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                                                                    Exhibit 4.1                       TRITON CONTAINER FINANCE VIII LLC                                     as Issuer                                                                                                                       and                                                                                                WILMINGTON TRUST, NATIONAL ASSOCIATION,                                 Indenture Trustee                                     INDENTURE                                                                                                                Dated as of September 21,                                       2020       737897515 20654080 





 






TABLE OF CONTENTS                                                                             Page    ARTICLE I DEFINITIONS .......................................................................................................... 2        Section 101    Defined Terms ..................................................................................... 2        Section 102    Other Definitional Provisions .............................................................. 3        Section 103    Computation of Time Periods .............................................................. 3        Section 104    Duties of Transition Agent................................................................... 3        Section 105    General Interpretive Principles ............................................................ 3        Section 106    Statutory References ............................................................................ 4  ARTICLE II THE NOTES ............................................................................................................ 4        Section 201    Authorization of Notes ......................................................................... 4        Section 202    Form of Notes; Global Notes ............................................................... 5        Section 203   Execution; Recourse Obligation .......................................................... 7        Section 204    Certificate of Authentication ................................................................ 7        Section 205    Registration; Registration of Transfer and Exchange of Notes ........... 8        Section 206    Mutilated Destroyed, Lost and Stolen Notes ..................................... 11        Section 207    Delivery, Retention and Cancellation of Notes ................................. 11        Section 208    ERISA Deemed Representations ....................................................... 12  ARTICLE III PAYMENT OF NOTES; STATEMENTS TO NOTEHOLDERS ....................... 12        Section 301    Principal and Interest ......................................................................... 12        Section 302    Investment of Monies Held in each Revenue Reserve Account,                       each Restricted Cash Account, and each Other Series Account;                       Control over Eligible Investments ..................................................... 12        Section 303    Reports to Noteholders ...................................................................... 14        Section 304    Records .............................................................................................. 14        Section 305    [Reserved] .......................................................................................... 14        Section 306    CUSIP Numbers................................................................................. 14        Section 307    No Claim ............................................................................................ 14        Section 308    Compliance with Withholding Requirements .................................... 15        Section 309    Tax Treatment of Notes ..................................................................... 15  ARTICLE IV COLLATERAL .................................................................................................... 15        Section 401    Collateral ............................................................................................ 15        Section 402    Pro Rata Interest ................................................................................. 16        Section 403    Indenture Trustee’s Appointment as Attorney-in-Fact ...................... 17        Section 404    Administration of Collateral .............................................................. 18        Section 405    Quiet Enjoyment ................................................................................ 20  ARTICLE V RIGHTS OF NOTEHOLDERS; ALLOCATION AND APPLICATION OF                 COLLECTIONS;  REQUISITE GLOBAL MAJORITY .............................. 20        Section 501    Rights of Noteholders ........................................................................ 20        Section 502    Determination of Requisite Global Majority ..................................... 20  ARTICLE VI COVENANTS ...................................................................................................... 21        Section 601    Payment of Principal and Interest; Payment of Taxes ....................... 21    737897515 20654080                   -i-    





 






TABLE OF CONTENTS  (continued)                                                                           Page          Section 602    UCC Location .................................................................................... 21        Section 603    Corporate Existence ........................................................................... 21        Section 604    Protection of Collateral ...................................................................... 21        Section 605    Corporate Separateness of the Issuer ................................................. 22        Section 606   No Bankruptcy Petition...................................................................... 22        Section 607    Other Debt .......................................................................................... 22        Section 608    Consolidation, Merger and Sale of Assets ......................................... 23        Section 609    Amendment of Transaction Documents ............................................ 23        Section 610    Investment Company Act .................................................................. 23        Section 611    Notices ............................................................................................... 23        Section 612    Subsidiaries ........................................................................................ 23        Section 613   Use of Proceeds .................................................................................. 23        Section 614   UNIDROIT Convention ..................................................................... 23        Section 615    Other Information .............................................................................. 23        Section 616    Amendment of Intercreditor Collateral Agreement ........................... 24        Section 617    Sanctions ............................................................................................ 24        Section 618    Tax Election of the Issuer .................................................................. 24        Section 619    Noteholder Tax Identification Information ........................................ 24        Section 620    Investments ........................................................................................ 25  ARTICLE VII DISCHARGE OF INDENTURE; PREPAYMENTS ......................................... 25        Section 701    Full Discharge .................................................................................... 25        Section 702    Prepayment of Notes .......................................................................... 25        Section 703    Unclaimed Funds ............................................................................... 25  ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES .................................................. 26        Section 801    Event of Default ................................................................................. 26        Section 802   Acceleration of Stated Maturity; Rescission and Annulment ............ 26        Section 803    Collection of Indebtedness ................................................................. 27        Section 804    Remedies ............................................................................................ 27        Section 805    Indenture Trustee May Enforce Claims Without Possession of                      Notes .................................................................................................. 28        Section 806   Allocation of Money Collected .......................................................... 28        Section 807    Limitation on Suits ............................................................................. 28        Section 808   Unconditional Right of Noteholders to Receive Principal,                       Interest and Commitment Fees .......................................................... 29        Section 809   Restoration of Rights and Remedies .................................................. 29        Section 810   Rights and Remedies Cumulative ...................................................... 29        Section 811    Delay or Omission Not Waiver .......................................................... 29        Section 812   Control by Control Party .................................................................... 30        Section 813    Waiver of Past Defaults ..................................................................... 30        Section 814    Undertaking for Costs ........................................................................ 30        Section 815    Waiver of Stay or Extension Laws .................................................... 31        Section 816    Sale of Collateral ................................................................................ 31    737897515 20654080                  -ii-    





 






TABLE OF CONTENTS  (continued)                                                                           Page          Section 817    Action on Notes ................................................................................. 32  ARTICLE IX CONCERNING THE INDENTURE TRUSTEE ................................................. 32        Section 901   Duties of the Indenture Trustee .......................................................... 32        Section 902   Certain Matters Affecting the Indenture Trustee ............................... 33        Section 903    Indenture Trustee Not Liable ............................................................. 36        Section 904    Indenture Trustee May Own Notes .................................................... 37        Section 905    Indenture Trustee’s Fees and Expenses ............................................. 37        Section 906    Eligibility Requirements for the Indenture Trustee ........................... 37        Section 907   Resignation and Removal of the Indenture Trustee ........................... 38        Section 908   Successor Indenture Trustee .............................................................. 38        Section 909    Merger or Consolidation of the Indenture Trustee ............................ 39        Section 910    Separate Indenture Trustees, Co-Indenture Trustees and                      Custodians ..........................................................................................  39        Section 911    Representations and Warranties ......................................................... 40        Section 912    Indenture Trustee Offices .................................................................. 41        Section 913    Notice of Various Events ................................................................... 42        Section 914    Notices ............................................................................................... 42  ARTICLE X SUPPLEMENTAL INDENTURES ....................................................................... 42        Section 1001   Supplemental Indentures Not Creating a New Series Without                      Consent of Noteholders...................................................................... 42        Section 1002   Supplemental Indentures Not Creating a New Series with                      Consent of Noteholders...................................................................... 43        Section 1003  Execution of Supplemental Indentures .............................................. 44        Section 1004  Effect of Supplemental Indentures ..................................................... 44        Section 1005   Reference in Notes to Supplemental Indentures ................................ 44        Section 1006  Issuance of Series of Notes ................................................................ 44  ARTICLE XI NOTEHOLDERS LISTS ...................................................................................... 46        Section 1101  Issuer to Furnish Indenture Trustee Names and Addresses of                       Noteholders ........................................................................................ 46        Section 1102   Preservation of Information; Communications to Noteholders ......... 46  ARTICLE XII MISCELLANEOUS PROVISIONS ................................................................... 46        Section 1201   Compliance Certificates and Opinions .............................................. 46        Section 1202   Form of Documents Delivered to Indenture Trustee ......................... 47        Section 1203   Acts of Noteholders ........................................................................... 47        Section 1204   Limitation of Right ............................................................................ 48        Section 1205   Severability ........................................................................................ 48        Section 1206   Notices ............................................................................................... 48        Section 1207   Consent to Jurisdiction ....................................................................... 49        Section 1208   Captions ............................................................................................. 49        Section 1209  Governing Law .................................................................................. 49        Section 1210  No Petition ......................................................................................... 49    737897515 20654080                  -iii-    





 






TABLE OF CONTENTS  (continued)                                                                           Page          Section 1211   Patriot Act .......................................................................................... 50        Section 1212  WAIVER OF JURY TRIAL .............................................................. 50        Section 1213   Waiver of Immunity ........................................................................... 50        Section 1214   Judgment Currency ............................................................................ 50        Section 1215   Consents and Approvals .................................................................... 51        Section 1216   Counterparts ....................................................................................... 51        Section 1217   Signatures ........................................................................................... 51        Section 1218  Multiple Roles .................................................................................... 51     737897515 20654080                  -iv-    





 






   EXHIBIT A  – Investment Letter (Rule 144A)  EXHIBIT B  – Form of Control Agreement  EXHIBIT C  – Form of Asset Base Certificate    APPENDIX A – Master Index of Defined Terms       737897515 20654080                  -v-    





 






           This Indenture, dated as of September 21, 2020 (as amended, modified or supplemented   from time to time as permitted hereby, this “Indenture”), between TRITON CONTAINER   FINANCE VIII LLC, a limited liability company organized under the laws of the State of   Delaware (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a   national banking association, as the Indenture Trustee (the “Indenture Trustee”).          Each party agrees as follows for the benefit of the other party and the Noteholders.                                 GRANTING CLAUSE         To secure the payment of all Outstanding Obligations and the performance of all of the  Issuer’s covenants and agreements in this Indenture and all other Transaction Documents, the  Issuer hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the  Indenture Trustee, for the benefit of Noteholders, a security interest in and to all of the Issuer’s  right, title and interest in, to and under the following, whether now existing or hereafter created or  acquired (other than the Excluded Property): (i) the Contribution and Sale Agreement, the  Management Agreement and the Intercreditor Collateral Agreement but only to the extent that the  rights under each such agreement do not relate to a Managed Container included in a Series- Specific Container Pool, (ii) all other assets and properties of the Issuer, whether now existing or  hereafter acquired, (iii) all income, payments and proceeds of the foregoing and all other assets  granted, assigned, conveyed, mortgaged, pledged, hypothecated and transferred to the Indenture  Trustee pursuant to this clause, and (iv) all of the following, whether now existing or hereafter  acquired:               (a) All Accounts;               (b) All Chattel Paper;               (c)    All Lease Agreements;               (d) All Contracts;               (e) All Documents;               (f) All General Intangibles;               (g) All Instruments;               (h) All Inventory;               (i)   All Supporting Obligations;               (j) All Equipment;               (k)   All Letter-of-Credit Rights;               (l)   All Commercial Tort Claims;               (m)   All Investment Property;     737897515 20654080 





 






                 (n) All Deposit Accounts;                (o)   All property of the Issuer held by the Indenture Trustee including, without   limitation, all property of every description now or hereafter in the possession or custody of or in  transit to the Indenture Trustee for any purpose, including, without limitation, safekeeping,  collection or pledge, for the account of the Issuer, or as to which the Issuer may have any right or  power; and               (p)    To the extent not otherwise included, all income and Proceeds of each of  the foregoing and all accessions to, substitutions and replacements for, and rents, profits and  products of each of the foregoing.   All of the property described in this Granting Clause is herein (but in all instances excluding the  Excluded Property) collectively called the “Common Collateral” and as such is security for all  Outstanding Obligations, and the Common Collateral, together with any Series-Specific  Collateral, is herein collectively called the “Collateral”; provided that notwithstanding anything to  the contrary in this Indenture, Collateral shall not include monies paid to the Issuer under this  Indenture or under any Supplement; provided further, that notwithstanding the foregoing Grant or  any Grant in any Supplement, (i) no account, instrument, chattel paper or other obligation or  property of any kind due from, owed by, or belonging to, a Sanctioned Person, and (ii) no Lease  in which the lessee is a Sanctioned Person, shall, in either instance, constitute Collateral.          Each of the Issuer, the Indenture Trustee, and, in acquiring a Note or interest therein, each   Noteholder is deemed to have agreed, that the terms of the foregoing Grant are subject in all   respects to (i) the terms and conditions set forth in the Intercreditor Collateral Agreement and (ii)   the provisions of Section 402 and Article V hereof.          The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in  accordance with the provisions hereof, and agrees to perform the duties herein required as  hereinafter provided.  Notwithstanding the foregoing, the Indenture Trustee does not assume, and  shall have no liability to perform, any of the Issuer’s obligations under any agreement included in  the Collateral and shall have no liability arising from the failure of the Issuer or any other Person  to duly perform any such obligations.         The Issuer consents to Uniform Commercial Code financing statements being filed against  the Issuer describing the Collateral as “all assets” or “all personal property” (or any other words   of similar effect) of the Issuer.                                      ARTICLE I                                                                             DEFINITIONS          Section 101 Defined Terms.  Capitalized terms used in this Indenture shall have the   meanings set forth in Appendix A hereto and the definitions of such terms shall be equally   applicable to both the singular and plural forms of such terms.                                           2   737897515 20654080 





 






           Section 102 Other Definitional Provisions.  (a)  With respect to any Series, all terms   used herein and not otherwise defined herein shall have meanings ascribed to such terms in the   related Supplement.                (b)   As used in this Indenture and in any certificate or other document made or   delivered pursuant hereto, accounting terms not defined in this Indenture or in any such certificate   or other document, and accounting terms partly defined in this Indenture or in any such certificate   or other document to the extent not defined, shall have the respective meanings given to them  under GAAP consistently applied.  To the extent that the definitions of accounting terms in this  Indenture or in any such certificate or other document are inconsistent with the meanings of such  terms under GAAP or regulatory accounting principles, the definitions contained in this Indenture  or in any such certificate or other document shall control.               (c)   With respect to any Collection Period, the “related Record Date,” the  “related Determination Date,” and the “related Payment Date” shall mean the Record Date  occurring on the last Business Day of such Collection Period and the Determination Date and  Payment Date occurring in the month immediately following the end of such Collection Period.               (d)   With respect to any Series of Notes, the “related Supplement” shall mean  the Supplement pursuant to which such Series of Notes is issued.               (e)   With respect to any ratio analysis required to be performed as of the most  recently completed fiscal quarter of a Person, the most recently completed fiscal quarter shall mean  the most recently completed fiscal quarter for which financial statements were required hereunder  to have been delivered.               (f)   With respect to the calculations of the ratios set forth in this Indenture, the  components of such calculations are to be determined in accordance with GAAP, consistently  applied, with respect to the Issuer or the Manager, as the case may be.         Section 103 Computation of Time Periods.  Unless otherwise stated in this Indenture or   any Supplement, 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 means “to  but excluding.”         Section 104 Duties of Transition Agent.  All of the duties and responsibilities of the   Transition Agent set forth in this Indenture, any Supplement or any other Transaction Document  are subject in all respects to the terms and conditions of the Transition Agent Agreement.  Each of  the Issuer, the Indenture Trustee and, by acceptance of its Notes, each Noteholder hereby  acknowledges the terms of the Transition Agent Agreement and agrees to cooperate with the  Transition Agent in its execution of its duties and responsibilities.  The Transition Agent shall not  have any of the duties or liabilities of a Manager or Back-up Manager.         Section 105 General Interpretive Principles.  For purposes of this Indenture (including   Appendix A hereto) except as otherwise expressly provided or unless the context otherwise   requires:                                           3   737897515 20654080 





