indenture.  Authorized Signatories:  Any Person designated by written notice
delivered to the Indenture Trustee as authorized to execute documents and
instruments on behalf of a Person.  Closing  Date:  This term has the meaning set forth in Section 4
hereof.  Code:  Internal
Revenue Code of 1986, as amended.  Commission:  The United
States Securities and Exchange Commission.  2


Container:  This term
has the meaning set forth in Appendix A to the Indenture.  Definitive Note:  This
term has the meaning set forth in Appendix A to the Indenture.  Depositary:  The
Depository Trust Company, until a successor Depositary shall have become such
pursuant to the applicable provisions of the Indenture, and thereafter Depositary
shall mean or include each Person who is then a Depositary under the Indenture.  Early Amortization Event:  This term has the meaning set forth in Section 1201
of the Indenture.  ERISA:  Employee
Retirement Income Security Act of 1974, as amended.  Event of Default:  This
term has the meaning set forth in Section 801 of the Indenture.  Exchange Act:  The
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.  Global Notes:  This term
has the meaning set forth in Appendix A to the Indenture.  Indenture:  This term
shall have the meaning set forth in Section 1(a) hereof.  Indenture Trustee:  This
term shall have the meaning set forth in Section 1(a) hereof.  Initial Purchaser Information:  This term has the meaning set forth in Section 13
hereof.  Initial Purchaser:  This
term has the meaning set forth in the preamble hereto.  Institutional Accredited Investors:  This term has the meaning set forth in Section 2(f) hereof.  Investment Company Act:  The Investment Company Act of 1940, as
amended, and the rules and regulations promulgated thereunder.  Loss:  This term
has the meaning set forth in Section 10(a) hereof.  Manager Report:  This
term has the meaning set forth in Appendix A to the Indenture.  Noteholder:  The Person
in whose name a Note is registered in the Note Register maintained by the
Indenture Trustee pursuant to Section 205 of the Indenture.  Notes:  The  Fixed Rate Secured Notes, Series 2010-1
issued by the Issuer pursuant to the terms of the Series 2010-1
Supplement.  3


Offering Memorandum:  This term has the meaning set forth in Section 2(d) hereof.  Person:  An
individual, a partnership, a limited liability company, a corporation, a joint
venture, an unincorporated association, a joint-stock company, a trust, or
other entity or a Governmental Authority.  Preliminary Offering Memorandum:  This term has the meaning set forth in
Section 2(d) hereof.  Proceeding:  This term
has the meaning set forth in Section 10(a) hereof.  Qualified Institutional Buyer:  This term has the meaning set forth in Rule 144A.  Rating Agency: 
S&P and any other rating agency that has been requested to issue a
rating with respect to the Notes.  Regulation S:  This term has
the meaning set forth in Section 2(f) hereof.  Related Assets:  This
term has the meaning set forth in Appendix A to the Indenture.  Rule 144A:  Rule 144A
under the Act, as such rule may be amended from time to time.  S&P:  Standard &
Poors Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and any successor thereto.  Series 2010-1 Supplement:  This term has the meaning set forth in Section 1(a) hereof.  TAL Fleet:  The Managers
fleet of Managed Containers.  TAL Person:  This term
has the meaning set forth in Section 8(f) hereof.  UCC:  The Uniform
Commercial Code as in effect in the applicable jurisdiction.  United States:  The
United States of America.  (c)All
accounting terms not specifically defined herein shall be construed in accordance
with GAAP.  All terms used in the UCC in
effect in the State of New York and not specifically defined herein, are used
herein as defined therein.  (d)Unless
otherwise stated in this Agreement, in the computation of a period of time from
a specified date to a later specified date, the word from means from and
including and the words to and until each mean to but excluding.  SECTION 2.The Notes.  (a) Subject to the terms and conditions
herein contained, the Issuer proposes to sell to the Initial Purchaser
$197,000,000 aggregate principal amount of the  4


Notes, as more fully
described in Section 4.  The terms of the Notes are more fully set
forth in the Offering Memorandum.  (b)The
Notes are to be issued under the Series 2010-1 Supplement issued pursuant
to the Indenture.  (c)The
Notes shall be offered and sold to the Initial Purchaser without being
registered under the Act, in reliance on exemptions therefrom provided by Section 464
of the Act.  (d)In
connection with the sale of the Notes, the Issuer has prepared a preliminary
offering memorandum dated June 28, 2010 (the Preliminary Offering Memorandum) and a final Offering
Memorandum dated June 28, 2010 (the Offering
Memorandum), which shall each be in form and substance satisfactory
to the Initial Purchaser. All references to the Preliminary Offering Memorandum
or the Offering Memorandum shall be deemed to include all attachments thereto.  (e)The
Issuer hereby expressly authorizes the Initial Purchaser to use the Preliminary
Offering Memorandum and the Offering Memorandum, as they may at any time have
been or may be amended or supplemented by the Issuer, in connection with the
offer and sale of the Notes. The Issuer hereby ratifies and affirms all
distributions of the Preliminary Offering Memorandum by the Initial Purchaser
prior to the date of this Agreement and authorizes the Initial Purchaser to
distribute the Preliminary Offering Memorandum and the Offering Memorandum in
connection with the offer and sale of the Notes, provided that, in each case,
such distributions were made only to Persons reasonably believed by the Initial
Purchaser to be (i) Qualified Institutional Buyers, (ii) Institutional
Accredited Investors that deliver a Purchaser Letter in the form of Annex A to
the Offering Memorandum, or (iii) certain Persons to whom the offer and
sale of the Notes may be made without registration under the Act in reliance
upon Regulation S.  The Issuer also
hereby expressly authorizes the Initial Purchaser to distribute to Persons with
the aforementioned qualifications copies of the Series 2010-1 Transaction
Documents and of opinion letters and other documents delivered in connection
with the execution of the Series 2010-1 Transaction Documents, in
connection with the offer and sale of the Notes if requested by such Persons.  (f)The
Issuer understands that the Initial Purchaser proposes to make an offering of
the Notes, as soon as it deems advisable after this Agreement has been executed
and delivered, on the terms and in the manner set forth in the Offering
Memorandum to Persons that the Initial Purchaser reasonably believes to be (i) Qualified
Institutional Buyers, in transactions under Rule 144A, (ii) institutional
accredited investors (Institutional
Accredited Investors), as defined in Rule 501(a)(1), (2), (3) or
(7) under Regulation D of the Act that deliver a Purchase Letter in the
form of Annex A to the Offering Memorandum in private sales exempt from
registration under the Act, or (iii) certain Persons to whom the offer and
sale of the Notes may be made without registration under the Act in reliance
upon Regulation S under the Act (Regulation
S).  Any Notes sold to
Institutional Accredited Investors shall be represented by one or more
Definitive Notes.  5


