“Consolidated Tangible Net Worth. As of any date of determination with respect toa Person, the excess of: (a) the tangible assets of such Person and such Person’sConsolidated Subsidiaries calculated in accordance with GAAP plus theaggregate amount of Consolidated Funded Debt of the type specified in clause (3) ofthe definition of Consolidated Funded Debt, over (b) all Indebtedness of suchPerson and its Consolidated Subsidiaries; provided, however, that (i) in no eventshall there be included in the above calculation any intangible assets such aspatents, trademarks, trade names, copyrights, licenses, goodwill, organizationalcosts, amounts relating to covenants not to compete, or any impact fromapplications of FASB 133, (ii) securities included as such intangible assets shallbe taken into account at their current market price or cost, whichever is lower,and(iii) in no event shall there be included in the above calculation, as of any dateof determination, any assets or obligation arising under any interest rate hedgingor under any similar type of agreement to the extent of the amount due to or bysuch Person if such agreement were to be terminated on such date of determination.”     (b) For the avoidance of doubt, to the extent that any term set forth in Appendix A tothe Indenture is defined by reference to the definition of such term in the Credit Agreement andto the extent the definition of such term in the Credit Agreement includes the term “ConsolidatedTangible Net Worth,” the term “Consolidated Tangible Net Worth” shall be deemed to have thedefinition set forth in Section 2.1(a)(ii) of this Third Supplemental Indenture.ARTICLE IIIConditions Precedent          SECTION 3.1. This Third Supplemental Indenture shall become effective as of the dateupon which the following conditions precedent shall be satisfied (the “Third SupplementalIndenture Effective Date”):     (a) execution and delivery of this Third Supplemental Indenture by the parties hereto,with the executed consent of Financial Guaranty Insurance Company as the Control Party;     (b) delivery to the Indenture Trustee of an Opinion of Counsel pursuant to Section1003 of the Indenture, stating that all conditions precedent for the execution of this ThirdSupplemental Indenture have been satisfied;     (c) written notification from each Rating Agency that the execution of this ThirdSupplemental Indenture (as it relates to the amendments set forth in Section 2.1 herein) will notresult in the reduction or withdrawal of its then-current rating of any Series of Notes thenOutstanding including any underlying rating in respect of such Series of Notes issued to a SeriesEnhancer without giving effect to the related Series Enhancement;     (d) execution by the Issuer of an Officer’s Certificate to the effect that this ThirdSupplemental Indenture is being entered into without the consent of Noteholders in order to makeprovisions with respect to matters or questions arising under the Indenture substantially in theform of the Officer’s Certificate attached as Exhibit A hereto; and     (e) satisfaction of the conditions to effectiveness set forth in the Letter Agreement,dated as of the date hereof, by and among the Issuer and Financial Guaranty Insurance Company.
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ARTICLE IVMiscellaneous          SECTION 4.1. Limitation of Right. Except as expressly set forth in this ThirdSupplemental Indenture, this Third Supplemental Indenture shall be binding upon the Issuer, theNoteholders and their respective successors and permitted assigns and shall not inure to thebenefit of any Person other than the parties hereto, the Noteholders and the Manager as providedherein. Notwithstanding the previous sentence, the parties hereto, the Seller and the Manageracknowledge that each Hedge Counterparty and any Series Enhancer for a Series of Notes is anexpress third party beneficiary hereof entitled to enforce its rights hereunder as if actually aparty hereto.          SECTION 4.2. Successors and Assigns. All provisions of this Third SupplementalIndenture shall bind the parties hereto and their permitted successors and assigns and inure tothe benefit of their respective successors and assigns, whether so expressed or not.          SECTION 4.3. Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED BY ANDINTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 AND5-1402 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OFCONFLICTS OF LAW, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO SHALL BEDETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.          SECTION 4.4. Severability Clause. In case any provision in this Third SupplementalIndenture shall be invalid, illegal or unenforceable, the validity, legality and enforceabilityof the remaining provisions shall not in any way be affected or impaired thereby and suchprovision shall be ineffective only to the extent of such invalidity, illegality orunenforceability.          SECTION 4.5. Ratification of Indenture; Third Supplemental Indenture Part ofIndenture. Except as expressly supplemented hereby, the Indenture is in all respects ratified andconfirmed and all the terms, conditions and provisions thereof shall remain in full force andeffect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes,and every Noteholder of Notes heretofore or hereafter authenticated and delivered shall be boundhereby.          SECTION 4.6. Counterparts. The parties hereto may sign one or more copies of thisThird Supplemental Indenture in counterparts, all of which together shall constitute one and thesame agreement.          SECTION 4.7. Headings. The headings of the Articles and the Sections in this ThirdSupplemental Indenture are for convenience of reference only and shall not be deemed to alter oraffect the meaning or interpretation of any provisions hereof.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to beduly executed as of the date first above written.       **TAL ADVANTAGE I LLC**, as Issuer       By: TAL International Container Corporation, its