 






                 (a)   the defined terms in this Indenture shall include the plural as well as the   singular, and the use of any gender herein shall be deemed to include any other gender;               (b)   references herein to “Articles”, “Sections”, “Subsections”, “paragraphs”,  and other subdivisions without reference to a document are to designated Articles, Sections,  Subsections, paragraphs and other subdivisions of this Indenture;               (c)   a reference to a Subsection without further reference to a Section is a  reference to such Subsection as contained in the same Section in which the reference appears, and  this rule shall also apply to paragraphs and other subdivisions;               (d)   the words “herein”, “hereof’, “hereunder” and other words of similar import  refer to this Indenture as a whole and not to any particular provision;               (e)   the term “include” or “including” shall mean without limitation by reason   of enumeration; and                (f)   When referring to Section 302 or Section 806 of this Indenture, the term   “or” shall be additive and not exclusive.          Section 106 Statutory References.  References in this Indenture to any section of the   Uniform Commercial Code or the UCC shall mean, on or after the effective date of adoption of   any revision to the Uniform Commercial Code or the UCC in the applicable jurisdiction, such   revised or successor section thereto.                                     ARTICLE II                                                                             THE NOTES         Section 201 Authorization of Notes.  (a)  The number of Series or Classes of Notes   which may be created by this Indenture is not limited; provided, however, that, the issuance of any   Series of Notes shall not result in, or with the giving of notice or the passage of time or both would   not result in, the occurrence of an Early Amortization Event or an Event of Default.  The aggregate   principal amount of Notes of each Series which may be issued, authenticated and delivered under   this Indenture is not limited except as shall be set forth in any Supplement and as restricted by the   provisions of this Indenture.                (b)   The Notes issuable under this Indenture shall be issued in such Series, and   such Class or Classes within a Series, as may from time to time be created by Supplement pursuant   to this Indenture.  Each Series shall be created by a different Supplement and shall be designated   to differentiate the Notes of such Series from the Notes of any other Series.  Unless otherwise   specified in the related Supplement, the Issuer intends that the Notes of the Series shall constitute   a “security” within the meaning of Article 8 of the UCC.                (c)   Upon satisfaction of and compliance with the requirements and conditions   to Closing set forth in the related Supplement, Notes of the Series to be executed and delivered on   a particular Series Issuance Date pursuant to such related Supplement, may be executed by the   Issuer and delivered to the Indenture Trustee for authentication following the execution and                                          4   737897515 20654080 





 






     delivery of the related Supplement creating such Series or from time to time thereafter, and the   Indenture Trustee shall authenticate and deliver Notes upon a request set forth in an Officer’s   Certificate of the Issuer signed by one of its Authorized Signatories, without further action on the   part of the Issuer.          Section 202 Form of Notes; Global Notes.  (a)  Notes of any Series or Class (may be   issued, authenticated and delivered, at the option of the Issuer, as Regulation S Global Notes, Rule   144A Global Notes, or as Definitive Notes or as may otherwise be set forth in a Supplement and   shall be substantially in the form of the exhibits attached to the related Supplement.  Notes of each   Series shall be dated the date of their authentication and shall bear interest at such rate, be payable   as to principal, premium, if any, and interest on such date or dates, and shall contain such other   terms and provisions as shall be established in the related Supplement.  Except as otherwise   provided in any Supplement, the Notes shall be issued in minimum denominations of $100,000   and in integral multiples of $1,000 in excess thereof; provided that one Note of each Class may be   issued in a nonstandard denomination.                (b)   If the Issuer shall choose to issue Regulation S Global Notes or Rule 144A   Global Notes, such notes shall be issued in the form of one or more Regulation S Global Notes or   one or more Rule 144A Global Notes which (i) shall represent, and shall be denominated in an   aggregate amount equal to, the aggregate principal amount of all Notes to be issued under the   related Supplement, (ii) shall be delivered as one or more Notes held by the Book-Entry Custodian,   or, if appointed to hold such Notes as provided below, the Notes shall be registered in the name of   the Depositary or its nominee, (iii) shall be substantially in the form of the exhibits attached to the   related Supplement, with such changes therein as may be necessary to reflect that each such Note   is a Global Note, and (iv) shall each bear a legend substantially to the effect included in the form   of the exhibits attached to the related Supplement.                (c)   Notwithstanding any other provisions of this Section 202 or of Section 205,   unless and until a Global Note is exchanged in whole for Definitive Notes, a Global Note may be   transferred, in whole, but not in part, and in the manner provided in this Section 202, only by (i)  the Depositary to a nominee of such Depositary, or (ii) by a nominee of such Depositary to such  Depositary or another nominee of such Depositary or (iii) by such Depositary or any such nominee  to a successor Depositary selected or approved by the Issuer or to a nominee of such successor  Depositary or in the manner specified in Section 202(d).  The Depositary or the Issuer shall order   the Note Registrar to authenticate and deliver any Global Notes and any Global Note for each   Class of Notes having an aggregate initial outstanding principal balance equal to the initial   outstanding balance of such Class.  Noteholders shall hold their respective Ownership Interests in   and to such Notes through the book-entry facilities of the Depositary.  Without limiting the   foregoing, any Noteholders shall hold their respective Ownership Interests, if any, in Global Notes   only through Depositary Participants.                (d)   If (i) the Issuer elects to issue Definitive Notes, (ii) the Depositary for the   Notes represented by one or more Global Notes at any time notifies the Issuer that it is unwilling   or unable to continue as Depositary of the Notes or if at any time the Depositary shall no longer   be a clearing agency registered under the Exchange Act, and a successor Depositary is not   appointed or approved by the Issuer within 90 days after the Issuer receives such notice or becomes   aware of such condition, as the case may be, (iii) the Indenture Trustee, at the written direction of                                          5   737897515 20654080 





 






   the Control Party for a Series, elects to terminate the book-entry system through the Depositary  for such Series or (iv) after an Event of Default, the Control Party for a Series notifies the  Depositary or Book-Entry Custodian for such Series, as the case may be, in writing that the  continuation of a book-entry system through the Depositary or the Book-Entry Custodian, as the  case may be, is no longer in the best interest of the Noteholders of such Series, the Issuer will  promptly execute, and the Indenture Trustee, upon receipt of an Officer’s Certificate evidencing  such determination by the Issuer, will promptly authenticate and make available for delivery,  Definitive Notes, in authorized denominations and in an aggregate principal amount equal to the  principal amount of one or more Global Notes so exchanged in exchange for such one or more  Global Notes or as an original issuance of Notes and this Section 202(d) shall no longer be  applicable to the Notes of such Series.  Upon the exchange of the Global Notes for such Definitive  Notes without coupons, in authorized denominations, such Global Notes shall be canceled by the  Indenture Trustee.  All Definitive Notes shall be issued without coupons.  Such Definitive Notes  issued in exchange of the Global Notes pursuant to this Section 202(d) shall be registered in such  names and in such authorized denominations as the Depositary in the case of an exchange or the  Note Registrar in the case of an original issuance, pursuant to instructions from its direct or indirect  participants or otherwise, shall instruct the Indenture Trustee.  The Indenture Trustee may  conclusively and exclusively rely on any such instructions furnished by the Depositary or the Note  Registrar, as the case may be, and shall not be liable for any delay in delivery of such instructions.   The Indenture Trustee shall make such Notes available for delivery to the Persons in whose names  such Notes are so registered.               (e)   As long as the Notes Outstanding are represented by one or more Global  Notes:                     (1)   the Note Registrar and the Indenture Trustee may deal with the              Depositary for all purposes (including the payment of principal of and interest on              the Notes) as the authorized representative of the Note Owners;                     (2)   the rights of Note Owners shall be exercised only through the              Depositary and shall be limited to those established by law and agreements between              such Note Owners and the Depositary or the Depositary Participants.  Unless and              until Definitive Notes are issued, the Depositary will make book-entry transfers              among the Depositary Participants and receive and transmit payments of principal              of, and interest on, the Notes to such Depositary Participants; and                     (3)   whenever this Indenture requires or permits actions to be taken              based upon instructions or directions of Noteholders evidencing a specified              percentage of the voting rights of a particular Series, the Depositary shall be              deemed to represent such percentage only to the extent that it has received              instructions to such effect from Note Owners and/or Depositary Participants              owning or representing, respectively, such required percentage of the beneficial              interest in the Notes (or Class of Notes) and has delivered such instruction to the              Indenture Trustee.                                          6  737897515 20654080 





 






                 (f)   Whenever a notice or other communication to the Noteholders is required   under this Indenture, unless and until Definitive Notes have been issued to the Noteholders, the   Indenture Trustee shall give all such notices and communications to the Depositary.                (g)   The Indenture Trustee is hereby appointed as the Book-Entry Custodian and   hereby agrees to act as such in accordance with the agreement that it has with the Depositary   authorizing it to act as such.  If the Indenture Trustee resigns or is removed in accordance with the   terms hereof, the successor Indenture Trustee or, if it so elects, the Depositary shall immediately   succeed to its predecessor’s duties as Book-Entry Custodian.  The Issuer shall have the rights to  inspect, and to obtain copies of, any Notes held as Global Notes by the Book-Entry Custodian.               (h)   The provisions of Section 205(g) shall apply to all transfers of Definitive  Notes, if any, issued in respect of Ownership Interests in the Rule 144A Global Notes.         Section 203 Execution; Recourse Obligation.  The Notes shall be executed on behalf of   the Issuer by an Authorized Signatory of the Issuer.  The Notes shall be dated the date of their   authentication by the Indenture Trustee.          In case any Authorized Signatory of the Issuer whose signature shall appear on the Notes   shall cease to be an Authorized Signatory of the Issuer before the authentication by the Indenture   Trustee and delivery of such Notes, such signature or facsimile signature shall nevertheless be   valid and sufficient for all purposes.          All Notes and the interest and other amounts payable thereon shall be full recourse   obligations of the Issuer and shall be secured by all of the Issuer’s right, title and interest in the   applicable Collateral.  The Notes shall never constitute obligations of the Indenture Trustee, the   Manager, the Seller or of any shareholder or any Affiliate of the Seller (other than the Issuer) or   any member of the Issuer, or any officers, directors, employees or agents of any thereof, and no   recourse may be had under or upon any obligation, covenant or agreement of this Indenture, any   Supplement or of any Notes, or for any claim based thereon or otherwise in respect thereof, against   any incorporator or against any past, present, or future owner, partner of an owner or any officer,   employee or director thereof or of any successor entity, or any other Person, either directly or   through the Issuer, whether by virtue of any constitution, statute or rule of law, or by the   enforcement of any assessment or penalty or otherwise; it being expressly agreed that this   Indenture and the obligations issued hereunder are solely obligations of the Issuer, and that no such   personal liability whatever shall attach to, or is or shall be incurred by, any other Person under or   by reason of this Indenture, any Supplement or any Notes or implied therefrom, or for any claim   based thereon or in respect thereof, all such liability and any and all such claims being hereby   expressly waived and released as a condition of, and as a consideration for, the execution of this   Indenture and the issue of such Notes.  Except as provided in any Supplement, no Person other   than the Issuer shall be liable for any obligation of the Issuer under this Indenture or any Note or   any losses incurred by any Noteholder.          Section 204 Certificate of Authentication.  No Notes shall be secured hereby or entitled   to the benefit hereof or shall be or become valid or obligatory for any purpose unless there shall   be endorsed thereon a certificate of authentication by the Indenture Trustee, substantially in the   form set forth in the form of Note attached to the related Supplement.  Such certificate on any Note                                          7   737897515 20654080 





 






     shall be conclusive evidence and the only competent evidence that the Note has been duly   authenticated and delivered hereunder.  At the written direction of the Issuer, the Indenture Trustee   shall authenticate and deliver the Notes.  It shall not be necessary that the same signatory of the   Indenture Trustee execute the certificate of authentication on each of the Notes.          Section 205 Registration; Registration of Transfer and Exchange of Notes.                (a)   The Indenture Trustee shall keep at its Corporate Trust Office books for the   registration and transfer of the Notes (the “Note Register”).  The Issuer hereby appoints the  Indenture Trustee as its registrar (the “Note Registrar”) and transfer agent to keep such books and  make such registrations and transfers as are hereinafter set forth in this Section 205 and also  authorizes and directs the Indenture Trustee to provide a copy of such registration record to the  Manager upon its request.  The names and addresses of, and the principal amounts (and stated  interest) owing to, the Noteholders and all transfers of, and the names and addresses of the  transferee of, all Notes will be registered in such Note Register.  The Person in whose name any  Note is so registered shall be deemed and treated as the owner and Noteholder thereof for all  purposes of this Indenture, and none of the Indenture Trustee, the Note Registrar or the Issuer shall  be affected by any notice or knowledge to the contrary.               (b)   Payments of principal, premium, if any, and interest on any Note shall be  payable on each Payment Date only to the Person that was the Noteholder thereof on the Record  Date immediately preceding such Payment Date.  The principal of, premium, if any, and interest  on each Note shall be payable at the Corporate Trust Office of the Indenture Trustee in immediately  available funds in such coin or currency of the United States of America as at the time for payment  shall be legal tender for the payment of public and private debts.               (c)   Notwithstanding the foregoing or any provision in any Note to the contrary,  if so requested by the Noteholder by written notice (given at least ten (10) days prior to the  applicable Payment Date) to the Indenture Trustee, all amounts payable to such Noteholder may  be paid either (i) by crediting the amount to be distributed to such Noteholder to an account  maintained by such Noteholder with the Indenture Trustee or by transferring such amount by wire  to such other bank in the United States, including a Federal Reserve Bank, as shall have been  specified in such notice, for credit to the account of such Noteholder maintained at such bank, or  (ii) by mailing a check to such address as such Noteholder shall have specified in such notice, in  either case without any presentment or surrender of such Note to the Indenture Trustee at the  Corporate Trust Office of the Indenture Trustee (except in the case of final payment).               (d)   All payments on the Notes shall be paid to the Noteholders by wire transfer  of immediately available funds for receipt prior to 2:00 p.m. (New York City time) on the related  Payment Date.  Any such payments received by the Noteholders after 2:00 p.m. (New York City  time) on any day shall be considered to have been received on the next succeeding Business Day;  provided, however, that if the Issuer has deposited the required funds with the Indenture Trustee  by close of business one (1) Business Day prior to the Payment Date, then the Issuer shall be  deemed to have made such payment at the time so required on such date.  Notwithstanding the  foregoing or any provision in any Note to the contrary, if so requested by the registered Noteholder  by written notice to the Indenture Trustee, all amounts payable to such registered Noteholder may  be paid by mailing a check to such address as such Noteholder shall have specified in such notice,                                          8   737897515 20654080 