SECTION 3.Representations and Warranties of the Issuer.  The Issuer represents and
warrants to the Initial Purchaser that as of the date hereof and as of the
Closing Date:  (a)(A) At 2:00 p.m. on June 25, 2010,
the time of the first contract of sale by the Initial Purchaser for any notes
(the Time of Sale), the
Preliminary Offering Memorandum did not include any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; and (B) the Offering
Memorandum, as of its date and as of the Closing Date, will not include any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided, however, that the foregoing does
not apply to information contained in or omitted from the Initial Purchaser
Information (as defined in Section 13).  (b)The
statements in the Offering Memorandum under the captions Description of the
Management Agreement, Description of the Contribution and Sale Agreement, Description
of the Series 2010-1 Notes and the Indenture and Description of the
Transition Agent Agreement, insofar as they purport to constitute a summary of
the principal terms of the Notes and the Series 2010-1 Transaction Documents
conform in all material respects to the terms of the Notes and the Series 2010-1
Transaction Documents.  (c)The
Issuer is a limited liability company duly organized, validly existing and in
good standing under the laws of Delaware. 
The Issuer is duly qualified to do business in each jurisdiction in
which its ownership or lease of property or the conduct of its business
requires such qualification, except where the failure to be so qualified would
not reasonably be expected to have a material adverse effect upon the Issuer or
the ability of the Issuer to perform any of its obligations under any Series 2010-1
Transaction Document to which it is a party.  (d)The
Issuer has all necessary limited liability company power and authority to
execute and deliver the Notes.  Each Note
has been duly and validly authorized by the Issuer and, from and after the date
on which such Note is executed by the Issuer and authenticated by the Indenture
Trustee in accordance with the terms of the Indenture and the Series 2010-1
Supplement and delivered to and paid for by the Initial Purchaser in accordance
with the terms of this Agreement, shall be validly issued and outstanding and
shall constitute a valid and legally binding obligation of the Issuer
enforceable against the Issuer in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors rights generally and
by general principles of equity, regardless of whether enforceability is
considered in a proceeding in equity or at law.  (e)The
Issuer has all necessary limited liability company power and authority to
execute and deliver this Agreement and the other Series 2010-1 Transaction
Documents to which it is a party; and the Issuer is and will continue to be
authorized to perform its obligations under the Indenture, this Agreement and
the other Series 2010-1 Transaction Documents.  The execution, delivery and performance by
the Issuer of this Agreement and the other Series 2010-1 Transaction
Documents to which it is a party and the transactions thereunder do not require
any consent or approval of any Governmental Authority, stockholder or any other
Person, other than any such consents or approvals that have been obtained on or
prior to the 2010-1 Closing Date or  6


which
the failure to obtain would not reasonably be expected to result in a Material
Adverse Change.  (f)This
Agreement is, and each Series 2010-1 Transaction Document to which the
Issuer is a party, when duly executed and delivered by each of the parties
thereto, will be, the legal, valid and binding obligations of the Issuer,
enforceable against the Issuer in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors rights or by general
principles of equity limiting the availability of equitable remedies.  (g)This
Agreement has been duly and validly executed and delivered by the Issuer.  (h)The
execution, delivery and performance of this Agreement and each of the other Series 2010-1
Transaction Documents by the Issuer and the execution, delivery and payment of
the Notes by the Issuer will not: (a) contravene any provision of the
Issuers certificate of formation or limited liability company agreement; or (b) assuming
the accuracy of the representations and warranties of the other parties hereto
or thereto and the performance by those parties of their agreements and
obligations herein or therein, contravene, conflict with or violate any
Applicable Law or regulation, or any order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority having jurisdiction over
the Issuer; or (c) violate or result in the breach of, or constitute a
default under the Indenture, the other Series 2010-1 Transaction
Documents, any other indenture or other loan or credit agreement, or other
agreement or instrument to which the Issuer is a party or by which the Issuer,
or its property and assets may be bound or affected; except for, in the cases
of clauses (a), (b) or (c) above, any such contravention, conflict,
violation, breach or default that would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Change.  (i)Except
as disclosed in the Offering Memorandum, there is no action, suit, proceeding
or investigation pending or, to the best knowledge of the Issuer, threatened
against it before any court, regulatory body, arbitrator, administrative agency
or other tribunal or governmental instrumentality (i) that asserts the
invalidity of this Agreement or any other Series 2010-1 Transaction
Document, or (ii) if determined adversely to the Issuer would individually
or in the aggregate have a material and adverse effect on the ability of the
Issuer to perform any of its obligations under the Series 2010-1
Transaction Documents to which it is a party.  (j)The
Issuer does not own any margin security, as that term is defined in
Regulation U of the Federal Reserve Board. None of the proceeds to the Issuer
of the Notes will be used, directly or indirectly, for the purpose of
purchasing or carrying any margin security, for the purpose of reducing or retiring
any Indebtedness which was originally incurred to purchase or carry any margin
security or for any other purpose which might cause any of the loans under the Series 2010-1
Supplement to be considered a purpose credit within the meaning of Regulations
T, U and X.  The Issuer will not take or
permit any agent acting on its behalf to take any action which might cause the
Notes or any document or instrument delivered by the Issuer pursuant to the Series 2010-1
Supplement to violate any regulation of the Federal Reserve Board.  (k)The
Issuer is not: an investment company, or an affiliated person of, or a promoter
or principal underwriter for, an investment company, as such terms are
defined  7


in
the Investment Company Act. The issuance of the Notes hereunder and the
application of the proceeds thereof by the Issuer and the performance of the
transactions contemplated by the Indenture, the Series 2010-1 Supplement
and the other Series 2010-1 Transaction Documents will not violate any
provision of the Investment Company Act, or any rule, regulation or order
issued by the Securities and Exchange Commission thereunder.  (l)None
of the Issuer, any of its Affiliates or any Person acting on its or their
behalf has engaged in any directed selling efforts (as that term is defined in
Regulation S) with respect to any Notes (provided that no representation is
made as to the actions of the Initial Purchaser or any Person acting on its
behalf).  The Issuer, its Affiliates and
any Person acting on its or their behalf (provided that no representation is
made as to the actions of the Initial Purchaser or any Person acting on its
behalf) have complied with the offering restrictions and the requirements of
Regulation S in connection with any offering of Notes outside the United
States.  (m)Assuming
the representations and warranties of the Initial Purchaser in Section 9 are true and assuming the
compliance by the Initial Purchaser with its covenants and agreements set forth
herein, it is not necessary to register any of the Notes under the Act or to
qualify the Indenture under the Trust Indenture Act of 1939, as amended, in
connection with the initial sale of the Notes to the Initial Purchaser in the
manner contemplated by this Agreement or for the initial resale of the Notes by
the Initial Purchaser in the manner contemplated by this Agreement.  (n)On
the date hereof and the Closing Date, (i) each of the representations and
warranties of the Issuer that is set forth in this Agreement, the Indenture or
the other Series 2010-1 Transaction Documents is and shall be true and
correct in all material respects (except to the extent that such
representations or warranties specifically relate to an earlier date), and (ii) the
Issuer is not and shall not be in breach, in any material respect, of any
covenant or agreement set forth in this Agreement, the Indenture or any other Series 2010-1
Transaction Document.  (o)No
Event of Default or Early Amortization Event has occurred and is
continuing.  No event or condition that
with notice or the passage of time (or both) could reasonably be expected to
constitute an Event of Default or Early Amortization Event has occurred or is
continuing.  (p)The
Notes meet the eligibility requirements of Rule 144A(d)(3) of the
Act.  (q)Neither
the Issuer nor any of its Affiliates has purchased, or is purchasing, any
Notes.  (r)The
Issuer has not engaged in any form of general solicitation or general
advertising in connection with the offer or sale of the Notes (as those terms
are used in Regulation D under the Act).  (s)As
of the Closing Date, the representations and warranties made by the Issuer in
the Transaction Documents or made by the Issuer in any certificate delivered
pursuant to the Transaction Documents are true and correct in all material
respects unless such representation or warranty relates solely to an earlier
date in which case such information shall be true and correct on such earlier
date.  8


