Exhibit
4.51  TRANSITION AGENT AGREEMENT  This Transition Agent
Agreement, dated as of June 28, 2010 (as amended, modified or supplemented
from time to time in accordance with the terms hereof, this Agreement)
is between Wells Fargo Bank, National Association, a national banking
association (together with its successors and permitted assigns, the Transition
Agent), TAL International Container Corporation, a Delaware corporation
(the Manager), and TAL Advantage IV LLC, a Delaware limited liability
company (the Issuer).  RECITALS  WHEREAS, the Manager and the
Issuer have executed that certain Management Agreement, dated as of June 28,
2010 (as amended, modified or supplemented from time to time in accordance with
the terms hereof, this Management Agreement);  WHEREAS, capitalized terms
used herein and not otherwise defined shall have the meaning set forth in the
Management Agreement;  WHEREAS, pursuant to Section 3.10.3
of the Management Agreement, the Manager has agreed to deliver monthly (by the
10thBusiness Day of each month) to the Transition
Agent the Back-up Data Tape; and  WHEREAS, pursuant to Section 3.11.2
of the Management Agreement, upon receiving written notice from the Manager
that a Back-up Manager Event has occurred, the Transition Agent is obligated to
solicit at least three (3) bids from prospective managers to act as a
back-up manager to the Manager;  NOW, THEREFORE, in
consideration of the promises and agreement contained herein, the parties
hereto agree as follows:  1.Agreement to Act as
Transition Agent.  (a)The Transition Agent hereby
agrees to perform the duties and responsibilities assigned to the Transition
Agent in the Management Agreement, as in effect on the date hereof.  (b)As compensation for the
performance of the Transition Agents obligations under this Agreement, the
Issuer agrees to pay to the Transition Agent on each Payment Date a fee of Five
Hundred Dollars ($500); notwithstanding payment of such fee by the Issuer, each
of the parties hereto acknowledge that the Transition Agent is the agent of the
Noteholders.  Such fee shall be payable
from amounts on deposit in the Trust Account in accordance with the provisions
of Section 302 or 806 of the Indenture. 
In addition, the Transition Agent shall also be entitled to be
reimbursed in accordance with Section 302 or 806 of the Indenture for its
expenses incurred in taking any actions required by this Agreement.  The term Transition Agent Fee shall include
all amounts payable pursuant to this Section 1(b).  Any such expenses owing to the Transition
Agent pursuant to this Section 1(b) shall not constitute a claim
(as defined in Section 101(5) of the Bankruptcy Code) against the
Issuer or the Collateral in the event that such amounts are not paid pursuant
to Section 302 or 806 of the Indenture or the related Supplement


(c)The Issuer and the Manager
shall jointly and severally indemnify upon demand the Transition Agent from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses and disbursements of any kind
whatsoever which may at any time (including at any time following the repayment
of the Outstanding Obligations and the termination or resignation of the
Transition Agent) be imposed on, incurred by or asserted against any such
Person in any way relating to or arising out of this Agreement or any document
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by any such Person
under or in connection with any of the foregoing; provided,
however, that the Issuer shall not be liable for the payment to the
Transition Agent of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Transition Agents negligence or willful
misconduct.  Indemnification amounts
owing by the Issuer pursuant to this Section 6(b) shall not
constitute a claim (as defined in Section 101(5) of the Bankruptcy
Code) against the Issuer or the Collateral in the event that such amounts are
not paid pursuant to Sections 302 or 806 of the Indenture.  (d)The Transition Agent will
not, in performing its duties and responsibilities under the Management
Agreement, be obligated to take any action that would be in violation of any
law, rule or regulation that may be applicable to the Transition Agent,
its property or the services to be performed hereunder.  The Transition Agent shall be under no
obligation to institute, conduct or defend any litigation or proceeding
hereunder unless it shall have security or indemnity reasonably satisfactory to
it against the costs, expenses and liabilities that may be incurred in
connection therewith.  (e)The Transition Agent shall
not (a) be liable for any action taken or omitted to be taken by it under
or in connection with the Management Agreement (except for its own gross
negligence or willful misconduct), or (b) be responsible in any manner for
any recital, statement, representation or warranty made by the Issuer, the
Manager or the Indenture Trustee, or any officer thereof, contained in the
Management Agreement or in any other Transaction Document, or in any
certificate, report, statement or other document referred to or provided for
in, or received by the Transition Agent under or in connection with, the
Management Agreement or in any other Transaction Document, or for the value of
any Collateral or the validity, effectiveness, genuineness, enforceability or
sufficiency of any Transaction Document, or for any failure of the Issuer, the
Manager or any other party to any Transaction Document to perform its
obligations thereunder except to the extent set forth therein.  The Transition Agent shall be entitled to
rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or
other document believed by it to be genuine and correct and to have been signed
or sent by the proper Person or Persons, and upon advice and statements of
legal counsel, independent accountants and other experts selected by the
Transition Agent.  (f)This Agreement shall
continue in force until the Outstanding Obligations under the Indenture are
paid in full, upon which event this Agreement shall automatically terminate; provided, however, that the Transition Agent may resign its
duties hereunder by providing each of the Issuer, the Manager and the Indenture
Trustee with sixty days (60) prior written notice thereof.  2


(g)Nothing herein shall prevent
the Transition Agent or its Affiliates from engaging in other businesses or, in
its sole discretion, from acting in a similar capacity for any other Person
even though such Person may engage in business activities similar to those of
the Issuer  3.Amendment.  The terms of this Agreement may be amended or
modified only by a written instrument signed by Transition Agent, the Issuer
and the Manager.  4.Counterparts.  This Agreement may be signed in two or more
counterparts each of which shall constitute an original instrument, but all of
which together shall constitute but one and the same instrument.  5.Signature.  Any signature required with respect to this
Agreement may be provided via facsimile or by electronic means and shall in
either case be equally effective as the delivery of an originally executed
counterpart.  6.Notices.  Any notice, report or other communication
given hereunder shall be in writing and addressed to the address(es) set forth
on the signature pages hereto.  7.Governing Law.  This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of New York of
the United States of America (including Sections 5-1401 and 5-1402 of the
General Obligations Law, but otherwise without regard to conflicts of law
principles) applicable to agreements made and to be performed therein and the
obligations, rights, and remedies of the parties under this Agreement shall be
determined in accordance with such laws.  [Remainder
of Page Intentionally Left Blank]  3


This Agreement has been
executed and delivered as of the        day of
June, 2010.  WELLS FARGO BANK, NATIONAL
  ASSOCIATION, as Transition AgentBy:Name:Title:Address for Notices:Wells Fargo Bank, National
  AssociationMAC N9311-161Sixth Street and Marquette
  AvenueMinneapolis, Minnesota
  55479Attn: Corporate Trust
  Services - Asset-BackedAdministrationFax: (612) 667-3464   TAL ADVANTAGE IV LLC, as
  the Issuer
  
  TAL INTERNATIONAL
  CONTAINER CORPORATION, as the ManagerBy:
  
  
  By:Name:
  
  
  Name:Title:
  
  
  Title:Address for Notices: As
  set forth in the Management Agreement
  
  Address for Notices: As
  set forth in the Management Agreement