 






     in either case without any presentment or surrender of such Note to the Indenture Trustee at the   Corporate Trust Office of the Indenture Trustee (except in the case of final payment).                (e)   Upon surrender for registration of transfer of any Note at the Corporate   Trust Office, the Issuer shall execute and the Indenture Trustee, upon written request, shall   authenticate and deliver, in the name of the designated transferee or transferees, one or more new   Notes of the same Series and Class, of any authorized denominations and of like aggregate original  principal amount.               (f)   All Notes issued upon any registration of transfer or exchange of Notes shall   be the legal, valid and binding obligations of the Issuer, evidencing the same debt, and entitled to  the same benefits under this Indenture and the relevant Supplement, as the Notes surrendered upon   such registration of transfer or exchange.                (g)   Every Note presented or surrendered for registration of transfer or for   exchange shall be duly endorsed, or be accompanied by a written instrument of transfer, in form   satisfactory to the Issuer and the Indenture Trustee duly executed, by the Noteholder thereof or his   attorney duly authorized in writing.                (h)   Any service charge, fees or expenses made or expense incurred by the   Indenture Trustee for any such registration of transfer or exchange referred to in this Section 205   shall be paid by the applicable Noteholder.  The Indenture Trustee or the Issuer may require  payment by the applicable Noteholder of a sum sufficient to cover any tax, expense or other  governmental charge payable in connection therewith.               (i)   Unless otherwise specified in the related Supplement, no transfer of any  Note or interest therein shall be made unless that transfer is made pursuant to an effective  registration statement under the Securities Act, and effective registration or qualification under  applicable state securities laws, or is made in a transaction that does not require such registration  or qualification.  If a transfer of any Definitive Note is to be made without registration under the  Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by  the Depositary or one of its Affiliates), then the Note Registrar shall refuse to register such transfer  unless it receives (and upon receipt, may conclusively rely upon) either: (i) an Investment Letter  signed by such Noteholder and such Noteholder’s prospective transferee; or (ii) an Opinion of  Counsel satisfactory to the Indenture Trustee and the Issuer to the effect that such transfer may be  made without registration under the Securities Act (which Opinion of Counsel shall not be an  expense of the Issuer or any Affiliate thereof or of the Depositary, the Manager, the Indenture  Trustee or the Note Registrar in their respective capacities as such), together with the written  certification(s) as to the facts surrounding such transfer from the Noteholder desiring to effect such  transfer or such Noteholder’s prospective transferee on which such Opinion of Counsel is based.    If such a transfer of any interest in a Global Note is to be made without registration under the   Securities Act, the transferor will be deemed to have made each of the representations and   warranties set forth on Exhibit A hereto in respect of such interest as if it was evidenced by a   Definitive Note and the transferee will be deemed to have made each of the representations and   warranties set forth in either Exhibit A hereto in respect of such interest as if it was evidenced by   a Definitive Note.  None of the Depositary, the Issuer, the Indenture Trustee or the Note Registrar   is obligated to register or qualify any Class of Notes under the Securities Act or any other securities                                          9   737897515 20654080 





 






     law or to take any action not otherwise required under this Indenture to permit the transfer of any   Note or interest therein without such registration or qualification.  Any Noteholder or Note Owner   desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositary, the   Issuer, the Indenture Trustee and the Note Registrar against any liability that may result if any   transfer made in accordance with the preceding sentence did in fact require registration under the   Securities Act.                (j)   If Notes are issued or exchanged in definitive form under Section 202, such   Notes will not be registered by the Indenture Trustee unless each prospective initial Noteholder   acquiring a Note, each prospective transferee acquiring a Note and each prospective owner (or   transferee thereof) of a beneficial interest in Notes (each, a “Prospective Owner”) acquiring such   beneficial interest provides the Manager, the Issuer, the Indenture Trustee and any successor   Manager with a written representation to the effect set forth in either subsection (i) or (ii) of the   second sentence of Section 208.                (k)   No sale, assignment or other transfer of a Note shall be effective or deemed   effective if such sale, assignment or other transfer is to a Competitor (as determined by the Issuer).    Neither the Indenture Trustee nor the Issuer is under any obligation to register the Notes under the   Securities Act or any other securities law or to bear any expense with respect to such registration   by any other Person or monitor compliance of any transfer with the securities laws of the United   States regulations promulgated in connection thereto or ERISA.                (l)   Any Note for which an Opinion of Counsel has not been rendered to the   Issuer to the effect that such Note will constitute debt for United States federal income tax purposes   (a “Subject Note”) shall be subject to the limitations of this Section 205(l).  No Subject Notes    may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Note (or   any direct or indirect economic or beneficial interest therein) (a “Transferred Note”) whether to   another Noteholder or to a Person that is not a Noteholder (a “Transferee”), shall be effective,   and to the greatest extent permitted under Applicable Law any such transfer (or purported transfer)   shall be void ab initio, and no Person shall otherwise become a Holder of a Subject Note, except,   in each case, for Subject Notes transferred to Affiliates of the Issuer, unless: (i) the Transferee   provides the Note Registrar with its representations and warranties made for the benefit of the   Issuer to the effect that: (A) either (I) it is not and will not become for U.S. federal income tax   purposes a partnership, Subchapter S corporation or grantor trust (each such entity a “flow-  through entity”) or (II) if it is or becomes a flow-through entity, then (x) none of the direct or   indirect beneficial owners of any of the interests in the Transferee have or ever will have all or   substantially all the value of its interest in the Transferee attributable to the interest of the   Transferee in any Transferred Note, any other Notes, other interest (direct or indirect) in the Issuer,   or any interest created under this Indenture or (y) it is not and will not be a principal purpose of   the arrangement involving the investment of the Transferee in any Transferred Note to permit any   partnership to satisfy the 100 partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury   Regulations necessary for such partnership not to be classified as a publicly traded partnership   under the Code, (B) the Transferee will not sell, assign, transfer or otherwise convey any   participating interest in any Note or any financial instrument or contract the value of which is  determined by reference in whole or in part to any Note, and (C) it is not acquiring and will not  sell, transfer, assign, participate, pledge or otherwise dispose of any Transferred Note(s) (or  interest therein) or cause any Transferred Note(s) (or interest therein) to be marketed on or through                                          10   737897515 20654080 





 






     an “established securities market” within the meaning of Section 7704(b) of the Code, including,   without limitation, an interdealer quotation system that regularly disseminates firm buy or sell   quotations, and (ii) after such transfer there would be no more than 90 members of the limited   liability company that is the Issuer (including as members, solely for purposes of this Section   205(l), Holders of any Subject Notes and any other instruments subject to the transfer restrictions   of this Section 205(l)).  The Issuer shall not recognize any prohibited Transfer described in this   paragraph either (i) by redeeming the transferor’s interest, or (ii) by admitting the Transferee as   such a Holder or otherwise recognizing any right of the Transferee (including, without limitation,   any right of the Transferee to receive payments or other distributions from the Issuer, directly or   indirectly).          Section 206 Mutilated Destroyed, Lost and Stolen Notes.                (a)   If (i) any mutilated Note is surrendered to the Indenture Trustee, or the   Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note,   and (ii) there is delivered to the Indenture Trustee such security or indemnity as it and the Issuer   may require to hold the Issuer, the Manager and the Indenture Trustee harmless, then the Issuer   shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of   any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Series and Class   and maturity and of like terms as the mutilated, destroyed, lost or stolen Note; provided, however,   that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or  within seven days shall be, due and payable, the Issuer may pay such destroyed, lost or stolen Note  when so due or payable instead of issuing a replacement Note.               (b)   If, after the delivery of such replacement Note, or payment of a destroyed,  lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser (as  defined in the UCC) of the original Note in lieu of which such replacement Note was issued (or  such payment was made) presents for payment such original Note, the Issuer and the Indenture  Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent   of any and all loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in   connection therewith.                (c)   The Indenture Trustee and the Issuer may, for each new Note authenticated   and delivered under the provisions of this Section 206, require the advance payment by the  Noteholder of the expenses, including counsel fees, service charges and any tax or governmental  charge that may be incurred by the Indenture Trustee or the Issuer in connection therewith.  Any  Note issued under the provisions of this Section 206 in lieu of any Note alleged to be destroyed,  mutilated, lost or stolen, shall be equally and proportionately entitled to the benefits of this  Indenture with all other Notes of the same Series and Class.  The provisions of this Section 206   are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to   the replacement or payment of mutilated, destroyed, lost or stolen Notes.          Section 207 Delivery, Retention and Cancellation of Notes.  Each Noteholder is   required, and hereby agrees, to return to the Indenture Trustee, such return to be completed prior   to the receipt of such payment, any Note on which the final payment due thereon is to be made.   Any such Note as to which the Indenture Trustee has made or holds the final payment thereon shall  be deemed canceled, and shall no longer be Outstanding for any purpose of this Indenture, whether                                          11   737897515 20654080 





 






   or not such Note is ever returned to the Indenture Trustee.  Matured Notes delivered prior to final  payment to the Indenture Trustee and any Notes transferred or exchanged for other Notes shall be  canceled and disposed of by the Indenture Trustee in accordance with its policy of disposal and  the Indenture Trustee shall promptly deliver to the Issuer such canceled Notes.  If the Indenture  Trustee shall acquire, for its own account, any of the Notes, such acquisition shall not operate as a  redemption or satisfaction of the indebtedness represented by such Notes.  If the Issuer shall  acquire any of the Notes, such acquisition shall operate as a redemption or satisfaction of the  indebtedness represented by such Notes.  Notes which have been canceled by the Indenture Trustee  shall be deemed paid and discharged for all purposes under this Indenture.         Section 208 ERISA Deemed Representations.  Each prospective initial Noteholder and  each Prospective Owner of a Note will be deemed to have represented and warranted by such  purchase that either (i) it is not acquiring and will not hold the Notes with the plan assets of a  Benefit Plan or any other plan that is subject to Similar Law; or (ii) (a) the Notes are rated  investment grade or better by a nationally recognized statistical rating agency at the time of  purchase or transfer and have not been characterized as other than indebtedness for applicable local  law purposes and (b) the acquisition, holding and disposition of the Note will not give rise to a  non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a  violation of Similar Law.                                    ARTICLE III                                                        PAYMENT OF NOTES; STATEMENTS TO NOTEHOLDERS         Section 301 Principal and Interest.  Distributions of principal, premium, if any, and  interest on any Series or Class of Notes shall be made to Noteholders of each Series and Class as  set forth in the related Supplement.  Except as set forth in any Supplement, all interest payable on  the Notes shall be computed on the basis of a 360-day year for the actual number of days which  have elapsed in the relevant calculation period.               (a)   The Issuer shall have the right, but not the obligation, to make (or to direct  the Indenture Trustee to make) principal payments on any Series of Notes and payments of other  Outstanding Obligations from some or all of (i) amounts available for such purpose pursuant to  the terms of an applicable Supplement, (ii) proceeds of the issuance of any Series of Notes and  (iii) other funds held by the Issuer not constituting Series-Specific Collateral for another Series.   Without limiting the foregoing, at the direction and in the sole discretion of the Issuer, amounts  and proceeds contemplated by the preceding sentence may be included in distributions in respect  of principal payments on the Notes of one or more Series and payments of other Outstanding  Obligations.         Section 302 Investment of Monies Held in each Revenue Reserve Account, each  Restricted Cash Account, and each Other Series Account; Control over Eligible Investments.               (a)   The Indenture Trustee shall invest any cash deposited in each Revenue  Reserve Account, each Restricted Cash Account, and each other Series Account in such Eligible  Investments as the Issuer shall direct in writing.  Each Eligible Investment (including reinvestment  of the income and proceeds of Eligible Investments) shall be held to its maturity and shall mature                                         12  737897515 20654080 





 






     or shall be payable on demand not later than the Business Day immediately preceding the next   succeeding Payment Date.  If the Indenture Trustee has not received written instructions from the   Issuer by 2:30 p.m. (New York time) on the day such funds are received as to the investment of   funds then on deposit in any of the aforementioned accounts, the Issuer hereby instructs the   Indenture Trustee to invest such funds in overnight investments of the type described in clause (vi)   of the definition of Eligible Investments.  Absent the availability of such investment, the funds   shall remain uninvested pending receipt of such instructions or such availability.  Eligible   Investments shall be made in the name of the Securities Intermediary, and subject to the terms of   the Control Agreements.  Any earnings on Eligible Investments in each Revenue Reserve Account,   each Restricted Cash Account and each other Series Account for such Series shall be retained in  each such account and be distributed in accordance with the terms of this Indenture or any related  Supplement.  The Indenture Trustee shall not be liable or responsible for losses on any investments  made by it pursuant to this Section 302 including without limitation, any loss of principal or  interest or for any breakage fees or penalties in connection with the purchase of liquidation of any  investment made in accordance with the instructions of the Issuer.  The Issuer acknowledges that  upon its written request and at no additional cost, it has the right to receive notification after the  completion of each purchase and sale of Eligible Investments or the Indenture Trustee’s receipt of  a broker’s confirmation.  The Issuer agrees that such notifications shall not be provided by the  Indenture Trustee hereunder except in accordance with the immediately preceding sentence, and  the Indenture Trustee shall make available, upon request and in lieu of notifications, periodic  account statements that reflect such investment activity.  No statement need be made available for  any fund/account if no activity has occurred in such fund/account during such period.               (b)   Each of the Issuer, Indenture Trustee and the Securities Intermediary shall  enter into control agreements (each a “Control Agreement”, collectively, the “Control  Agreements”) substantially in the form of Exhibit B hereto on or prior to the Issuance Date of  each Series of Notes, for the Revenue Reserve Account, the Restricted Cash Account and each  other Series Account for such Series.  At all times on and after the Closing Date, each such account  shall be the subject of a Control Agreement.                (c)   For each Outstanding Series, each Restricted Cash Account, Revenue   Reserve Account and each other Series Account for such Series shall, to the extent provided in a   Supplement, be established with the Indenture Trustee in the name of the Issuer and, so long as   any applicable Outstanding Obligation remains unpaid, shall be maintained with the Indenture   Trustee so long as (A) the short-term unsecured debt obligations of the financial institution   fulfilling the role of the Indenture Trustee are rated not less than the Required Deposit Rating, or   (B) such accounts are maintained at the Corporate Trust Office of the Indenture Trustee.  If neither   of the conditions set forth in clause (A) or clause (B) of the immediately preceding sentence is   fulfilled, then all such accounts shall be promptly relocated to an Eligible Institution and all actions   shall be taken in order to perfect the lien of the Indenture Trustee in each such account.                (d)   If any other Person asserts any Lien, encumbrance or adverse claim   (including any writ, garnishment, judgment, warrant of attachment, execution or similar process)   against any Revenue Reserve Account, Restricted Cash Account, or any other Series Account or   in any Financial Asset credited thereto, the Securities Intermediary will promptly notify the   Indenture Trustee, the Manager and the Issuer thereof.                                          13   737897515 20654080 





 