(t)Except
for the Initial Purchaser, neither the Issuer nor the Manager has employed or
retained a broker, finder, commission agent or other person in connection with
the sale of the Notes, and neither the Issuer nor the Manager is under any obligation
to pay any brokers fee or commission in connection with such sale.  (u)The
Issuer agrees that it and each of its Affiliates will not offer or sell the
Notes in the United States by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) under the Act,
including, but not limited to (i) any advertisement, article, notice or
other communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or (ii) any seminar or meeting whose
attendees have been invited by any general solicitation or general
advertising.  The Issuer agrees, with
respect to resales made in reliance on Rule 144A of any of the Notes, to
deliver either with the confirmation of such resale or otherwise prior to
settlement of such resale a notice to the effect that the resale of such Notes
has been made in reliance upon the exemption from the registration requirements
of the Securities Act provided by Rule 144A.  SECTION 3A.Representations
and Warranties of the Manager.  The Manager represents and warrants to the
Initial Purchaser that as of the date hereof and as of the Closing Date: (i) each
of the representations and warranties of the Manager that is set forth in the Series 2010-1
Transaction Documents to which it is a party is and shall be true and correct
in all material respects (unless such representation or warranty specifically
relates to an earlier date in which case it will be true and correct in all
material respects as of such earlier date), and (ii) the Manager is not
and shall not be in breach, in any material respect, of any of its covenants or
agreements set forth in this Agreement or any other Series 2010-1
Transaction Document to which it is a party.  SECTION 4.Purchase, Sale and Delivery of the Notes.  On the basis of the
representations, warranties, agreements and covenants herein contained and
subject to the terms and conditions herein set forth, Issuer agrees to
sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase
from the Issuer, on the Closing Date, the principal amount of the Notes set
forth on Schedule I hereto opposite the name of such respective Initial
Purchaser.  The Notes are to be purchased
by the Initial Purchaser at a purchase price equal to 100% of the aggregate
principal amount thereof.  Except for any
Notes issued to Institutional Accredited Investors which Notes shall be issued
as Definitive Notes, the Notes shall be Book-Entry Notes, and shall be registered
in the name of Cede & Co., as nominee of The Depository Trust Company.
The delivery of and payment for the Notes shall be made at the offices of
Sonnenschein Nath & Rosenthal LLP, at 10:00 a.m., New York time
on June 28, 2010 or at such other place, time or date as the Initial
Purchaser and the Issuer may agree upon, such time and date of delivery against
payment being herein referred to as the Closing
Date. The Issuer shall make copies of the Notes available for
checking by the Initial Purchaser at the offices of the Initial Purchaser at least
24 hours prior to the Closing Date. The purchase price of the Notes paid by the
Initial Purchaser shall be remitted by wire transfer to the Indenture Trustee.  SECTION 5.Offering by the Initial Purchaser.  (a)The
Initial Purchaser proposes to make an offering of the Notes, upon the terms set
forth in the Offering Memorandum, as soon as practicable after this Agreement
is entered into  9


and
as in its judgment is advisable. During the period from the date of this
Agreement until the earlier of (i) the date on which the Initial Purchaser
shall have completed the initial resale of all of the Notes and (ii) 90 days
after the date of this Agreement, the Issuer agrees to reasonably assist the
Initial Purchaser in any marketing of the Notes and (promptly upon request) to
provide all information reasonably deemed necessary by the Initial Purchaser in
such marketing. In addition, during such period the Issuer shall use
commercially reasonable efforts to make appropriate officers and
representatives of the Issuer available to participate in information meetings
for potential investors at such times and places as the Initial Purchaser may
reasonably request.  (b)The
Issuer acknowledges and agrees that the Initial Purchaser is acting solely in
the capacity of an arms length contractual counterparty to the Issuer with
respect to the offering of the Notes contemplated hereby (including in
connection with determining the terms of the offering) and not as a financial
advisor or a fiduciary to, or an agent of, the Issuer or any other Person.  Additionally, the Initial Purchaser is not
advising the Issuer or any other Person as to any legal, tax, investment,
accounting or regulatory matters in any jurisdiction.  The Issuer shall consult with its own
advisors concerning such matters and shall be responsible for making its own
independent investigation and appraisal of the transactions contemplated
hereby, and the Initial Purchaser shall have no responsibility or liability to
the Issuer with respect thereto.  Any
review by the Initial Purchaser of the Issuer, the transactions contemplated
hereby or other matters relating to such transactions will be performed solely
for the benefit of the Initial Purchaser and shall not be on behalf of the
Issuer.  (c)The
Issuer acknowledges and agrees that:  (i)the Issuer has been advised that the Initial Purchaser and its Affiliates
are engaged in a broad range of transactions which may involve interests that
differ from those of the Issuer and that the Initial Purchaser has no
obligation to disclose such interests and transactions to the Issuer by virtue
of any fiduciary, advisory or agency relationship; and  (ii)the Issuer waives, to the fullest extent permitted by law, any claims it
may have against the Initial Purchaser for breach of fiduciary duty or alleged
breach of fiduciary duty and agree that the Initial Purchaser shall have no
liability (whether direct or indirect) to the Issuer in respect of such a
fiduciary duty claim or to any Person asserting a fiduciary duty claim on
behalf of or in right of the Issuer, including stockholders, employees or
creditors of the Issuer.  SECTION 6.Covenants of the Issuer.  The Issuer covenants and agrees
with the Initial Purchaser that:  (a)The
Issuer shall not amend or supplement the Offering Memorandum or any amendment
thereof or supplement thereto unless the Initial Purchaser previously shall
have been advised thereof and been furnished a copy thereof prior to the
proposed amendment or supplement and shall not have reasonably objected in
writing within five (5) Business Days after being furnished a copy
thereof.  If, at any time during the period
beginning on the date hereof and ending on the earlier of (i) the date on which
Initial Purchaser shall have completed the  10


initial
resale of all of the Notes and (ii) 90 days after the date of this Agreement,
any event occurs as a result of which the Preliminary Offering Memorandum or
the Offering Memorandum as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary at any such time to
amend or supplement the Preliminary Offering Memorandum or the Offering
Memorandum to comply with any Applicable Law, the Issuer shall promptly notify
the Initial Purchaser thereof and shall prepare and deliver to the Initial
Purchaser, at the expense of the Issuer, an amendment of or supplement to the
Preliminary Offering Memorandum or the Offering Memorandum which will correct
such statement or omission or effect such compliance.  In
the event that the Initial Purchaser shall incur any costs in connection with
the reformation of a contract of sale with any investor that received a
Preliminary Offering Memorandum that contains or contained any untrue statement
of material fact or failed to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, the Issuer and the Manager jointly and severally agree to
reimburse the Initial Purchaser for such costs, provided that the untrue
statement or omission in such Preliminary Offering Memorandum did not relate
solely to Initial Purchaser Information (as defined in Section 13 hereof).  (b)The
Issuer will use its reasonable efforts to arrange for qualification or
exemption of the Notes for sale under the securities or Blue Sky laws of any
state that the Initial Purchaser shall reasonably request and shall pay all
reasonable expenses (including reasonable fees and disbursements of counsel) in
connection with the qualification or exemption and in connection with the
determination of the eligibility of the Notes for investment under the laws of
the jurisdictions that the Initial Purchaser may reasonably designate and will
continue such qualifications or exemptions in effect in such jurisdictions
until the earlier of (x) the date on which Initial Purchaser shall have
completed the initial resale of all of the Notes and (y) 90 days after the date
of this Agreement, provided that the Issuer will not be required to (i) qualify
to do business in any jurisdiction it is not now so qualified, (ii) take any
action that would subject it to service of process in suits (other than those
suits arising out of the offering or sale of the Notes) in any jurisdiction
where it is not now so subject or (iii) subject it to taxation in excess of a
nominal dollar amount in any such jurisdiction where it is not now so subject.  (c)The
Issuer shall, without charge, provide to the Initial Purchaser as many copies
of the Preliminary Offering Memorandum and the Offering Memorandum and any
amendment thereof or supplement thereto as the Initial Purchaser may reasonably
request.  (d)The
Issuer (or any of its affiliates as defined in Regulation D under the Act),
directly or through any agent, shall not sell, offer for sale or solicit offers
to buy or otherwise negotiate in respect of any security (as defined in the
Act) that is integrated with the sale of the Notes hereunder in a manner that
would cause the exemption afforded by Section 4(2) of the Act or the safe
harbor of Regulation S thereunder to cease to be applicable to the offer and
sale of the Notes hereunder.  (e)Neither
the Issuer nor any of its Affiliates shall contact or solicit potential investors
to purchase any Note, engage any Person to assist in the placement or sale of
the Notes  11