                 (e)   The Indenture Trustee shall make withdrawals and payments from each    Revenue Reserve Account, each Restricted Cash Account and each other Series Account for the   applicable Series and apply such amounts in accordance with the provisions of the Manager Report  and, in the absence of any Manager Report, in accordance with written instructions from the   Control Party for such Series (with a copy to the Issuer).                (f)   The Issuer shall not direct the Indenture Trustee to make any investment of  any funds or to sell any investment held in any Revenue Reserve Account, any Restricted Cash  Account or any other Series Account unless the security interest of the Indenture Trustee in such  account and any funds or investments held therein shall continue to be perfected without any  further action by any Person.         Section 303 Reports to Noteholders.  The Indenture Trustee shall, promptly upon the   receipt thereof, make available to each Noteholder and the Transition Agent a copy of all reports,   financial statements and notices received by the Indenture Trustee pursuant to the Contribution   and Sale Agreement, the Indenture (including any Supplements issued pursuant thereto), the   Transition Agent Agreement or the Management Agreement, by posting copies thereof on its   password-protected website (www.wilmingtontrustconnect.com) or at such other address as shall   be specified by the Indenture Trustee from time to time in writing to each Noteholder and the   Transition Agent; provided, however, the Indenture Trustee shall have no obligation to provide   such information described in this Section 303 until it has received the requisite information from   the applicable party.  The Indenture Trustee will make no representation or warranties as to the   accuracy or completeness of such documents and will assume no responsibility therefor.  In   connection with providing access to the Indenture Trustee’s website, the Indenture Trustee may   require registration and the acceptance of a disclaimer.  The Indenture Trustee shall not be liable   for the dissemination of information in accordance with the terms of this Indenture.          Section 304 Records.  The Indenture Trustee shall cause to be kept and maintained   customary records pertaining to each Revenue Reserve Account, each Restricted Cash Account   and each other Series Account and all receipts and disbursements therefrom.  The Indenture   Trustee shall deliver or make available electronically monthly an accounting thereof in the form   of a trust statement to the Issuer, the Seller, the Transition Agent and the Manager.          Section 305 [Reserved]          Section 306 CUSIP Numbers.  The Issuer in issuing the Notes may use “CUSIP”   numbers (if then generally in use), and, if so, the Indenture Trustee shall use “CUSIP” numbers in   notices of redemption as a convenience to Noteholders; provided that any such notice may state   that no representation is made as to the correctness of such numbers either as printed on the Notes   or as contained in any notice of a redemption and that reliance may be placed only on the other   identification numbers printed on the Notes, and any such redemption shall not be affected by any   defect in or omission of such numbers.  The Issuer will promptly notify the Indenture Trustee of   any change in the “CUSIP” numbers.          Section 307 No Claim.  Indemnities payable to the Indenture Trustee, the Manager, the   Independent Director Provider, the Transition Agent and any other Person, shall be non-recourse  to the Issuer and shall not constitute a claim (as defined in Section 101(5) of the Bankruptcy Code)                                          14   737897515 20654080 





 






     against the Issuer or the Collateral in the event such amounts are not paid in accordance with the   terms of this Indenture or in accordance with any Supplement.          Section 308 Compliance with Withholding Requirements.  Notwithstanding any other   provision of this Indenture, the Issuer and Indenture Trustee shall comply with all United States   federal income tax withholding requirements (without any corresponding gross-up) with respect   to payments to Noteholders of interest, original issue discount, or other amounts that the Issuer or   the Indenture Trustee reasonably believes are subject to withholding under the Code or other   Applicable Law.  The consent of Noteholders shall not be required for any such withholding.          Section 309 Tax Treatment of Notes. (a) The Issuer has entered into this Indenture, and   the Notes will be issued, with the intention that, for United States federal, state and local income,   single business and franchise tax purposes, the Notes will qualify as indebtedness.  The Issuer and  the Indenture Trustee, by entering into this Indenture, and each Noteholder and beneficial owner   of a Note, by its acceptance of its Note or of a beneficial interest therein, will be deemed to, agree  to treat the Notes as indebtedness for United States federal, state and local income, single business  and franchise tax purposes.               (b)   With respect to any outstanding Notes retained by the Issuer or conveyed to  an Affiliate of the Issuer and sold to an unrelated purchaser at a later time (a “Later-Sold Note”),   such sale will not be effective unless (A) the Issuer receives a Tax Opinion with respect to such   sale and (B) either (i) such Later-Sold Note has a CUSIP number that is different than that of any   other Notes outstanding immediately prior to such sale, or (ii) the Issuer receives an Opinion of  Counsel that, for U.S. federal income tax purposes, either (x) such Later-Sold Note has the same  issue price and issue date as do any outstanding Notes that have the same CUSIP number as the  Later-Sold Note or (y) neither the Later-Sold Note nor any Outstanding Note that have the same  CUSIP number as the Later-Sold Note were issued with original issue discount. In addition, with  respect to the sale of a Later-Sold Note, such sale will not be effective unless the Issuer receives  an Opinion of Counsel that such Note will be characterized as indebtedness for U.S. federal income   tax purposes.                                     ARTICLE IV                                                                             COLLATERAL         Section 401 Collateral.  (a)  The Notes and all other Outstanding Obligations shall be   obligations of the Issuer as provided in Section 203 hereof.  The Indenture Trustee, on behalf of   the Noteholders, shall also have the benefit of, and the Outstanding Obligations with respect to   each Series shall be secured by and be payable from, the Issuer’s right, title and interest in the   related Series-Specific Collateral and any Shared Collateral allocable to such Series, and each   Noteholder of each Series, by its acceptance of a Note of such Series, shall be deemed to disclaim   any right, title or interest in any Series-Specific Collateral not securing payment of such Note under   the terms of the related Supplement and any Shared Collateral not allocable to such Series.  The   income, payments and proceeds of such Collateral shall be allocated to each such Person strictly   in accordance with the applicable payment priorities set forth in this Indenture or the applicable   Supplement.                                           15   737897515 20654080 





 






                 (b)   Notwithstanding anything contained in this Indenture to the contrary, the   Issuer expressly agrees that it shall remain liable under each of its Contracts and Leases to observe  and perform all the conditions and obligations to be observed and performed by it thereunder and  that it shall perform all of its duties and obligations thereunder, all in accordance with and pursuant  to the terms and provisions of each such Contract or Lease, as the case may be.               (c)   The Indenture Trustee hereby acknowledges the appointment by the Issuer  of the Manager to service and administer the Managed Containers and related Leases in accordance  with the provisions of the Management Agreement and the Intercreditor Collateral Agreement.  So  long as the Management Agreement shall not have been terminated in accordance with its terms,   the Indenture Trustee hereby agrees to provide the Manager with such documentation, and to take   all such actions with respect to the Managed Containers and related Leases as the Manager may   reasonably request in accordance with the express provisions of the Management Agreement and  the Intercreditor Collateral Agreement; provided, however, that the Indenture Trustee shall be   entitled to receive from the Manager reasonable compensation and cost reimbursement for any   such action.  Until such time as the Management Agreement has been terminated in accordance   with its terms, the Manager, on behalf of the Issuer, shall continue to collect all Accounts and  payments on the Leases of the Managed Containers in accordance with the provisions of the   Management Agreement and the Intercreditor Collateral Agreement and deposit such amounts into   each applicable Series Account in accordance with the provisions of the Management Agreement   and the Intercreditor Collateral Agreement.  Any Proceeds received directly by the Issuer in   payment of any Account or Leases with respect to, or in payment for or in respect of, any of the   Managed Containers or on account of any of the Contracts to which the Issuer is a party shall be  deposited by the Issuer in the applicable Series Account in accordance with the provisions of the   Management Agreement and the Intercreditor Collateral Agreement, and until so deposited shall   continue to be collateral security for all of the obligations secured by this Indenture and shall not   constitute payment thereof until applied as hereinafter provided.  If (i) a Series-Specific Event of   Default has occurred or (ii) any Sale of Collateral pursuant to Section 816 hereof shall have  occurred, the Issuer shall at the request of the Indenture Trustee, acting with the consent of or at   the direction of the Control Party for the applicable Series, to the extent practicable, deliver to the   Indenture Trustee (or such other Person as the Indenture Trustee may direct) originals (or, to the   extent originals cannot be delivered, copies) of all Leases and other documents evidencing, and   relating to, the sale, lease and delivery of the Managed Containers in the applicable Series-Specific   Container Pool and the Issuer shall, to the extent practicable, deliver originals (or, to the extent   originals cannot be delivered, copies) of all other documents evidencing and relating to, the   performance of any labor, maintenance, remarketing or other service which created any Accounts,   including, without limitation, all original orders, invoices and shipping receipts.                (d)   The Indenture Trustee is hereby authorized to enter into the Supplemental   Collateral Agreement and to become a party to any control agreement with respect to any   Collection Account.          Section 402 Pro Rata Interest.                (a)   Except as expressly provided for herein or in any Supplement, the Notes of   all Outstanding Series shall be equally and ratably entitled to the benefits of this Indenture without  preference, priority or distinction, all in accordance with the terms and provisions of this Indenture                                          16   737897515 20654080 





 






     and the related Supplement.  All Notes of a particular Class issued hereunder are and are to be, to   the extent (including any exceptions) provided in this Indenture and the related Supplement,   equally and ratably secured by this Indenture without preference, priority or distinction on account   of the actual time or times of the authentication or delivery of the Notes so that all Notes of a   particular Series and Class at any time Outstanding (including Notes owned by the Seller and its   Affiliates, other than the Issuer) shall have the same right, Lien and preference under this Indenture   and shall all be equally and ratably secured hereby with like effect as if they had all been executed,   authenticated and delivered simultaneously on the date hereof.                (b)   If the conditions specified in Section 701 of this Indenture are met with  respect to a Series of Notes, the security interest, and all other estate and rights granted by this  Indenture with respect to such Series of Notes shall cease and become null and void, and all of the  property, rights, and interest granted as security for the Notes of such Series shall revert to and  revest in the Issuer without any other act or formality whatsoever.         Section 403 Indenture Trustee’s Appointment as Attorney-in-Fact.                (a)   The Issuer hereby irrevocably constitutes and appoints the Indenture   Trustee, and any officer or agent thereof, with full power of substitution, as its true and lawful   attorney-in-fact with full irrevocable power and authority in the place and stead of the Issuer and   in the name of the Issuer or in its own name, from time to time, for the purpose of carrying out the   terms of this Indenture, to take any and all appropriate action and to execute and deliver any and   all documents and instruments which may be necessary or desirable to accomplish the purposes of   this Indenture; provided, however, that the Indenture Trustee has no obligation or duty to take such  action or to determine whether to perfect, file, record or maintain any perfected, filed or recorded  document or instrument (all of which the Issuer shall prepare, deliver and instruct the Indenture  Trustee to execute, if applicable) in connection with the grant or security interest in the Collateral.               (b)   The Indenture Trustee shall not exercise the power of attorney or any rights  granted to the Indenture Trustee pursuant to this Section 403 unless a Series-Specific Event of  Default shall have occurred and then be continuing.  The Issuer hereby ratifies, to the extent  permitted by law, all actions that said attorney shall lawfully do, or cause to be done, by virtue  hereof.  The power of attorney granted pursuant to this Section 403 is a power coupled with an  interest and shall be irrevocable until all Series of Notes are paid and performed in full.               (c)   The powers conferred on the Indenture Trustee hereunder are solely to  protect the Indenture Trustee’s interests in the Collateral and shall not impose any duty upon it to  exercise any such powers except as set forth herein.  The Indenture Trustee shall be accountable  only for amounts that it actually receives as a result of the exercise of such powers and neither it  nor any of its officers, directors, employees, agents or representatives shall be responsible to the  Issuer for any act or failure to act, except for its own willful misconduct or gross negligence or,  with respect to any matter relating to the receipt, custody or distribution of funds or securities  actually received by the Indenture Trustee in accordance with the Transaction Documents  (collectively, “Fund Control Matters”), negligence .                (d)   Subject to the restrictions set forth in Section 3.4(c) of the Intercreditor  Collateral Agreement, the Issuer also authorizes (but does not obligate) the Indenture Trustee to                                          17   737897515 20654080 





 






     (i) so long as a Manager Termination Notice has been delivered in accordance with the terms of   the Management Agreement, communicate in its own name, or to direct any other Person,   including the Manager or a replacement Manager, to communicate with any party to any Contract   or Lease relating to a Managed Container and (ii) so long as a Series-Specific Event of Default is  continuing and a Manager Termination Notice has been delivered in accordance with the terms of  the Management Agreement, execute in connection with the sale of Collateral provided for in  Article VIII hereof, any endorsements, assignments or other instruments of conveyance or transfer  with respect to the Collateral.  Notwithstanding anything to the contrary in this Indenture, the   parties hereto agree that: (i) for the purposes of Section 3.3(a) of the Intercreditor Collateral   Agreement, an “Event of Default” under this Indenture shall mean a Series Specific Manager   Default; and (ii) Section 3.3(b) of the Intercreditor Collateral Agreement shall not apply to the   Manager with respect to this Indenture or the Management Agreement.                (e)   If the Issuer fails to perform or comply with any of its agreements contained   herein and a Responsible Officer of the Indenture Trustee shall receive notice of such failure, the   Indenture Trustee, with the consent of an applicable Control Party or the Requisite Global   Majority, as applicable, shall cause performance or compliance, or acting at the direction of an  applicable Control Party or the Requisite Global Majority shall perform or comply, with such   agreement; provided, however, that the Indenture Trustee shall have no obligation to so perform  or comply if it has reasonable grounds to believe that payment of its expenses and interest thereon  (as set forth in the following sentence) is not reasonably assured.  The reasonable and documented  expenses, including reasonable and documented attorneys’ fees and expenses, of the Indenture  Trustee incurred in connection with such performance or compliance, shall be payable by the   Issuer to the Indenture Trustee on demand and shall constitute additional Outstanding Obligations   secured hereby and shall be paid in accordance with the provisions of the Supplements or Section   806 hereof.          Section 404 Administration of Collateral.  (a)  The Indenture Trustee shall as promptly   as practicable notify the Noteholders of the applicable Series and the Transition Agent of any   Manager Default of which a Responsible Officer has actual knowledge.  The Indenture Trustee, at   the written direction of the Control Party for such Series , shall deliver to the Manager (with a copy   to the Transition Agent and each Rating Agency) a Manager Termination Notice terminating the   Manager of its responsibilities with respect to such Series in accordance with the terms of the   Management Agreement, subject to the provisions in Section 3.4(c) of the Intercreditor Collateral   Agreement.  In addition, upon the occurrence of a Back-up Manager Event, the Transition Agent   (acting at the written direction of the Requisite Global Majority) shall solicit bids for a Back-up   Manager pursuant to Section 3.11 of the Management Agreement.  If a Back-up Manager shall not   have assumed the duties of the Manager as a replacement Manager pursuant to a Back-up   Management Agreement, or the Control Party for the applicable Series is unable to locate and   qualify a replacement Manager acceptable to such Control Party, in either case within sixty (60)   days after the date of delivery of the Manager Termination Notice, then the Indenture Trustee may   (and shall, upon the direction of such Control Party) appoint, or petition a court of competent   jurisdiction to appoint, a company acceptable to such Control Party, having a net worth of not less   than $5,000,000 and whose regular business includes equipment leasing or servicing, as the   successor to the Manager of all or any part of the responsibilities, duties or liabilities of the   Manager with respect to such Series under the Management Agreement and the other Transaction   Documents to which it is a party.  In no event shall either the Indenture Trustee or the Transition                                          18   737897515 20654080 





 






     Agent be required to act as Manager or Back-up Manager hereunder.  The Manager shall continue   to fulfill its duties and responsibilities as Manager until such time as its replacement is appointed   and has assumed such responsibilities.  The replaced Manager shall not be entitled to receive any  compensation for any period after the effective date of such replacement, but shall be entitled to  receive compensation for services rendered through the effective date of such replacement except  to the extent that it is unable to fulfill such duties pending the appointment of a replacement  Manager.  In connection with the appointment of a replacement Manager for any Series, the  Indenture Trustee or Transition Agent may, with the written consent of the applicable Control  Party, make such arrangements for the compensation of such replacement Manager out of available  funds for such Series as the Indenture Trustee, such Control Party and such replacement Manager  shall agree; provided, however, that no such revised compensation shall be in excess of the  Management Fees permitted the Manager under the Management Agreement and the related  Supplement and the arrangement for reimbursement of expenses shall be no more favorable than  that set forth in the Management Agreement unless  such Control Party shall approve such higher  amounts; provided, further, that in no event shall any of the Indenture Trustee or the Transition  Agent be liable to any replacement Manager for the Management Fees or any additional amounts  (including expenses and indemnifications) payable to such replacement Manager, either pursuant  to the Management Agreement or otherwise.  The Indenture Trustee and such successor shall take  such action, consistent with the Management Agreement, as shall be necessary to effectuate any   such succession including exercising the power of attorney granted by the Manager pursuant to   Section 10.4 of the Management Agreement.                (b)   If a Manager Termination Notice has been delivered with respect to a Series   in accordance with the terms of the Management Agreement, the Indenture Trustee may and shall,   if directed in writing by the Control Party for such Series, after first notifying the Issuer of its   intention to do so, notify Account Debtors of the Issuer (and the Issuer hereby agrees to provide   the Indenture Trustee all commercially reasonable information to identify and locate such Account   Debtors), parties to the Contracts of the Issuer, obligors in respect of Instruments of the Issuer and   obligors in respect of Chattel Paper of the Issuer that the Accounts and the right, title and interest   of the Issuer in and under such Contracts, Instruments, and Chattel Paper (to the extent related to   the Managed Containers) have been pledged to Indenture Trustee and that payments shall be made   directly to the Indenture Trustee or the applicable Series Account for such Series; provided that a   replacement Manager appointed pursuant to this Section 404 shall unless otherwise directed by the   Control Party for such Series exercise all of the foregoing rights, and that pending appointment of   such replacement Manager, the then current Manager shall, unless otherwise directed by the   Control Party for such Series, be permitted to exercise such rights until the replacement Manager   assumes the responsibility of the Manager.  Upon the request of the Control Party for such Series,   the Issuer shall, or shall direct Manager to, so notify such Account Debtors, parties to such   Contracts, obligors in respect of such Instruments and obligors in respect of such Chattel Paper.    If a Manager Termination Notice has been delivered in accordance with the terms of the   Management Agreement, the Indenture Trustee shall at the written direction of the Control Party   for the such Series communicate with such Account Debtors, parties to such Contracts, obligors   in respect of such Instruments and obligors in respect of such Chattel Paper to verify with such   parties, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel   Paper.                                           19   737897515 20654080 





 






                 (c)   Upon a Responsible Officer of the Indenture Trustee obtaining actual   knowledge or the actual receipt of written notice that any repurchase obligations of the Seller under   Section 3.02 of the Contribution and Sale Agreement have arisen with respect to any Series-  Specific Collateral , the Indenture Trustee shall enforce such repurchase obligations at the written   direction of the Control Party for the applicable Series.                (d)   Neither the Indenture Trustee nor the Transition Agent shall have any   obligation to take any of the actions specified in Section 404(a), Section 404(b) or Section 404(c)   unless the Indenture Trustee and/or the Transition Agent (as applicable) shall have security or   indemnity reasonably satisfactory to it against the costs and expenses which may be incurred by   the Indenture Trustee and/or the Transition Agent (as applicable) in taking such actions.          Section 405 Quiet Enjoyment.  The security interest hereby granted to the Indenture   Trustee by the Issuer is subject to the right of any lessee to the quiet enjoyment of the related   Managed Container so long as such lessee is not in default under the Lease therefor.                                     ARTICLE V                                              RIGHTS OF NOTEHOLDERS; ALLOCATION AND APPLICATION OF COLLECTIONS;                            REQUISITE GLOBAL MAJORITY          Section 501 Rights of Noteholders.  The Noteholders of each Series shall have the right   to receive, to the extent necessary to make the required payments with respect to the Notes of such   Series at the times and in the amounts specified in the related Supplement, (i) the Collections on   the Series-Specific Collateral and the other amounts allocable to Noteholders of such Series  pursuant to this Indenture and the related Supplement and (ii) funds on deposit in each Revenue  Reserve Account, each Restricted Cash Account and each other Series Account for such Series.   Each Noteholder, by acceptance of its Notes, (a) acknowledges and agrees that (except as expressly  provided herein and in a Supplement entered into in accordance with Section 1006(b) hereof) the  Noteholders of a Series or Class shall not have any interest in any Revenue Reserve Account,  Restricted Cash Account, or any other Series Account for such Series (or monies or Eligible  Investments on deposit therein) or any other Series-Specific Collateral for the benefit of any other  Series or Class and (b) ratifies and confirms the terms of this Indenture and the Transaction  Documents executed in connection with such Series.         Section 502 Determination of Requisite Global Majority.  A Requisite Global Majority   shall exist with respect to any action proposed to be taken pursuant to the terms of this Indenture   or any Supplement or any other Transaction Document if the Control Party or Control Parties  representing more than fifty percent (50%) of the sum of the Existing Commitments of all Series  of Outstanding Notes shall approve or direct such proposed action (in making such a   determination, each Control Party shall be deemed to have voted the entire Existing Commitment   of the related Series in favor of, or in opposition to, such proposed action, as the case may be).    The Indenture Trustee shall be responsible for identifying the Requisite Global Majority in   accordance with the terms of this Section 502 based on information provided by the Note Registrar.                                             20   737897515 20654080 





 






                                      ARTICLE VI                                                                             COVENANTS         For so long as any Outstanding Obligations have not been paid or performed, the Issuer  shall observe each of the following covenants:         Section 601 Payment of Principal and Interest; Payment of Taxes.  (a)  The Issuer will   duly and punctually pay the principal of, and interest, on the Notes in accordance with the terms   of the Notes, this Indenture and the related Supplement.                (b)   The Issuer will take all actions as are necessary to insure that all taxes,   assessments and governmental levies that are payable by the Issuer are paid when due except (i)   such as are contested in good faith and by appropriate proceedings and (ii) if the failure to make  such payment is not adverse in any material respect to the Noteholders and does not give rise to  any Liens other than Permitted Encumbrances.         Section 602 UCC Location.  The Issuer shall not change its name, organizational   structure or “location” (within the meaning of Section 9-307 of the UCC of all applicable  jurisdictions) unless (i) the Issuer shall provide each of the Indenture Trustee, each Rating Agency  and the Transition Agent not less than thirty (30) days’ prior written notice of its intention so to  do, (ii) not less than fifteen (15) days prior to the effective date of such change, the Issuer shall  have taken, at its own cost, all action necessary so that such change does not impair the security  interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of  the Containers to the Issuer, and shall have delivered to the Indenture Trustee and the Transition  Agent copies of all filings required in connection therewith and (iii) the Issuer has delivered to the  Indenture Trustee one or more Opinions of Counsel, stating that, after giving effect to such change:  either (1) in the opinion of such counsel, financing statements or other documents of similar import  and amendments thereto have been executed (if applicable) and filed that are necessary to perfect  the interest of the Issuer and the Indenture Trustee in the Transferred Assets or (2) stating that, in  the opinion of such counsel, no such action shall be necessary to perfect such interest.          Section 603 Corporate Existence.  The Issuer will keep in full effect its existence and   will obtain and preserve its qualification in each jurisdiction in which such qualification is   necessary to protect the validity and enforceability of this Indenture, any Supplements and the   Notes except where the failure to obtain or preserve such qualification is not reasonably expected  to result in a Material Adverse Change.         Section 604 Protection of Collateral.  The Issuer will from time to time execute (if   applicable) and deliver all financing statements, all amendments thereto and continuation  statements, instruments of further assurance and other instruments, and will, upon the reasonable   request of the Manager, take such other action necessary or advisable to:                (a)   maintain or preserve the Lien of this Indenture (and the priority thereof)  including executing and filing such documents as may be required under any international  convention for the perfection of interests in Managed Containers that may be adopted subsequent  to the date of this Indenture;                                          21   737897515 20654080 





 






                 (b)   perfect, publish notice of, and protect the validity of the security interest in   the Collateral created pursuant to this Indenture;                (c)   enforce any of the items of the Collateral; and                (d)   preserve and defend its right, title and interest to the Collateral and the rights   of the Indenture Trustee in such Collateral against the claims of all Persons (other than the   Noteholders or any Person claiming through the Noteholders).          Section 605 Corporate Separateness of the Issuer.                (a)   The Issuer shall (1) conduct its business in its own name, (2) maintain its   books and records separate from those of any other Person, (3) not commingle its funds with any   other Person (except for any commingling of Collections which may occur prior to the   identification and segregation of such amounts in accordance with the terms of the Management   Agreement) and maintain its bank accounts separate from those of any other Person (except as   permitted by the Management Agreement and which may occur in accordance with the terms of   the Intercreditor Collateral Agreement), (4) maintain separate financial statements, showing its   assets and liabilities separate and apart from those of any other Person, (5) hold itself out as a   separate entity and (6) observe organizational formalities.                (b)   Notwithstanding any provision of law which otherwise empowers the   Issuer, the Issuer shall not (1) hold itself out as being liable for the debts of any other Person, (2)   act other than in its limited liability company name and through its duly authorized officers,   managers or agents, (3) enter into any transaction described in Section 607 (except pursuant to this   Indenture) other than trade payables and expense accruals incurred in the ordinary course of its  business, or (4) engage in any other activity not contemplated by this Indenture or other  Transaction Documents.         Section 606 No Bankruptcy Petition.  The Issuer shall not (1) commence any Insolvency   Proceeding seeking to have an order for relief entered with respect to it, or seeking reorganization,  arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with  respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or other similar   official for it or any part of its assets, (3) make a general assignment for the benefit of creditors, or   (4) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing.          Section 607 Other Debt.  The Issuer shall not contract for, create or incur any   indebtedness for borrowed money other than (i) the Notes issued pursuant to this Indenture or any   Supplement, (ii) any Management Fee, Manager Advances and all other amounts payable pursuant   to the provisions of the Management Agreement, (iii) any obligation (including a deferred  purchase price note and any normal warranty) arising in connection with a purchase or sale of  Containers permitted by the Transaction Documents (as in effect as of the date hereof and as  amended, restated or otherwise modified after the date hereof in accordance with the terms  thereof), (iv) any indebtedness for borrowed money that is permitted or required pursuant to the  terms of any Transaction Document, and (v) trade payables and expense accruals incurred in the  ordinary course and which are incidental to the purposes permitted pursuant to the Issuer’s  organizational documents.                                          22   737897515 20654080 





 






           Section 608 Consolidation, Merger and Sale of Assets.                  (a)   The Issuer shall not consolidate with or merge with, or into, any other   Person other than an Affiliate of the Issuer or sell, convey or transfer all or substantially all of its   assets, whether in a single transaction or a series of transactions, to any Person other than an   Affiliate of the Issuer except for (i) any such sale, conveyance or transfer contemplated in this   Indenture or any Supplement, the Management Agreement or the Contribution and Sale   Agreement and (ii) the leasing or sale of the Managed Containers in accordance with the terms of   the Management Agreement.                (b)   The obligations of the Issuer hereunder shall not be assignable nor shall any   Person other than an Affiliate of the Issuer succeed to the obligations of the Issuer hereunder except   in each case in accordance with the provisions of this Indenture.          Section 609 Amendment of Transaction Documents.  The Issuer will not amend any   provision of any Transaction Document, except in accordance with the express terms of such   Transaction Document.          Section 610 Investment Company Act.  The Issuer will conduct its operations in a   manner which will not subject it to registration as an “investment company” under the Investment   Company Act of 1940, as amended.          Section 611 Notices.  The Issuer shall notify the Indenture Trustee in writing of any of   the following promptly, but in any event within seven (7) Business Days upon an Authorized   Officer learning of the occurrence thereof, describing the same:                (a)   Default.  The occurrence of an Event of Default; or                 (b)   Other Events.  The occurrence of any event that would, with the giving of   notice or the passage of time or both, constitute an Event of Default.          Section 612 Subsidiaries.  The Issuer shall not create any Subsidiaries.          Section 613 Use of Proceeds. The Issuer shall not permit any proceeds of the Notes to   be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate,   of “purchasing or carrying any margin stock” within the meaning of Regulation U of the Board of   Governors of the Federal Reserve System, as amended from time to time.          Section 614 UNIDROIT Convention.  The Issuer shall comply with the terms and   provisions of the UNIDROIT Convention or any other internationally recognized system for   recording interests in or liens against shipping containers at the time that such convention or other  system is adopted.         Section 615 Other Information.  For so long as any of the Notes are “restricted   securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Issuer is not   subject to Section 13 or 15(d) of the Exchange Act, the Issuer will, provide or cause to be provided   to any Noteholder and any prospective purchaser thereof designated by such a Noteholder, upon                                          23   737897515 20654080 





 






     the request of such Noteholder or prospective purchaser, the information required to be provided  to such Noteholder or prospective purchaser by Rule 144A(d)(4) under the Securities Act.          Section 616 Amendment of Intercreditor Collateral Agreement.  The Issuer shall not   consent to any amendment, modification or revision to the Intercreditor Collateral Agreement   except for any amendment or supplement thereto or amendment and restatement thereof needed to   (i) designate an additional “Managed Equipment Owner” or “Managed Equipment Lender”, as   each such term is defined in the Intercreditor Collateral Agreement, or (ii) modify or eliminate the   pooling methodology contained in the Intercreditor Collateral Agreement unless (x) the Issuer   delivers an opinion of counsel or an Officer’s Certificate to the Indenture Trustee to the effect that   such amendment, modification or waiver will not materially and adversely affect the interest of   any Noteholder or (y) the Rating Agency Condition shall have been satisfied with respect to such   amendment.          Section 617 Sanctions.  The Issuer shall not (i) in a manner which would violate any   Sanction, lease, or consent to any sublease of, any of the Managed Containers to any Person that   is a Sanctioned Person or (ii) derive any of its assets or operating income from investments in or   transactions with any such Sanctioned Person.  If the Issuer obtains knowledge that a Container is   subleased to a Sanctioned Person or located or used in a Sanctioned Country in a manner which   would violate any Sanction, then the Issuer shall, as soon as reasonably practicable after obtaining   knowledge thereof, remove such Managed Container from the Asset Base for so long as such   condition continues.          Section 618 Tax Election of the Issuer.  The Issuer will not elect or agree to elect to be   treated as an association taxable as a corporation for United States federal income tax or any State   income or franchise tax purposes.          Section 619 Noteholder Tax Identification Information.  Each holder of a Note or an   interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have  agreed to provide the Issuer and the Indenture Trustee with such Noteholder Tax Identification  Information as requested from time to time by the Issuer or the Indenture Trustee.  Each holder of  a Note or an interest therein will be deemed to understand that each of the Issuer and the Indenture  Trustee has the right to (i) withhold tax (including without limitation FATCA Withholding Tax)  on interest and other applicable amounts under the Code (without any corresponding gross-up)  payable with respect to each holder of a Note, or to any beneficial owner of an interest in a Note,   that fails to comply with the foregoing requirements or as otherwise required under the Code or   other Applicable Law (including, for the avoidance of doubt, FATCA) and (ii) provide such  information and documentation and any other information concerning its interest in the applicable   Note to the IRS and any other relevant U.S. or foreign tax authority.  The parties agree that the   Indenture Trustee shall be released of any liability relating to its actions and compliance under this  Section 619 and FATCA, except in the case of its willful misconduct or gross negligence or, with  respect to Fund Control Matters, negligence.  Notwithstanding any other provisions herein, the  term ‘applicable law’ for purposes of this Section 619 includes U.S. federal tax law and FATCA.   Upon request from the Indenture Trustee or Paying Agent, the Issuer will provide such additional  information that it may have to assist the Indenture Trustee in making any withholdings or  informational reports                                          24   737897515 20654080 