or
sell any Notes to any Person, in the case of each of the foregoing, other than
the Initial Purchaser except as consented to in writing by the Initial
Purchaser.  (f)The
Issuer shall cause the Notes to be eligible for clearance and settlement
through The Depository Trust Company.  (g)Neither
the Issuer nor any of its Affiliates shall sell or otherwise transfer any Notes
that have been acquired by any of them.  (h)Except
with respect to the Notes to be issued on the Closing Date, during the period
commencing on the date hereof and ending on the thirtieth (30th) day after the
Closing Date, the Issuer shall not issue any U.S. dollar denominated debt
securities similar to the Notes which are either placed or syndicated by the
Issuer or any of its Affiliates in the international or U.S. capital markets,
directly or on their behalf, in any manner which could in the sole judgment of
the Initial Purchaser have a detrimental effect on the successful offering,
sale or resale of the Notes unless mutually agreed to in writing by the Initial
Purchaser and the Issuer.  (i)During
the period of two years after the Closing Date, the Issuer will not be or
become an open-end investment company, unit investment trust or face-amount
certificate company that is or is required to be registered under Section 8 of
the Investment Company Act.  (j)If
the rating assigned to the Notes is dependent upon the delivery to the Rating
Agency of the executed Series 2010-1 Transaction Documents, the Issuer shall
deliver such documents to the Rating Agency within thirty (30) days after the
Closing Date.  (k)The
Issuer agrees that, in order to render the Notes eligible for resale pursuant
to Rule 144A under the Act, while any of the Notes remain outstanding, to make
available, upon request, to any Noteholder or prospective purchasers of Notes
the information specified in Rule 144A(d)(4) (unless the Issuer is then subject
to Section 13 or 15(d) of the 1934 Act).  (l)Neither
the Issuer nor the Manager will take or permit, or cause any of their
Affiliates to take, any action whatsoever which would have the effect of
requiring the registration under the Act of the offering or sale of the Notes
contemplated by the Preliminary Offering Memorandum and the Offering
Memorandum.  (m)So
long as any of the Notes are outstanding, the Issuer will furnish to the
Initial Purchaser, by first-class mail, as soon as practicable:  (i) copies of all documents required to be
distributed to the Noteholders; and (ii) from time to time, such other
information concerning the Issuer or the Manager as the Initial Purchaser may
reasonably request.  SECTION 7.Expenses; Fees.  (a) 
Each of the Manager and the Issuer jointly and severally agrees to pay
all reasonable and documented costs and expenses incident to the purchase and
resale of the Notes by the Initial Purchaser and the transactions contemplated
by this Agreement and the Series 2010-1 Transaction Documents, whether or not
the transactions contemplated herein or therein are consummated or this
Agreement is terminated pursuant to Section 12, including all reasonable and
documented costs and expenses incident to (i) the preparation, printing, word
processing, distribution or other production of documents with respect to such
transactions, including any costs in respect of the Series 2010-1 Transaction  12


Documents, the Preliminary
Offering Memorandum and the Offering Memorandum and any amendment thereof or
supplement thereto, and any Blue Sky memorandum, (ii) all arrangements
relating to the delivery to the Initial Purchaser of copies of the foregoing
documents, (iii) the reasonable and documented fees and disbursements of
counsel, accountants and other consultants, experts and advisors retained by
the Initial Purchaser or any of its Affiliates (including, but not limited to
the fees, costs and expenses described under Section 7(b) herein) (provided
that the fees of counsel to the Initial Purchaser shall not exceed $200,000),
(iv) preparation, issuance, transfer and delivery of the Notes, (v) the
Indenture Trustees reasonable and documented fees and expenses, including reasonable
and documented expenses of counsel retained by the Indenture Trustee, (vi) the
qualification of the Notes under state securities and Blue Sky laws
(including filing fees and fees) to the extent such qualification is required
by this Agreement, (vi) reasonable and documented expenses of the Initial
Purchaser in connection with any meetings with prospective investors in the
Notes, (vii) all reasonable and documented expenses and fees incurred in
connection with causing the Notes to be eligible for clearance and settlement
through The Depository Trust Company, and (viii) fees charged by S&P for
the rating of the Notes.  The Issuer
acknowledges that the Initial Purchaser is not responsible for any of the fees,
costs and expenses contemplated by this subsection.  (b)Each
of the Manager and the Issuer jointly and severally agrees to pay or reimburse,
on a timely basis, the Initial Purchaser for all reasonable and documented out
of pocket fees, costs and expenses incurred by the Initial Purchaser or third parties
selected by the Initial Purchaser (which may include an Affiliate of the
Initial Purchaser) in connection with the conduct of a due diligence
examination of the Containers and the Related Transferred Assets, and of the
activities of the Issuer and any of its Affiliates with respect to the Managed
Containers and the Related Assets whether or not the transactions contemplated
herein are consummated.  The Issuer
agrees that these fees may include reasonable and documented fees and expenses
incurred in connection with time spent at the offices of the Issuer, the
Manager, or any of their Affiliates and in preparation of reports relating
thereto.  (c)The
amounts payable under each clause of this section shall be cumulative and
payment of amounts referred to in one clause shall not reduce amounts payable
under another clause.  SECTION 8.Conditions of the Initial Purchasers Obligation.  The obligations of the Initial
Purchaser to purchase and pay for Notes in an amount equal to the principal
amount set forth on Schedule I hereto opposite its name shall, in its sole
discretion, be subject to the following conditions:  (a)The
Issuer shall have (i) caused all Uniform Commercial Code financing statements
(or documents of similar import) required to perfect the first priority
security interest of the Indenture Trustee pursuant to the Indenture in the
Collateral and related items, in each case, to be duly filed in the manner
required by the laws of each appropriate jurisdiction.  (b)All
corporate and other proceedings in connection with the transactions
contemplated hereby and by the Series 2010-1 Transaction Documents and all
documents and Notes incident thereto shall be reasonably satisfactory in form
and substance to the Initial Purchaser and its counsel, and the Initial
Purchaser shall have received any other documents  13


incident
to the transactions contemplated hereby and by the Series 2010-1 Transaction
Documents that the Initial Purchaser or its counsel shall reasonably
request.  The Initial Purchaser or its
counsel shall have received on the Closing Date certified copies of all
documents evidencing corporate or other organizational action taken by the
Issuer, the Manager and the Indenture Trustee to approve the execution and
delivery of this Agreement and the Series 2010-1 Transaction Documents to which
they are a party and the consummation of the transactions contemplated hereby
and thereby.  (c)Immediately
prior to the sale of the Notes to the Initial Purchaser, the Notes shall have
been executed by the Issuer and authenticated by or on behalf of the Indenture
Trustee, and this Agreement and each of the Series 2010-1 Transaction Documents
that are to be executed and delivered on or prior to the Closing Date shall
have been executed and delivered.  The
Initial Purchaser and the Indenture Trustee shall have received on the Closing
Date a fully executed counterpart original and any required conformed copies of
all Series 2010-1 Transaction Documents delivered on or prior to the Closing
Date, and the Indenture Trustee shall have received the Notes.  (d)The
Initial Purchaser or its counsel shall have received on the Closing Date
signature and incumbency certificates executed by Authorized Signatories of the
Issuer and the Indenture Trustee certifying the identities and signatures of
those officers who executed each of this Agreement and the other Series 2010-1
Transaction Documents delivered in connection with Series 2010-1 to which the
Issuer or the Indenture Trustee, as the case may be, is a party.  (e)The
Notes shall have been rated A by S&P, such rating shall be in full force
and effect and the Initial Purchaser shall have received letter(s) from S&P
dated on or before the Closing Date to such effect.  (f)Subsequent
to the execution and delivery of this Agreement, there shall not have occurred
(i) any material adverse change, or any development involving a prospective
material adverse change, in the condition (financial or otherwise) or in the
business, properties or operations of the Issuer or the Manager (collectively,
a TAL Person), (ii) a material suspension or material limitation of trading
in securities generally on the New York Stock Exchange, or the establishment of
minimum prices on the New York Stock Exchange, (iii) a general moratorium on
commercial banking activities declared by any state of the United States or
United States authorities, (iv) any material outbreak or material escalation of
hostilities, insurrection or armed conflict in which the United States of
America is involved, any declaration of war by Congress or any other national
or international calamity or emergency that in the sole judgment of the Initial
Purchaser makes it impractical or inadvisable to purchase the Notes or to proceed
with the offering, sale, resale or delivery of the Notes, or (v) any material
adverse change in financial, political or economic conditions that in the sole
judgment of the Initial Purchaser makes it impractical or inadvisable to
purchase the Notes or to proceed with the offering, sale, resale or delivery of
the Notes.  (g)On
the Closing Date, the Initial Purchaser shall have received opinions, dated the
Closing Date, addressed to the Initial Purchaser and in form and substance
reasonably satisfactory to its counsel, of (i) Vedder Price P.C., counsel
to the Issuer and the Manager, as to (A) perfection of the Indenture Trustees
interest in the Collateral and other UCC matters, (B)  14


true
sale, substantive consolidation, (C) corporate, tax and other matters, and (D)
securities laws matters; (ii) internal counsel of the Manager as to certain
matters relating to the Manager; (iii) counsel to the Indenture Trustee, as to
certain matters relating to the Indenture Trustee; and (iv) such opinion
letters, if any, as shall be delivered to the Rating Agencies with respect to
matters not addressed in clauses (i)through
(iv) above.  In addition to the matters set forth above,
the opinion letter of Vedder Price P.C. shall also include a statement to the
effect that, during the preparation of the Offering Memorandum, such counsel
has participated in conferences with officers and other representatives of the
independent public accountants for the Issuer, representatives of the Initial
Purchaser and counsel for the Initial Purchaser, at which conferences the
content of the Offering Memorandum and related matters were discussed.  Based upon such participation but without
independent review or verification, and without passing upon, and without
assuming responsibility for, the accuracy, completeness or fairness of the
statements contained in the Offering Memorandum, no facts have come to such
counsels attention which leads it to believe that, at the time the Offering
Memorandum (except as to financial statements and related notes, structuring
assumptions, financial, accounting and other statistical data and supported
schedules included therein or omitted therefrom, as to which such counsel need
express no opinion) contained any untrue statement of material fact or omitted
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading.  (h)The
Initial Purchaser shall have received a letter from an Independent Accountant
dated the date of the Preliminary Offering Memorandum (with respect to the
Preliminary Offering Memorandum) and the Closing Date (with respect to the
Offering Memorandum), in form and substance satisfactory to the Initial
Purchaser and its counsel, containing statements and information of the type
ordinarily included in accountants comfort letters with respect to
information contained in the Preliminary Offering Memorandum and the Offering
Memorandum.  (i)The
representations and warranties of the Issuer and the Manager contained in this
Agreement and in the Series 2010-1 Transaction Documents to which it is a party
shall be true and correct in all material respects as of the date hereof and as
of the Closing Date; each of the Issuer and the Manager shall have performed in
all material respects all covenants and agreements and satisfied in all
material respects all conditions on its part to be performed or satisfied
hereunder and under the Series 2010-1 Transaction Documents on or prior to the
Closing Date.  (j)The
Initial Purchaser shall have received a certificate of each TAL Person, dated
the Closing Date, signed on behalf of each TAL Person (as applicable) by its
President or any Vice President and its Chief Financial Officer or if such
entity has none, its Treasurer, to the effect that, to the actual knowledge of
such person after reasonable inquiry:  (i)The representations and warranties of such TAL Person contained in this
Agreement and in the Series 2010-1 Transaction Documents to which such TAL
Person is a party are true and correct in all material respects as of the
Closing Date as if made on such date, such TAL Person has performed in all
material respects all covenants and agreements and satisfied in all material
respects all conditions on its respective part to be performed or satisfied
hereunder and under the other Series 2010-1 Transaction Documents on or prior
to the Closing Date, and since the date of this Agreement, there  15


has been no material
adverse change in the business, condition (financial or otherwise) or results
of operations of such TAL Person.  (ii)Except as set forth in the Offering Memorandum, since the date of this
Agreement, there has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the condition
(financial or otherwise) or in the business, properties or operations of such
TAL Person.  (k)The
Initial Purchaser shall have received confirmation that the Notes have been
accepted for clearance of secondary market trading by The Depository Trust
Company.  (l)The
Offering Memorandum shall have been printed and an electronic copy distributed
to the Initial Purchaser not later than 5:00 p.m., New York time on June 28,
2010, with paper copies distributed to the Initial Purchaser promptly
thereafter, but not later than 5:00 p.m. on June 28, 2010.  (m)The
Initial Purchaser shall have received from the Issuer a completed and executed
Asset Base Certificate as of the Closing Date, evidencing that no Asset Base
Deficiency shall exist on such date (after giving effect to the transactions
occurring on the Closing Date pursuant to the Series 2010-1 Transaction
Documents).  (n)The
Closing Date shall have occurred.  (o)This
Agreement has not terminated pursuant to Section
12.  The
Issuer shall furnish to the Initial Purchaser and the Rating Agencies (i) such
other agreements, instruments, documents, opinions, certificates, letters and
schedules as the Initial Purchaser or their counsel or any Rating Agency or its
counsel reasonably may request, and (ii) originals and conformed copies of all
opinions, certificates, letters, schedules, agreements, documents and
instruments delivered pursuant to this Agreement in the quantities that the
Initial Purchaser or the Rating Agencies, as the case may be, may reasonably
request.  SECTION 9.Representations, Warranties and Covenants of the
Initial Purchaser.  The Initial Purchaser represents and warrants
and covenants to the Issuer that:  (a)The
Initial Purchaser is an Institutional Accredited Investor.  (b)The
Initial Purchaser acknowledges that the Notes have not been registered under
the Act and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons except pursuant to an exemption from
the registration requirements of the Act. 
The Initial Purchaser represents and agrees that it has offered and sold
the Notes, and will offer and sell the Notes only (i) as part of its
distribution at any time and (ii) otherwise until 40 days after the later of
the commencement of the offering and the Closing Date, only in accordance with
Rule 903 or Rule 144A or to Institutional Accredited Investors pursuant to an
exemption from the registration requirements of the Act.  Accordingly, neither the Initial Purchaser
nor its Affiliates, nor any persons acting on its or their behalf, have engaged
or will engage in any directed selling efforts with respect to the Notes, and
the Initial Purchaser, its Affiliates and all persons acting on its or their
behalf have complied and will comply with the  16