 






           Section 620 Investments. The Issuer shall not make or permit to exist any Investment in   any Person except for Investments in Eligible Investments made in accordance with the terms of   this Indenture.                                     ARTICLE VII                                                               DISCHARGE OF INDENTURE; PREPAYMENTS          Section 701 Full Discharge.  Upon payment in full of all Outstanding Obligations, the   Indenture Trustee shall execute and deliver to the Issuer such deeds or other instruments prepared  by the Issuer as shall be requisite to evidence the satisfaction and discharge of this Indenture and  the security hereby created with respect to each Series, and to release the Issuer from its covenants   contained in this Indenture and the related Supplement with respect to each such Series.  In   connection with the satisfaction and discharge of this Indenture, the Indenture Trustee shall be   provided with, and shall be entitled to conclusively and exclusively rely upon, an Opinion of   Counsel stating that such satisfaction and discharge is authorized or permitted and that all   conditions precedent specified herein to such satisfaction and discharge have been satisfied.          Section 702 Prepayment of Notes.  The Issuer may, from time to time, make an optional   Prepayment of principal of the Notes of a Series at the times, in the amounts and subject to the   conditions and limitations set forth in the Supplement for the Series of Notes to be prepaid for such   Series of Notes.          Section 703 Unclaimed Funds.  In the event that any amount due to any Noteholder   remains unclaimed, the Issuer shall, at its expense, cause to be published once, in the eastern  edition of The Wall Street Journal, notice that such money remains unclaimed.  Any such   unclaimed amounts shall not be invested by the Indenture Trustee (notwithstanding the provisions   of Section 302 hereof) and no additional interest shall accrue on the related Note subsequent to the   date on which such funds were first available for distribution to such Noteholder.  Any such   unclaimed amounts shall be held by the Indenture Trustee in trust until the latest of (i) two (2)   years after the date of the publication described in the second preceding sentence, (ii) the date all   other Noteholders of such Series shall have received full payment of all principal, interest,   premium, if any, and other sums payable to them on such Notes or the Indenture Trustee shall hold   (and shall have notified the Noteholders that it holds) in trust for that purpose an amount sufficient   to make full payment thereof when due and (iii) the date the Issuer shall have fully performed and   observed all its covenants and obligations contained in this Indenture and the related Supplement   with respect to such Series of Notes.  Thereafter, subject to any applicable escheatment laws, any   such unclaimed amounts shall be paid to the Issuer by the Indenture Trustee on written demand;   and thereupon each of the Indenture Trustee and the Issuer shall be released from all further   liability with respect to such monies, and thereafter the Noteholders in respect of which such   monies were so paid to the Issuer shall have no rights in respect thereof.                                           25   737897515 20654080 





 






                                   ARTICLE VIII                                                               DEFAULT PROVISIONS AND REMEDIES         Section 801 Event of Default.  “Event of Default”, wherever used herein with respect to  any Series of Notes, means any Series-Specific Event of Default for such Series, as defined in the  related Supplement.         Section 802 Acceleration of Stated Maturity; Rescission and Annulment.  (a)  If  specified with respect to an Event of Default in the related Supplement, upon the occurrence of  such Event of Default, the unpaid principal balance of, and accrued interest on, the applicable  Series of Notes, together with all other amounts then due and owing to the Noteholders of such  Series, shall become immediately due and payable without further action by any Person.  If any  other  Series-Specific Event of Default occurs and is continuing, the Indenture Trustee shall at the  direction of the applicable Control Party declare the unpaid principal of and accrued interest on all  Notes of such Series then Outstanding to be due and payable immediately, by a notice in writing  to the Issuer (with a copy to such Control Party), and upon any such declaration such principal and  accrued interest shall become immediately due and payable.               (b)   At any time after such a declaration of acceleration has been made and  before a judgment or decree for payment of the money due has been obtained by the Indenture  Trustee as hereinafter provided in this Article, the applicable Control Party, in its sole discretion,  by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration  and its consequences if:                     (i)   the Issuer has paid or deposited with the Indenture Trustee a sum        sufficient to pay:                           (A)   all of the installments of interest and, if the Legal Final                    Maturity Date has occurred with respect to such Series, principal of all                    Notes of such Series, in each case to the extent such amounts were overdue                    prior to the date of such acceleration;                           (B)   to the extent that payment of such interest is lawful, interest                    at the applicable rate on the amounts set forth in clause (A) above; and                           (C)   all unpaid Indenture Trustee Fees, indemnified amounts and                    sums paid or advanced by the Indenture Trustee hereunder or by the                    Manager and the reasonable and documented compensation, out-of-pocket                    expenses, indemnities, disbursements and advances of the Indenture                    Trustee, its agents and counsel incurred in connection with the enforcement                    of this Indenture, in each case allocable to such Series; and                     (ii)  all Events of Default for such Series, other than the nonpayment of        the principal of or interest on Notes which have become due solely by such declaration of        acceleration, have been cured or waived as provided in Section 813 hereof.                                          26  737897515 20654080 





 






           No such rescission with respect to any Series-Specific Event of Default shall affect any   subsequent Series-Specific Event of Default or impair any right consequent thereon.          Section 803 Collection of Indebtedness.  The Issuer covenants that, if an Event of   Default occurs and is continuing and a declaration of acceleration has been made under Section   802 and not rescinded, the Issuer will, upon demand of the Indenture Trustee (acting at the written   direction of the applicable Noteholders), pay to the Indenture Trustee, for the benefit of the   Noteholders of the affected Series, an amount equal to the whole amount then due and payable on   such Notes of such Series that have been accelerated for principal and interest, with interest upon   the overdue principal and, to the extent that payment of such interest shall be legally enforceable,   upon overdue installments of interest, at the applicable interest rate payable with respect to each   such Note and, in addition thereto, such further amount as shall be sufficient to cover all other   outstanding obligations owing to such accelerated Series of Notes, the costs and out-of-pocket   expenses of collection, including the reasonable and documented compensation, expenses,   indemnities, disbursements and advances of the Indenture Trustee, the applicable Control Party,   their respective agents and counsel incurred in connection with the enforcement of this Indenture.          Section 804 Remedies.  (a)  If a Series-Specific Event of Default occurs and is   continuing, the Indenture Trustee, by such officer or agent as it may appoint, shall notify each   applicable Noteholder, the Transition Agent and the applicable Rating Agencies, if any, of such  Series-Specific Event of Default.  So long as an Event of Default is continuing or at any time after   a declaration of acceleration has been made, the Indenture Trustee shall if instructed by the   applicable Control Party:                      (i)   institute any Proceedings, in its own name and as trustee of an         express trust, for the collection of all amounts then due and payable on the Notes of the         applicable Series under this Indenture or the related Supplement with respect thereto,         whether by declaration or otherwise, enforce any judgment obtained, and collect from the        related Series-Specific Collateral and any other assets of the Issuer related thereto any        monies adjudged due;                     (ii)  subject to the quiet enjoyment rights of any lessee of a Managed        Container in the related Series-Specific Container Pool and the restrictions set forth in        Section 3 of the Intercreditor Collateral Agreement, sell (including any sale made in        accordance with Section 816 hereof), hold or lease the related Series-Specific Collateral or         any portion thereof or rights or interest therein, at one or more public or private transactions        conducted in any manner permitted by law;                     (iii) institute any Proceedings from time to time for the foreclosure of the        Lien created by this Indenture with respect to Shared Collateral allocable to the related        Series or by a Supplement with respect to the related Series-Specific Collateral;                     (iv)  institute such other appropriate Proceedings to protect and enforce        any other rights, whether for the specific enforcement of any covenant or agreement in this        Indenture or in aid of the exercise of any power granted herein, or to enforce any other        proper remedy;                                           27   737897515 20654080 





 






                       (v)   exercise any remedies of a secured party under the Uniform        Commercial Code or any applicable law and take any other appropriate action to protect        and enforce the rights and remedies of the Indenture Trustee or the Noteholders hereunder;        and                     (vi)  appoint a receiver or a manager over the Issuer or its assets.               (b)   For the avoidance of doubt, the Issuer or the Indenture Trustee may only  sell all of the Containers and related leases in a Series-Specific Container Pool if the Control Party  for such Series shall consent to such sale. Any such sale of Managed Containers must comply with  the terms of, and be subject to terms of, the Intercreditor Collateral Agreement that limit the sale  of on-lease Managed Containers that are then included in the Short Term Fleet or the Long Term  Pooled Fleet.         Section 805 Indenture Trustee May Enforce Claims Without Possession of Notes.                (a)   In all Proceedings brought by the Indenture Trustee (and also any   Proceedings involving the interpretation of any provision of this Indenture to which the Indenture   Trustee shall be a party), the Indenture Trustee shall be held to represent all of the applicable   Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.                (b)   All rights of action and claims under this Indenture, the related Supplement   or any of the Notes may be prosecuted and enforced by the Indenture Trustee without the   possession of such Notes or the production thereof in any Proceeding relating thereto, and any   such Proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of   an express trust, and any recovery whether by judgment, settlement or otherwise shall, after   provision for the payment of the reasonable compensation, expenses, and disbursements incurred   and advances made, by the Indenture Trustee, its agents and counsel, be for the ratable benefit of   the Noteholders, subject to the subordination of payments among Classes of a particular Series as   set forth in the related Supplement for such Series.          Section 806 Allocation of Money Collected.  If the Notes of any Series have been   declared due and payable following an Event of Default and such declaration and its consequences  have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to   this Article or otherwise and any other monies that may be held or thereafter received by the   Indenture Trustee as security for such Notes and the obligations secured hereby shall be allocated   to such Series of Notes.          Section 807 Limitation on Suits.  Except to the extent provided in Section 808 hereof,   no Noteholder shall have the right to institute any Proceeding, with respect to this Indenture, or for   the appointment of a receiver or trustee, or for any other remedy hereunder, unless:                     (i)   such Noteholder has previously given written notice to the Indenture         Trustee of a continuing Series-Specific Event of Default;                      (ii)  the Control Party for the applicable Series shall have made written         request to the Indenture Trustee to institute Proceedings in respect of such Series-Specific        Event of Default in its own name as Indenture Trustee hereunder;                                          28   737897515 20654080 





 






                       (iii) such Noteholder or Noteholders have offered to the Indenture        Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and        liabilities to be incurred in compliance with such request;                     (iv)  the Indenture Trustee has, for thirty (30) days after its receipt by a        Responsible Officer of the Indenture Trustee of such notice, request and offer of security        or indemnity, failed to institute any such Proceeding; and                     (v)   no direction inconsistent with such written request has been given         to the Indenture Trustee during such thirty (30) day period by the Control Party for the         applicable Series;     it being understood and intended that no one or more Noteholders shall have any right in any   manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb   or prejudice the rights of any other Noteholder, or to obtain or to seek to obtain priority or   preference over any other Noteholder (except to the extent provided in the related Supplement) or   to enforce any right under this Indenture.          Section 808 Unconditional Right of Noteholders to Receive Principal, Interest and   Commitment Fees.  Notwithstanding any other provision of this Indenture, each Noteholder shall   have the right, which is absolute and unconditional, to receive payment of the principal of, interest   on and commitment fees in respect of such Note as such principal, interest and commitment fees   become due and payable in accordance with the provisions of this Indenture and the related   Supplement and to institute any Proceeding for the enforcement of such payment, and such rights   shall not be impaired without the consent of such Noteholder.          Section 809 Restoration of Rights and Remedies.  If the Indenture Trustee or any   Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture or   the related Supplement and such Proceeding has been discontinued or abandoned for any reason,   or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every   such case, subject to any determination in such Proceeding, the Issuer, the Indenture Trustee and   the applicable Noteholders shall be restored severally and respectively to their former positions   hereunder and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall   continue as though no such Proceeding had been instituted.          Section 810 Rights and Remedies Cumulative.  No right or remedy conferred upon or   reserved to the Indenture Trustee or to the Noteholders pursuant to this Indenture or any  Supplement is intended to be exclusive of any other right or remedy, and every right and remedy   shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy   given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or   employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent   assertion or employment of any other appropriate right or remedy.          Section 811 Delay or Omission Not Waiver.  No delay or omission of the Indenture   Trustee or of any Noteholder to exercise any right or remedy accruing upon any Series-Specific   Event of Default shall impair any such right or remedy or constitute a waiver of any such Series-  Specific Event of Default or an acquiescence therein.  Every right and remedy given by this Article                                          29   737897515 20654080 





 






     or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and   as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case   may be.          Section 812 Control by Control Party.                (a)   Upon the occurrence of a Series-Specific Event of Default, the related   Control Party shall have the right to direct the time, method and place of conducting any   Proceeding for any remedy available to the Indenture Trustee or exercising any trust or power   conferred on the Indenture Trustee, provided that (i) such direction shall not be in conflict with  any rule of law or with this Indenture, including, without limitation, Section 804 hereof and (ii)   the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is  not inconsistent with such direction.               (b)   Notwithstanding the grant of a security interest to secure the Outstanding  Obligations owing to the Indenture Trustee, for the benefit of the related Noteholders, all rights to  direct actions or to exercise rights or remedies under this Indenture or the UCC (including these  set forth in Section 804 hereof) shall be vested solely in the related Control Party, and, by accepting  the benefits of this Indenture, each Noteholder acknowledges such statement; provided, however,  that nothing contained in this paragraph shall constitute a modification of Section 808 or Section  813(b) hereof.         Section 813 Waiver of Past Defaults.  (a)  The related Control Party may, on behalf of   all Noteholders of a Series, waive any past Event of Default for the related Series and its   consequences except an Event of Default:                      (i)   in the payment of (x) the principal balance of any Note of such         Series on the Legal Final Maturity Date of such Note, (y) interest on any Note of such         Series on any Payment Date, or (z) commitment fees in respect of any Note of such Series         on any Payment Date, all of which defaults can be waived solely by the affected         Noteholders; or                      (ii)  in respect of a covenant or provision hereof which cannot be         modified or amended without the consent of all of the Noteholders of such Series affected         thereby pursuant to Section 1002 of this Indenture.                (b)   Upon any such waiver, such Event of Default shall cease to exist and shall   be deemed to have been cured and not to have occurred for every purpose of this Indenture;   provided, however, that no such waiver shall extend to any subsequent or other Event of Default   or impair any right consequent thereon.          Section 814 Undertaking for Costs.  All parties to this Indenture agree, and each   Noteholder by acceptance of a Note shall be deemed to have agreed, that any court may in its   discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or   in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as the   Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of   such suit, and that such court may in its discretion assess reasonable costs, including reasonable   attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits                                          30   737897515 20654080 





 






     and good faith of the claims or defenses made by such party litigant; provided, however, that the   provisions of this Section shall not apply to any suit instituted by the Indenture Trustee, to any suit   instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than ten   percent (10%) of the unpaid principal balance of the Notes of a Series of Notes in the case of a   related Series-Specific Event of Default, or to any suit instituted by any Noteholder for the   enforcement of the payment of the principal of or interest on any Note on or after the Legal Final   Maturity Date of such Note.          Section 815 Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that   it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever   claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at  any time hereafter in force, which may affect the covenants or the performance of this Indenture;  and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or  advantage of any such law and covenants that it will not hinder, delay or impede the execution of  any power herein granted to the Indenture Trustee, but will suffer and permit the execution of  every such power as though no such law had been enacted.         Section 816 Sale of Collateral.                (a)   The power to effect any sale (a “Sale”) of any portion of the Collateral   pursuant to, and in accordance with, the provisions of Section 804 hereof shall not be exhausted   by any one or more Sales as to any portion of the applicable Collateral remaining unsold, but shall   continue unimpaired until all of such Collateral shall have been sold or all Outstanding Obligations   with respect to the related Series shall have been paid in full.  The Indenture Trustee, at the written   direction of the applicable Control Party, may from time to time postpone any Sale by public   announcement made at the time and place of such Sale.                (b)   Upon any Sale, whether made under the power of sale hereby given or under   judgment, order or decree in any Proceeding for the foreclosure or involving the enforcement of   this Indenture or a Supplement: (i) the Indenture Trustee, at the written direction of the applicable   Control Party may bid for and purchase the property being sold, and upon compliance with the   terms of such Sale may hold, retain and possess and dispose of such property in accordance with   the terms of this Indenture or the applicable Supplement; and (ii) the receipt of the Indenture   Trustee or of any officer thereof making such Sale shall be a sufficient discharge to the purchaser   or purchasers at such Sale for its or their purchase money, and such purchaser or purchasers, and   its or their assigns or personal representatives, shall not, after paying such purchase money and   receiving such receipt of the Indenture Trustee or of such officer therefor, be obliged to see to the   application of such purchase money or be in any way answerable for any loss, misappropriation or   non-application thereof.                (c)   The Indenture Trustee shall execute and deliver an appropriate instrument   of conveyance provided to it transferring its interest in any portion of any Collateral in connection   with a Sale thereof.  In addition, the Indenture Trustee is hereby irrevocably appointed the agent   and attorney-in-fact of the Issuer to transfer and convey its interest (subject to lessees’ rights of   quiet enjoyment) in any portion of such Collateral in connection with a Sale thereof, and to take   all action necessary to effect such Sale.  No purchaser or transferee at such a Sale shall be bound                                           31   737897515 20654080 





 






     to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions   precedent or see to the application of any monies.          Section 817 Action on Notes.  The Indenture Trustee’s right to seek and recover   judgment on the Notes or under this Indenture or any Supplement shall not be affected by the   seeking, obtaining or application of any other relief under or with respect to this Indenture or any  Supplement.  Neither the Lien of this Indenture or any Supplement nor any rights or remedies of  the Indenture Trustee or any Noteholders shall be impaired by the recovery of any judgment by  the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon  any portion of the Collateral or upon any of the assets of the Issuer.                                     ARTICLE IX                                                               CONCERNING THE INDENTURE TRUSTEE         Section 901 Duties of the Indenture Trustee.  The Indenture Trustee, prior to the   occurrence of an Event of Default or after the cure or waiver of any Event of Default that may   have occurred, undertakes to perform such duties and only such duties as are specifically set forth  in this Indenture and the related Supplement and no implied duties shall be inferred against it.  If   any Event of Default has occurred and is continuing, the Indenture Trustee, at the written direction   of the applicable Control Party, shall exercise such of the rights and powers vested in it by this   Indenture and the related Supplement, and use the same degree of care and skill in its exercise as   a prudent Person would exercise or use under the circumstances in the conduct of such Person’s   own affairs.          The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions,   reports, documents, orders or other instruments furnished to the Indenture Trustee which are   specifically required to be furnished pursuant to any provisions of this Indenture and any   applicable Supplement, shall, as expressly set forth in this Indenture or any applicable Supplement,   determine whether they are substantially in the form required by this Indenture and any applicable   Supplement; provided, however, that the Indenture Trustee shall not be responsible for   investigating or re-calculating, evaluating, certifying, verifying or independently determining the   accuracy or content (including mathematical calculations) of any such resolution, certificate,   statement, opinion, report, document, order or other instrument furnished pursuant to this  Indenture and any applicable Supplement.         No provision of this Indenture or any Supplement shall be construed to relieve the  Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its  own willful misconduct; provided, however, that:                     (i)   Prior to the occurrence of an Event of Default and after the cure or        waiver of any Event of Default that may have occurred, the duties and obligations of the        Indenture Trustee shall be determined solely by the express provisions of this Indenture        and any Supplements issued pursuant to the terms hereof.  The Indenture Trustee shall not        be liable except for the performance of such duties and obligations as are specifically set        forth in this Indenture and any Supplements issued pursuant to the terms hereof, and no        implied covenants or obligations shall be read into this Indenture against the Indenture                                          32   737897515 20654080 





 






         Trustee and, in the absence of bad faith on the part of the Indenture Trustee, the Indenture       Trustee may conclusively  and exclusively rely, as to the truth of the statements and the       correctness of the opinions expressed therein, upon any certificates, statements, reports,       documents, orders, opinions or other instruments (whether in their original or facsimile       form) furnished to the Indenture Trustee and conforming to the requirements of this       Indenture and any Supplements issued pursuant to the terms hereof;                    (ii)   The Indenture Trustee shall not be liable for actions taken, or any        error of judgment made, in good faith by a Responsible Officer or Responsible Officers of        the Indenture Trustee, unless it shall be proved that the Indenture Trustee was grossly        negligent or, with respect to Fund Control Matters, negligent in ascertaining the pertinent        facts; and                     (iii) The Indenture Trustee shall not be liable with respect to any action        taken, suffered or omitted to be taken by it in good faith in accordance with the direction        of the Requisite Global Majority or an applicable Control Party, as applicable relating to        the time, method and place of conducting any Proceeding for any remedy available to the        Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee,        under this Indenture.         No provisions of this Indenture shall require the Indenture Trustee to expend or risk its own  funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the  exercise of any of its rights or powers, if it shall have reasonable grounds for believing that  repayment of such funds or adequate security or indemnity against such risk or liability is not  reasonably assured to it.         Whether or not therein expressly so provided, every provision of this Indenture relating to  the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be  subject to the provisions of this Section 901.         Section 902 Certain Matters Affecting the Indenture Trustee.  Except as otherwise  provided in Section 901 hereof:                     (i)   The Indenture Trustee may conclusively and exclusively rely and        shall be fully protected in acting or refraining from acting upon any Opinion of Counsel,       certificate of an officer of the Manager, certificate of auditors or any other certificate,       statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or       other paper or document (whether in its original or facsimile form) believed by it to be       genuine and to have been signed or presented by the proper party or parties;                    (ii)   The Indenture Trustee may consult with counsel of its selection and        any advice or opinion of such counsel shall be full and complete authorization and        protection in respect of any action taken or suffered or omitted by it hereunder in good faith        and in accordance in reliance thereof;                     (iii) The Indenture Trustee shall not be liable with respect to any action        it takes or omits to take in accordance with a direction received by it from the Issuer or the       Requisite Global Majority or applicable Control Party in accordance with the terms of this                                         33  737897515 20654080 





 






         Indenture and the other Transaction Documents.  The Indenture Trustee shall be under no       obligation to institute, conduct or defend any litigation or Proceeding hereunder or in       relation hereto at the request, order or direction of the Requisite Global Majority or the       applicable Control Party, pursuant to the provisions of this Indenture, unless the Requisite       Global Majority or applicable Control Party shall have offered to the Indenture Trustee       security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities       which may be incurred therein or thereby;                    (iv)  The Indenture Trustee shall not be liable for any action taken,       suffered or omitted by it in good faith and believed by it to be authorized or within the       discretion or rights or powers conferred upon it by this Indenture or any Supplement;                    (v)   The Indenture Trustee shall not be bound to take any discretionary       action, including any investigation into the facts or matters stated in any resolution,       certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,       bond or other paper or document, unless requested in writing to do so by the Requisite       Global Majority or an applicable Control Party; provided, however, that the Indenture       Trustee may require security or indemnity reasonably satisfactory to it against any cost,       expense or liability likely to be incurred in making such investigation as a condition to so       proceeding.  The reasonable expense of any such examination shall be paid, on a pro rata       basis, by the Noteholders of the applicable Series requesting such examination or, if paid       by the Indenture Trustee, shall be reimbursed by such Noteholders upon demand;                    (vi)  The Indenture Trustee may execute any of the trusts or powers       hereunder or perform any duties hereunder either directly or by or through its agents or       attorneys and the Indenture Trustee shall not be responsible for any misconduct or       negligence on the part of any agent or attorney appointed by it with due care hereunder;                    (vii) The Indenture Trustee shall not be deemed to have knowledge of       any default, Event of Default, Early Amortization Event or other event or information, or       be required to act upon any default, Event of Default, Early Amortization Event or other       event or information (including the sending of any notice) unless a Responsible Officer of       the Indenture Trustee shall have received written notice or has actual knowledge of such       event or information, and shall have no duty to take any action to determine whether any       such event, default, Event of Default or Early Amortization Event has occurred;                    (viii) The knowledge of the Indenture Trustee shall not be attributed or       imputed to Wilmington Trust, National Association’s other roles in the transaction and       knowledge of the Securities Intermediary, Paying Agent and Note Registrar shall not be       attributed or imputed to each other or to the Indenture Trustee (other than those where the       roles are performed by the same group or division within Wilmington Trust, National       Association or otherwise share the same Responsible Officers), or any affiliate, line of       business, or other division of Wilmington Trust, National Association (and vice versa);                    (ix)  Notwithstanding anything to the contrary herein or otherwise, under       no circumstance will the Indenture Trustee be liable for special, punitive, indirect, or        consequential loss or damage of any kind whatsoever (including lost profits), whether or                                         34  737897515 20654080 





 






         not foreseeable, even if the Indenture Trustee is actually aware of or has been advised of        the likelihood of such loss or damage;                     (x)   Before the Indenture Trustee acts or refrains from taking any        action under this Indenture, it may require an officer’s certificate and/or an opinion of       counsel from the party requesting that the Indenture Trustee act or refrain from acting in       form and substance acceptable to the Indenture Trustee, the costs of which (including the       Indenture Trustee’s reasonable attorney’s fees and expenses) shall be paid by the party       requesting that the Indenture Trustee act or refrain from acting.  The Indenture Trustee       shall not be liable for any action it takes or omits to take in good faith in reliance on such       officer’s certificates and/or opinions of counsel;                    (xi)  The Indenture Trustee shall incur no liability if, by reason of any        provision of any future law or regulation thereunder, or by any force majeure event,       including but not limited to natural disaster, act of war or terrorism, or other circumstances       beyond its reasonable control, the Indenture Trustee shall be prevented or forbidden from       doing or performing any act or thing which the terms of this Indenture provide shall or may       be done or performed, or by reason of any exercise of, or failure to exercise, any discretion        provided for in this Indenture or any other transaction document;                     (xii) Notwithstanding anything to the contrary in this Indenture, the        Indenture Trustee shall not be required to take any action that is not in accordance with        applicable law;                     (xiii) The right of the Indenture Trustee to perform any permissive or        discretionary act enumerated in this Indenture or any related document shall not be        construed as a duty;                     (xiv) Neither the Indenture Trustee nor any of its officers, directors,        employees, attorneys or agents will be responsible or liable for the existence, genuineness,        value or protection of any collateral securing the Notes, for the legality, enforceability,        effectiveness or sufficiency of the transaction documents for the creation, perfection,        continuation, priority, sufficiency or protection of any of the liens, or for any defect or        deficiency as to any such matters, or for monitoring the status of any lien or performance        of the collateral;                     (xv)  The Indenture Trustee shall not be liable for any action or inaction        of the Issuer, the Manager, the Seller, or any other party (or agent thereof) to this Indenture        or any related document and may assume compliance by such parties with their obligations        under this Agreement or any related agreements, unless a Responsible Officer of the        Indenture Trustee shall have received written notice to the contrary at the Corporate Trust        Office of the Indenture Trustee;                     (xvi) The rights, privileges, protections, immunities and benefits given to        the Indenture Trustee, including, without limitation, its right to be indemnified, are        extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities        hereunder and under the other transaction documents, including without limitation, the                                         35  737897515 20654080 





 






           Paying Agent, Note Registrar and Securities Intermediary, and to each agent, custodian         and other Person employed to act hereunder;                      (xvii) The Indenture Trustee may enter into the Intercreditor Collateral         Agreement, either directly or by execution of a joinder, as applicable; and                      (xviii) The Indenture Trustee shall have no duty to see to, or be responsible         for the correctness or accuracy of, any recording, filing or depositing of this Indenture or         any agreement referred to herein, or any financing statement or continuation statement         evidencing a security interest, or to see to the maintenance of any such recording or filing         or depositing or to any rerecording, refilling or re-depositing of any thereof.          The provisions of this Section 902 shall be applicable to the Indenture Trustee in its   capacity as the Indenture Trustee under this Indenture.          Section 903 Indenture Trustee Not Liable.  (a)  The recitals contained herein (other than   the representations and warranties contained in Section 911 hereof), in any Supplement and in the   Notes (other than the certificate of authentication on the Notes) shall be taken as the statements of   the Issuer, and the Indenture Trustee assumes no responsibility for their correctness.  The Indenture   Trustee makes no representations as to, and shall not be responsible for, the validity, legality,   enforceability or adequacy or sufficiency of this Indenture, any Supplement, the Notes, the   Collateral or of any Transaction Document, or as to the correctness of any statement contained in   any thereof; provided that this sentence shall not limit the representations and warranties made by   the Indenture Trustee in Section 911.  The Indenture Trustee shall not be accountable for the use  or application by the Issuer of any of the Notes or of the proceeds thereof, or for the use or   application of any funds paid to the Issuer or the Manager in respect of the Collateral.                (b)   The Indenture Trustee shall have no responsibility or liability for or with   respect to the existence or validity of any Container, the perfection of any security interest (whether   as of the date hereof or at any future time), the maintenance of or the taking of any action to   maintain such perfection, the validity of the assignment of any portion of the Collateral to the   Indenture Trustee or of any intervening assignment, the compliance by the Seller or the Manager   with any covenant or the breach by the Seller or the Manager of any warranty or representation   made hereunder, in any Supplement or in any related document or the accuracy of such warranty   or representation, any investment of monies in each Revenue Reserve Account, Restricted Cash   Account or other Series Account for such Series or any loss resulting therefrom (provided that   such investments are made in accordance with the provisions of Section 302 hereof), or the acts or   omissions of the Seller or the Manager taken in the name of the Indenture Trustee.                (c)   Except as expressly provided herein or in any Supplement, the Indenture   Trustee shall not have any obligation or liability under any Contract by reason of or arising out of   this Indenture or the granting of a security interest in such Contract hereunder or the receipt by the   Indenture Trustee of any payment relating to any Contract pursuant hereto, nor shall the Indenture   Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the   Issuer, the Seller or the Manager under or pursuant to any Contract, or to make any payment, or to   make any inquiry as to the nature or the sufficiency of any payment received by it, or the   sufficiency of any performance by any party, under any Contract.                                          36   737897515 20654080 