offering
restrictions requirement of Regulation S, Rule 144A and will otherwise only
offer and sell the Notes pursuant to an exemption from the registration
requirements of the Act.  The Initial
Purchaser will not offer or sell, and has not offered or sold any Notes except
(x) within the United States to persons reasonably believed by it to be (i)
Qualified Institutional Buyers in reliance on the exemption from registration
provided by Rule 144A or (ii) Institutional Accredited Investors that deliver a
Purchaser Letter in the form of Annex A to the Offering Memorandum and (y) to
certain non-U.S. persons outside the United States within the meaning of, and
in compliance with, Regulation S.  The
Initial Purchaser agrees that, at or prior to confirmation of sale of the
Notes, other than a sale pursuant to Rule 144A, the Initial Purchaser will have
sent to each distributor, dealer or person receiving a selling concession, fee
or other remuneration that purchases the Notes from it during the restricted
period a confirmation or notice (which notice may be contained in the Preliminary
Offering Memorandum) to substantially the following effect:  The
Series 2010-1 Notes are being transferred to the purchaser in a transaction not
involving any public offering in the United States within the meaning of the
Securities Act, and that, if in the future the purchaser decides to resell,
pledge or otherwise transfer any Series 2010-1 Notes, such Series 2010-1 Notes
may be resold, pledged or transferred only in accordance with applicable state
securities laws and (i) in a transaction meeting the requirements of Rule 144A,
to a person that the transferor reasonably believes is a Qualified
Institutional Buyer) and to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144 A, (ii) (a) to a person that is
an Institutional Accredited Investor, is taking delivery of such Note in an
amount of at least $250,000 (or, if greater, the U.S. dollar equivalent of
50,000 Euros) and delivers a Purchaser Letter in the form of Annex A to the
Offering Memorandum to the Indenture Trustee, or (b) to a person that is taking
delivery of such Note pursuant to a transaction that is otherwise exempt from
the registration requirements of the Securities Act, as confirmed in an opinion
of counsel addressed to the Indenture Trustee and the Issuer, which counsel and
opinion are satisfactory to the Indenture Trustee and the Issuer, or (iii) in
an offshore transaction in accordance with Rule 903 or 904 of Regulation S.  (c)The
Initial Purchaser agrees that it and each of its Affiliates will not offer or
sell the Notes in the United States by means of any form of general
solicitation or general advertising within the meaning of Rule 502(c) under the
Act, including, but not limited to (i) any advertisement, article, notice
or other communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or (ii) any seminar or meeting whose
attendees have been invited by any general solicitation or general
advertising.  The Initial Purchaser
agrees, with respect to resales made in reliance on Rule 144A of any of the
Notes, to deliver either with the confirmation of such resale or otherwise
prior to settlement of such resale a notice to the effect that the resale of
such Notes has been made in reliance upon the exemption from the registration
requirements of the Securities Act provided by Rule 144A.  17


(d)The
Initial Purchaser has not engaged in any form of general solicitation or
general advertising in connection with the offering or sale of the Notes (as
those terms are used in Regulation D under the Act).  (e)The
Initial Purchaser is not acquiring the Notes with the assets of an employee
benefit plan within the meaning of the ERISA or a plan as defined in Section 4975
of the Code.  (f)The
acquisition and holding of the Note will not give rise to a nonexempt
prohibited transaction under Section 406(a) of ERISA or Section 4975 of the
Code.  (g)The
Initial Purchaser will not offer or sell any Note except on the terms contemplated
by the Offering Memorandum and in accordance with all Applicable Laws.  (h)The
Initial Purchaser agrees that it and each of its Affiliates has not entered and
will not enter into any contractual arrangement with respect to the
distribution of the Notes except for any such arrangements with the other
Initial Purchaser or Affiliates of the other Initial Purchaser or with the
prior written consent of the Issuer.  (i)The
Initial Purchaser represents and agrees that (i) it has only communicated or
caused to be communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000 (the FSMA))
received by it in connection with the issue or sale of any Notes in
circumstances in which section 21(1) of the FSMA does not apply to the Issuer;
and (ii) it has complied and will comply with all applicable provisions of
the FSMA with respect to anything done by it in relation to the Notes in, from
or otherwise involving the United Kingdom.  SECTION 10.Indemnification and Contribution.  (a) Each of the Manager and the
Issuer will jointly and severally indemnify and hold harmless the Initial
Purchaser, its Affiliates, directors, officers, employees, agents,
representatives and the Person who controls (within the meaning of Section 15
of the Act) the Initial Purchaser (collectively the Initial Purchaser
Indemnitees) against any losses, claims, damages or other liabilities, costs
and expenses (any losses, claims, damages, liabilities, costs and expenses
being referred to collectively as Losses and
individually as a Loss) to which
any Initial Purchaser Indemnitee may become subject, insofar as any Losses (or
claims, actions, suits or proceedings in respect thereof) relate to, arise out
of or are based upon:  (i)any untrue statement or alleged untrue statement of any material fact
contained in the Preliminary Offering Memorandum, the Offering Memorandum or
any amendment of or supplement to any of the foregoing, or  (ii)the omission or alleged omission to state, in the Preliminary Offering
Memorandum, the Offering Memorandum or any amendment of or supplement to any of
the foregoing, a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading,  18


and
in each case shall reimburse, as incurred, each Initial Purchaser Indemnitee
for any legal or other out-of-pocket fees, charges or expenses, in each case,
reasonably incurred by any Initial Purchaser Indemnitee in connection with
investigating, preparing, defending against or appearing as a third-party
witness in connection with any Loss, litigation, claim, suit, proceeding or
action, whether commenced or threatened (any such litigation, claims, suits,
proceedings, and actions being referred to collectively as Proceedings and individually as a Proceeding); provided, however, that neither the Issuer nor the Manager
shall be liable in any case under this Section
10 to the extent that any Loss (or claims, actions, suits or
proceedings in respect thereof) arises out of or is based upon any untrue
statement or alleged untrue statement in, or omission or alleged omission from,
the Preliminary Offering Memorandum or the Offering Memorandum or any amendment
or supplement thereto that, in the case of each of the foregoing, is made in
reliance upon and in conformity with the Initial Purchaser Information (as such
term is defined in Section 13(a));
provided, further, however, that
the foregoing indemnity agreement with respect to any Loss (or claims, actions,
suits or proceedings in respect thereof) shall not inure to the benefit of the Initial
Purchaser Indemnitee with respect to any Loss (or claims, actions, suits or
proceedings in respect thereof) arising out of or based upon (x) any untrue
statement or alleged untrue statement of any material fact contained in the
Preliminary Offering Memorandum or the Offering Memorandum or any amendment of
or supplement to any of the foregoing, or (y) the omission or alleged omission
to state in the Preliminary Offering Memorandum or the Offering Memorandum or
any amendment of or supplement to any of the foregoing, a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, if:
(1) the Issuer furnished sufficient copies of the Offering Memorandum or any
amendment thereof or supplement thereto on a timely basis to permit delivery of
the Offering Memorandum or any amendment thereof or supplement thereto to all
Persons purchasing notes from the Initial Purchaser in the initial resale of
such notes (such Persons Initial Resale Purchasers) at or prior to the
written confirmation of the sale of the Notes to such Person; (2) the Initial
Resale Purchaser asserting such losses, claims, damages or liabilities
purchased Notes in the initial resale from the Initial Purchaser and a copy of
the Offering Memorandum or any amendment thereof or supplement thereto was not
sent or given by or on behalf of the Initial Purchaser to such Initial Resale
Purchaser; and (3) the Offering Memorandum or such amendment thereof or
supplement thereto would have cured the defect giving rise to such Loss (or
claims, actions, suits or proceedings in respect thereof).  (b)The
Initial Purchaser agrees to indemnify and hold harmless each of the Issuer, the
Manager, their respective directors, officers, employees, agents and
representatives and each Person, if any, who controls (within the meaning of
Section 15 of the Act) the Issuer or the Manager against any reasonable and
documented Losses to which the Issuer, the Manager or any other such
indemnified party may become subject, insofar as the Losses (or actions in
respect thereof) arise out of or are based upon:  (i)any untrue statement or alleged untrue statement of any material fact
contained in the Preliminary Offering Memorandum or the Offering Memorandum or
any amendment of or supplement to any of the foregoing to the extent, but only
to the extent, that the untrue statement or alleged untrue statement was made
in reliance upon and in conformity with the Initial Purchaser Information
provided by the Initial Purchaser, or  19


(ii)the omission or alleged omission to state in the Preliminary Offering
Memorandum or the Offering Memorandum or any amendment of or supplement to any
of the foregoing, a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, to the extent, but only to the extent, that the
omission or alleged omission was made in reliance upon and in conformity with
the Initial Purchaser Information provided by the Initial Purchaser,  and in each case shall reimburse, as incurred, each
indemnified party for any legal or other out-of-pocket fees, charges or
expenses, in each case, reasonably incurred by such indemnified party in
connection with investigating, preparing, defending against or appearing as a
third-party witness in connection with any Loss or Proceeding, whether
commenced or threatened.  (c)Notwithstanding
any other provision of this Agreement, the Initial Purchasers indemnification
obligations shall be limited in amount to the aggregate of total compensation
received by it in connection with its duties as the Initial Purchaser of the
Notes, excluding any amounts received by the Initial Purchaser pursuant to subsection (a)of this Section 10.  (d)Promptly
after receipt by an indemnified party under this Section 10 of notice of the commencement of any
Proceeding for which an indemnified party is entitled to indemnification under
this Section 10, the
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under this Section 10,
notify the indemnifying party of the commencement thereof, but the failure to
so notify the indemnifying party shall not relieve it from any liability under subsection (a)or (b)of this Section 10 (as applicable) unless and
except to the extent that the failure to notify results in the forfeiture by
the indemnifying party of substantial rights and defenses. If any Proceeding is
brought that involves any indemnified party, and it notifies the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it may elect by written notice
delivered to the indemnified party after receiving the aforesaid notice from
such indemnified party, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party, and after notice from the indemnifying party to such
indemnified party, the indemnifying party will not be liable to such
indemnified party under this Section 10 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable and documented costs of investigation.  Notwithstanding the foregoing, in no event
shall an indemnifying party, in connection with any one such Proceeding or
separate but substantially similar or related Proceedings arising out of the
same general allegations or circumstances, be liable for the fees and expenses
of more than one separate firm of attorneys at any time for all indemnified
parties, together with any necessary local counsel.  If the indemnifying party assumes the defense
of any Proceeding, the indemnified party shall have the right to employ
separate counsel therein, and to participate in the defense thereof, but the
fees and expenses of its counsel shall be borne exclusively by the indemnified
party without any right or entitlement to reimbursement by an indemnifying
party except as otherwise provided in the preceding sentence and in the
preceding paragraph.  No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in respect of which any indemnified
party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party unless such settlement includes (i) an
unconditional release of such  20


indemnified
party from all liability on any claims that are the subject matter of such
action and (ii) does not include a statement as to or an admission of
fault, culpability or failure to act by or on behalf of any indemnified party.  (e)In
circumstances in which the indemnity agreement provided for in the preceding
subsections is unavailable or insufficient to hold harmless an indemnified
party in respect of any Losses or Proceedings, each indemnifying party, in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by the indemnified party as a result of Losses or
Proceedings in such proportion as is appropriate to reflect (i) the
relative benefits received by the indemnifying party or parties on the one hand
and the indemnified party on the other from the offering of the Notes or (ii) if
the allocation provided by clause (i)is
not permitted by Applicable Law, not only such relative benefits but also the
relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions
or alleged statements or omissions that resulted in Losses or Proceedings.  It is the parties intention that, to the
maximum extent permitted by Applicable Law, (A) the relative benefits
received by the Issuer on the one hand and the Initial Purchaser on the other
shall be deemed to be in the same proportion as the total proceeds from the
offering (before deducting expenses) of the Notes bear to the total compensation
received by the Initial Purchaser with respect to the offering, and (B) the
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Issuer on the one hand, or the Initial Purchaser on
the other, the parties relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.  The
Issuer and the Initial Purchaser agree that it would not be equitable if the
amount of contribution pursuant to this section were determined by pro rata or
per capita allocation or by any other method of allocation that does not take
into account the equitable considerations referred to in the preceding
paragraph.  Notwithstanding any other
provision of this Agreement, the Initial Purchaser shall not be obligated to make
contributions hereunder that in the aggregate exceed the total compensation
received by them in connection with its duties as Initial Purchaser of the
Notes, less the aggregate amount of any damages that they otherwise have been
required to pay by reason of the untrue or alleged untrue statements, or the
omissions or alleged omissions to state, a material fact.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.  For
purposes of this subsection, each Affiliate, director, officer, employee, agent
and representative of the Initial Purchaser and the Person who controls the
Initial Purchaser (within the meaning of Section 15 of the Act) shall have
the same rights to contribution as the Initial Purchaser, and each Affiliate,
director, officer, employee, agent and representative of the Issuer and each
Person who controls the Issuer (within the meaning of Section 15 of the
Act), shall have the same rights to contribution as the Issuer.  SECTION 11.Survival; Scope of Liability.  The respective representations
(as of the date made), warranties (as of the date made), agreements, covenants,
indemnities and other statements of the Issuer, the Initial Purchaser and their
respective officers set forth in this Agreement or made by or on behalf of any
of them, respectively, pursuant to this Agreement shall remain in full force
and effect, regardless of (a) any investigation made by or on behalf of
the Issuer or the  21


Initial Purchaser or any
of their respective officers or directors, or any controlling Person referred
to in Section 10 and (b) delivery
of and payment for the Notes or resale thereof. The respective agreements,
covenants, indemnities and other statements set forth in this Section 11 and in Sections 7, 10, 14, 15, 17, 18, 19, 20, 21, 22, 23,
and 25 shall remain in full force
and effect regardless of any termination or cancellation of this Agreement.  SECTION 12.Termination.  This Agreement may be terminated in the sole
discretion of the Initial Purchaser by notice to the Issuer given on or prior
to the Closing Date in the event that (A) any TAL Person shall have, in
any material respect, failed, refused or been unable to perform, all
obligations on its part to be performed hereunder at or prior thereto or (B) if,
on or prior to the Closing Date, there shall have occurred any of the events or
conditions set forth in Section 8(f) hereof.  Termination
of this Agreement pursuant to this Section 12
shall be without liability of any party to any other party except that the
Initial Purchaser shall be entitled to any fees, costs and expenses payable, in
each case in accordance with Section 7.  SECTION 13.Supplied Information.  The Issuer acknowledges and
agrees that the information described in Schedule II hereto constitutes the
only information furnished by the Initial Purchaser to the Issuer for purposes
of inclusion in the Preliminary Offering Memorandum, the Offering Memorandum or
any amendment or supplement of or to any of the foregoing. Initial Purchaser Information means the
information described in Schedule II hereto, but only to the extent that such
information relates to the respective Initial Purchaser.  SECTION 14.Notices.  Unless otherwise provided herein, all notices
required under the terms and provisions hereof shall be in writing and either
delivered by hand, by mail or by facsimile, and any notice shall be effective
when received at the address or facsimile number (as applicable) specified
below:  If
  to the Issuer:
  
  TAL
  Advantage IV LLC100
  Manhattanville RoadPurchase,
  New York 10577-2135Attn:
  Jeffrey CasucciEmail:
  jeffrey.casucci@talinternational.comWith
  a copy to:TAL
  International Container Corporation100
  Manhattanville RoadPurchase,
  New York 10577-2135Attn:
  Jeffrey Casucci, Vice President and TreasurerFax:
  914 697 2526If
  to the Manager:
  
  TAL
  International Container Corporation100
  Manhattanville RoadPurchase,
  New York 10577-2135  22


Attn:
  Jeffrey Casucci, Vice President and TreasurerFax:
  914 697 2526  If
  to the Initial Purchaser:
  
  Wells
  Fargo Securities, LLC301
  South College Street, D1053-082Charlotte,
  North Carolina 28288-0610Attention:
  Jessica GrayFacsimile
  Number:
  (704)
  383-4012Telephone
  Number:
  (704)
  383-9317with
  a copy to:Wells
  Fargo Securities, LLC301
  South College Street, D1053-082Charlotte,
  North Carolina 28288-0610Attention:
  Jerri KallamFacsimile
  Number:
  (704)
  715-0106Telephone
  Number:
  (704)
  715-1873  or
at such other address or facsimile number as any party may designate from time
to time by notice duly given to the other parties in accordance with the terms
of this section.  SECTION 15.Successors.  This Agreement shall inure to the benefit of
and be binding upon the Initial Purchaser, the Issuer, the Manager and their
respective successors and legal representatives.  Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any Person, other than the
parties hereto, their respective successors and the controlling Persons,
Affiliates, directors, officers, employees, agents and representatives referred
to in Section 10 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained.  This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
parties hereto, their respective successors and such controlling Persons,
Affiliates, directors, officers, employees, agents and representatives and
their heirs and legal representatives, and for the benefit of no other
Person.  No purchaser of a Note or a
beneficial interest in a Note from the Initial Purchaser shall be deemed a
successor because of such purchase.  SECTION 16.Counterparts.  This Agreement may be executed in any number
of counterparts and by the different parties hereto in separate counterparts
(which may include facsimile), each of which when so executed shall be deemed
to be an original and all of which together shall constitute one and the same
agreement.  SECTION 17.Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS
5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS, AND THE  23


OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.  SECTION 18.Submission to Jurisdiction.  EACH PARTY HERETO HEREBY (A) IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE COUNTY OF NEW YORK, NEW YORK
OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (B) IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH STATE OR FEDERAL COURT, AND (C) IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. EACH PARTY
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY ACTION OR
PROCEEDING BY THE MAILING OF COPIES OF THE PROCESS TO SUCH PARTY AT ITS ADDRESS
SPECIFIED HEREIN. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY
PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
AFFECT THE RIGHT OF ANY PARTY HERETO TO BRING ANY ACTION OR PROCEEDING AGAINST
ANY OR ALL OF THE OTHER PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTIES IN
THE COURTS OF ANY OTHER JURISDICTION.  SECTION 19.Waiver of Jury Trial.  EACH PARTY HERETO WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHTS UNDER OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS
OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN
THE FUTURE BE DELIVERED IN CONNECTION THEREWITH OR ARISING FROM ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OF
ANY OF THE PARTIES HERETO OR ANY OTHER RELATIONSHIP EXISTING IN CONNECTION WITH
THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS, AND AGREES THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  SECTION 20.Negotiations.  This Agreement and the other Series 2010-1
Transaction Documents are the result of negotiations among the parties hereto,
and have been reviewed by the respective counsel to the parties hereto, and are
the products of all parties hereto. Accordingly, this Agreement and the other Series 2010-1
Transaction Documents shall not be construed against the Initial Purchaser
merely because of the Initial Purchaser involvement in the preparation of this
Agreement and the other Series 2010-1 Transaction Documents.  SECTION 21.Amendments, Etc.This Agreement may be amended, restated or
otherwise modified or waived at any time but only upon the written consent of
each of the parties hereto.  SECTION 22.Severability of Provisions.  If any one or more of the
agreements, provisions or terms of this Agreement shall for any reason
whatsoever be held invalid, then the  24


unenforceable agreements,
provisions or terms shall be deemed severable from the remaining agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other agreements, provisions or terms of this
Agreement.  SECTION 23.No Waiver; Cumulative Remedies.  No failure to exercise and no
delay in exercising, on the part of any party hereto, 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 thereof or the exercise of any other right, remedy,
power or privilege.  Except as otherwise
provided in this Agreement, the rights, remedies, powers and privileges herein
provided are cumulative and are not exhaustive of any rights, remedies, powers
and privileges provided by law.  SECTION 24.Integration.  This Agreement contains a final and complete
integration of all prior expressions by the parties hereto with respect to the
subject matter hereof and shall constitute the entire agreement among the
parties hereto with respect to the subject matter hereof and thereof,
superseding all prior oral or written understandings.  SECTION 25.Nonpetition Covenant.  Notwithstanding any prior
termination of this Agreement, the Initial Purchaser agrees that it shall not,
with respect to the Issuer, institute or join any other Person in instituting
any proceeding of the type referred to in the definition of Bankruptcy Event
against or with respect to the Issuer or so long as any Notes issued by the
Issuer shall be outstanding and there shall not have elapsed one year plus one
day since the last day on which any such Notes shall have been Outstanding and
all other obligations of the Issuer under the Series 2010-1 Transaction
Documents have been paid in full.  The
foregoing shall not limit the right of any such Person to file any claim in or
otherwise take any action with respect to any such proceeding that was
instituted against Issuer by any Person other than the Initial Purchaser.  In addition, the Initial Purchaser agrees that
all amounts owed to it by Issuer shall be payable solely from amounts that
become available for such payment pursuant to the Series 2010-1
Transaction Documents, and no such amounts shall constitute a claim against
Issuer to the extent that they are in excess of the amounts available for their
payment.  Bankruptcy Event means, for any Person,
any of the following events:  (a)a
case or other proceeding shall be commenced, without the application or consent
of such Person, in any court, seeking the liquidation, reorganization, debt
arrangement, dissolution, winding up or composition or readjustment of debts of
such Person, the appointment of a trustee, receiver, custodian, liquidator,
assignee, sequestrator or the like for such Person or any substantial part of
its assets, or any similar action with respect to such Person under any law
relating to bankruptcy, insolvency, reorganization, winding up or composition
or adjustment of debts, and such case or proceeding shall continue undismissed,
or unstayed and in effect, for a period of 60 days; or any order for relief in
respect of such Person shall be entered in an involuntary case under the
federal bankruptcy laws or other similar laws now or hereafter in effect, or  (b)such
Person shall commence a voluntary case or other proceeding under any applicable
bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other
similar law now or hereafter in effect, or shall consent to the appointment of
or taking possession by a  25


receiver,
liquidator, assignee, trustee, custodian, sequestrator or the like, for such
Person or any substantial part of its property, or shall make any general
assignment for the benefit of creditors, or shall fail to, or admit in writing
its inability to, pay its debts generally as they become due.  SECTION 26.USA Patriot Act.  Each of the Issuer and the Manager
acknowledges that the Initial Purchaser is required by U.S. Federal law, in an
effort to help fight the funding of terrorism and money laundering activities,
to obtain, verify and record information that identifies each person or
corporation who opens an account or enters into a business relationship with a
financial institution.  [Signature page follows.]  26


If
the foregoing correctly sets forth our understanding, please indicate your
acceptance thereof in the space provided below for that purpose, whereupon this
Agreement shall constitute a binding agreement between the Issuer and the
Initial Purchaser.  Very
  truly yours,TAL
  ADVANTAGE IV LLCBy:
  TAL
  International Container Corporation,its
  managerBy:Name:Title:TAL
  INTERNATIONAL CONTAINER CORPORATIONBy:Name:Title:   NPA Series 2010-1


Accepted
  and agreed to as of the date first above written:WELLS
  FARGO SECURITIES, LLC,as
  Initial PurchaserBy:Authorized
  SignatoryName:Title:   NPA Series 2010-1


TABLE OF CONTENTS  Page  SCHEDULE I to Note Purchase Agreement (Series 2010-1)  Initial
  Purchaser
  
  Principal Amount of NotesWells Fargo Securities,
  LLC
  
  $
  197,000,000


TABLE OF CONTENTS  Page  SCHEDULE II to Note Purchase Agreement (Series 2010-1)  The
information contained in the first, second, fifth, eighth, tenth, eleventh and
twelfth paragraphs and the third and fourth sentences of the seventh paragraph
under the heading PLAN OF DISTRIBUTION and the information contained under
the heading GENERAL INFORMATION in the Offering Memorandum.