 






           Section 904 Indenture Trustee May Own Notes.  Subject to compliance with subsection   (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, the Indenture Trustee in its   individual or any other capacity may become the owner or pledgee of Notes with the same rights   it would have if it were not the Indenture Trustee.          Section 905 Indenture Trustee’s Fees and Expenses.  The fees, expenses, disbursements,   advances and indemnification amounts (including, but not limited to, attorneys’ fees and expenses   and court costs) (collectively, “Indenture Trustee Fees”) of the Indenture Trustee shall be paid   by the Issuer in accordance with the terms of each applicable Supplement hereof.  Subject to the   provisions of Section 902(iii) hereof the Issuer shall indemnify the Indenture Trustee and each of   its officers, directors and employees for, and hold them harmless against, any loss, liability,   damage claim or expense (including reasonable legal fees, costs and expenses and court costs), in   each case incurred without willful misconduct or gross negligence or, with respect to Fund Control   Matters, negligence on their part, arising out of or in connection with the acceptance or   administration of this trust, including the costs and expenses of defending itself both individually   and in its representative capacity against any claim or liability in connection with the exercise or   performance of any of its powers or duties hereunder and those incurred in connection with any   action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification   (“Indenture Trustee Indemnified Amounts”).          The obligations of the Issuer under this Section 905 to compensate the Indenture Trustee,   to pay or reimburse the Indenture Trustee for expenses, disbursements and advances and to   indemnify and hold harmless, the Indenture Trustee shall constitute Outstanding Obligations   hereunder and shall survive the resignation or removal of the Indenture Trustee and the satisfaction   and discharge and assignment of this Indenture.          When the Indenture Trustee incurs expenses or renders services in connection with an   Event of Default related to a Bankruptcy Event with respect to the Issuer, the expenses and the   compensation for the services are intended to constitute expenses of administration under any   Insolvency Law.          Section 906 Eligibility Requirements for the Indenture Trustee.  The Indenture Trustee   hereunder shall at all times be a national banking association or a corporation, organized and doing   business under the laws of the United States of America or any State, and authorized under such   laws to exercise corporate trust powers.  In addition, the Indenture Trustee or its parent corporation   shall at all times (i) have a combined capital and surplus of at least Two Hundred Fifty Million  Dollars ($250,000,000), (ii) be subject to supervision or examination by federal or State authority  and (iii) have a long-term unsecured senior debt rating of not less than investment grade by  Moody’s and S&P, and short-term unsecured senior debt rating of not less than investment grade  by Moody’s and S&P.  If such corporation publishes reports of condition at least annually, pursuant  to law or to the requirements of such supervising or examining authority, then, for the purposes of  this Section 906, the combined capital and surplus of such corporation shall be deemed to be its  combined capital and surplus as set forth in its most recent report of condition so published.  In  case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions  of this Section, the Indenture Trustee shall resign promptly in the manner and with the effect  specified in Section 907 hereof.                                          37   737897515 20654080 





 






           Section 907 Resignation and Removal of the Indenture Trustee.  The Indenture Trustee   may at any time resign and be discharged from the trusts hereby created by giving written notice  thereof to the Issuer, the Manager, the Transition Agent and the Noteholders.  Upon receiving such  notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument,  in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee,  the Transition Agent and one copy to the successor Indenture Trustee.  If no successor Indenture  Trustee shall have been so appointed and have accepted appointment within 30 days after the  giving of such notice of resignation, the Requisite Global Majority may appoint a successor  Indenture Trustee or, if it does not do so within 30 days thereafter, the resigning Indenture Trustee  may petition at the expense of the Issuer any court of competent jurisdiction for the appointment  of a successor Indenture Trustee, which successor Indenture Trustee shall meet the eligibility  standards set forth in Section 906.         If at any time the Indenture Trustee shall cease to be eligible in accordance with the  provisions of Section 906 hereof and shall fail to resign after written request therefor by the Issuer,  or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged a  bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed,  or any public officer shall take charge or control of the Indenture Trustee or of its property or  affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer shall remove  the Indenture Trustee and appoint a successor Indenture Trustee by written instrument, in  duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed  and one copy to the successor Indenture Trustee.  If no successor Indenture Trustee shall have been  so appointed and have accepted appointment within 30 days after such removal, the Requisite  Global Majority may appoint a successor Indenture Trustee or, if it does not do so within 30 days  after such resignation or removal, the departing Indenture Trustee may petition at the expense of  the Issuer any court of competent jurisdiction for the appointment of a successor Indenture Trustee,  which successor Indenture Trustee shall meet the eligibility standards set forth in Section 906.         In addition, the Issuer may, with the consent of the Requisite Global Majority, remove the  Indenture Trustee for cause and appoint a successor Indenture Trustee with prior written notice by  written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture  Trustee so removed and one copy to the successor Indenture Trustee.         Any resignation or removal of the Indenture Trustee and appointment of a successor  Indenture Trustee pursuant to any of the provisions of this Section shall become effective upon  acceptance of appointment by the successor Indenture Trustee as provided in Section 908 hereof.         Section 908 Successor Indenture Trustee.  Any successor Indenture Trustee appointed   as provided in Section 907 hereof shall execute, acknowledge and deliver to the Issuer and to its   predecessor Indenture Trustee an instrument accepting such appointment hereunder, and thereupon   the resignation or removal of the predecessor Indenture Trustee shall become effective and such   successor Indenture Trustee, without any further act, deed or conveyance, shall become fully   vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like   effect as if originally named as the Indenture Trustee herein.  The predecessor Indenture Trustee   shall upon payment of all charges due it, its agents and counsel deliver to the successor Indenture   Trustee all documents relating to the Collateral, if any, delivered to it, together with any amount   remaining in each Revenue Reserve Account, each Restricted Cash Account and any other Series                                          38   737897515 20654080 





 






     Accounts for such Series.  In addition, the predecessor Indenture Trustee and, upon request of the   successor Indenture Trustee, the Issuer shall execute and deliver such instruments and do such   other things as may reasonably be required for more fully and certainly vesting and confirming in   the successor Indenture Trustee all such rights, powers, duties and obligations.          No successor Indenture Trustee shall accept appointment as provided in this Section unless   at the time of such acceptance such successor Indenture Trustee shall be eligible under the  provisions of Section 906 hereof and shall be acceptable to the Requisite Global Majority.          Upon acceptance of appointment by a successor Indenture Trustee as provided in this   Section, the Issuer shall mail notice of the succession of such Indenture Trustee hereunder to all   Noteholders at their addresses as shown in the registration books maintained by the Indenture   Trustee.  If the Issuer fails to mail such notice within ten (10) days after acceptance of appointment   by the successor Indenture Trustee, the successor Indenture Trustee shall cause such notice to be   mailed at the expense of the Issuer.          Section 909 Merger or Consolidation of the Indenture Trustee.  Any corporation into   which the Indenture Trustee may be merged or converted or with which it may be consolidated, or  any corporation resulting from any merger, conversion or consolidation to which the Indenture  Trustee shall be a party, or any corporation succeeding to the business of the Indenture Trustee,  shall be the successor of the Indenture Trustee hereunder, provided such corporation shall be  eligible under the provisions of Section 906 hereof, without the execution or filing of any paper or  any further act on the part of any of the parties hereto, anything herein to the contrary   notwithstanding.          Section 910 Separate Indenture Trustees, Co-Indenture Trustees and Custodians.  If the   Indenture Trustee is not capable of acting for jurisdictional purposes, it shall have the power from   time to time to appoint one or more Persons or corporations to act either as co-trustees jointly with   the Indenture Trustee, or as separate trustees, or as custodians, for the purpose of holding title to,   foreclosing or otherwise taking action with respect to any of the Collateral, when such separate   trustee or co-trustee is necessary or advisable under any Applicable Laws or for the purpose of   otherwise conforming to any legal requirement, restriction or condition in any applicable   jurisdiction.  The separate trustees, co-trustees, or custodians so appointed shall be trustees, co-  trustees, or custodians for the benefit of all Noteholders and shall have such powers, rights and   remedies as shall be specified in the instrument of appointment; provided, however, that no such   appointment shall, or shall be deemed to, constitute the appointee an agent of the Indenture Trustee   and the Indenture Trustee shall not have any liability relating to such appointment.  The Issuer   shall join in any such appointment, but such joining shall not be necessary for the effectiveness of   such appointment.          Every separate trustee, co-trustee and custodian shall, to the extent permitted by law, be   appointed and act subject to the following provisions and conditions:                      (i)   all powers, duties, obligations and rights conferred upon the         Indenture Trustee in respect of the receipt, custody and payment of moneys shall be         exercised solely by the Indenture Trustee;                                           39   737897515 20654080 





 






                     (ii)  all other rights, powers, duties and obligations conferred or imposed        upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed        by the Indenture Trustee and such separate trustee, co-trustee, or custodian jointly, except       to the extent that under any law of any jurisdiction in which any particular act or acts are       to be performed the Indenture Trustee shall be incompetent or unqualified to perform such       act or acts, in which event such rights, powers, duties and obligations (including the holding       of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised       and performed by such separate trustee, co-trustee or custodian;                    (iii) no trustee, co-trustee, separate trustee or custodian hereunder shall        be personally liable by reason of any act or omission of any other trustee, co-trustee,        separate trustee or custodian hereunder; and                     (iv)  the Issuer or the Indenture Trustee may at any time accept the        resignation of or remove any separate trustee, co-trustee or custodian so appointed by it or        them if such resignation or removal does not violate the other terms of this Indenture.         Any notice, request or other writing given to the Indenture Trustee shall be deemed to have  been given to each of the then separate trustees and co-trustees, as effectively as if given to each  of them.  Every instrument appointing any separate trustee, co-trustee, or custodian shall refer to  this Indenture and the conditions of this Article.  Each separate trustee and co-trustee, upon its  acceptance of the trusts conferred, shall be vested with the estates or property specified in its  instrument of appointment, either jointly with the Indenture Trustee or separately, as may be  provided therein, subject to all the provisions of this Indenture, specifically including every  provision of this Indenture relating to the conduct of, affecting the liability of, or affording  protection to, the Indenture Trustee.  Every such instrument shall be furnished to the Indenture  Trustee.         Any separate trustee, co-trustees, or custodian may, at any time, constitute the Indenture  Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by  law, to do any lawful act under or in respect of this Indenture on its behalf and in its name.  If any  separate trustee, co-trustee, or custodian shall die, become incapable of acting, resign or be  removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by  the Indenture Trustee, to the extent permitted by law, without the appointment of a new or  successor trustee or custodian.         No separate trustee, co-trustee or custodian hereunder shall be required to meet the terms  of eligibility as a successor trustee under Section 906 hereof and no notice to Noteholders of the  appointment thereof shall be required under Section 908 hereof.         The Indenture Trustee agrees to instruct the co-trustees, if any, to the extent necessary to  fulfill the Indenture Trustee’s obligations hereunder.         Section 911 Representations and Warranties.  The Indenture Trustee hereby represents  and warrants as of each Series Issuance Date of each Series that:               (a)   Organization and Good Standing.  The Indenture Trustee is a national  banking association duly organized, validly existing and in good standing under the laws of the                                         40  737897515 20654080 





 






     United States, and has the power to own its assets and to transact the business in which it is   presently engaged;                (b)   Authorization.  The Indenture Trustee has the power, authority and legal   right to execute, deliver and perform this Indenture and each Supplement and to authenticate the   Notes, and the execution, delivery and performance of this Indenture and each Supplement and the   authentication of the Notes has been duly authorized by the Indenture Trustee by all necessary   corporate action;                (c)   Binding Obligations.  This Indenture and each Supplement, assuming due   authorization, execution and delivery by the Issuer, constitutes the legal, valid and binding   obligations of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with   its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency,   reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now   or hereafter in effect relating to creditors’ rights generally and the rights of trust companies in   particular and (ii) the remedy of specific performance and injunctive and other forms of equitable   relief may be subject to certain equitable defenses and to the discretion of the court before which   any Proceeding therefor may be brought, whether in a Proceeding at law or in equity;                (d)   No Violation.  The performance by the Indenture Trustee of its obligations   under this Indenture and each Supplement will not conflict with, result in any breach of any of the   terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under,   the charter documents or bylaws of the Indenture Trustee;                (e)   No Proceedings.  There are no Proceedings or investigations to which the   Indenture Trustee is a party pending, or, to the knowledge of the Indenture Trustee without   independent investigation, threatened, before any court, regulatory body, administrative agency or   other tribunal or Governmental Authority (A) asserting the invalidity of this Indenture or the Notes,  (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions  contemplated by this Indenture or (C) seeking any determination or ruling that would materially  and adversely affect the performance by the Indenture Trustee of its obligations under, or the  validity or enforceability of, this Indenture or the Notes; and               (f)   Approvals.  Neither the execution or delivery by the Indenture Trustee of   this Indenture nor the consummation of the transactions by the Indenture Trustee contemplated   hereby requires the consent or approval of, the giving of notice to, the registration with or the   taking of any other action with respect to any Governmental Authority under any existing federal   or State of New York or State of Delaware law governing the banking or trust powers of the   Indenture Trustee.          Section 912 Indenture Trustee Offices.  The Indenture Trustee shall maintain in the State   of Delaware an office or offices or agency or agencies where Notes may be surrendered for   registration of transfer or exchange, which office shall initially be located at the Corporate Trust   Office, and shall promptly notify the Issuer, the Manager and the Noteholders of any change of   such location.                                           41   737897515 20654080 





 






           Section 913 Notice of Various Events.  If a Responsible Officer of the Indenture Trustee   shall have actual knowledge that an Event of Default or an Early Amortization Event shall have   occurred and be continuing, the Indenture Trustee shall promptly (but in any event within five (5)   Business Days) give written notice thereof to each affected Noteholder and the Transition Agent.    For all purposes of this Indenture, in the absence of actual knowledge by a Responsible Officer of   the Indenture Trustee, the Indenture Trustee shall not be deemed to have actual knowledge of any   Event of Default or Early Amortization Event unless notified in writing thereof by the Issuer, the   Seller, the Manager, the Transition Agent or any Noteholder.          Section 914 Notices.  Any application by the Indenture Trustee for written instructions   from the Issuer may, at the option of the Indenture Trustee, set forth in writing any action proposed   to be taken or omitted by the Indenture Trustee under this Indenture and the date on and/or after   which such action shall be taken or such omission shall be effective.  The Indenture Trustee shall   not be liable for any action taken by, or omission of, the Indenture Trustee in accordance with a   proposal included in such application on or after the date specified in such application (which date   shall not be less than five (5) Business Days after the date any officer of the limited liability   company manager of the Issuer actually receives such application, unless any such officer shall   have consented in writing to any earlier date) unless prior to taking any such action (or the effective   date in the case of an omission), the Indenture Trustee shall have received written instructions in   response to such application specifying the action to be taken or omitted.                                     ARTICLE X                                                                     SUPPLEMENTAL INDENTURES          Section 1001 Supplemental Indentures Not Creating a New Series Without Consent of   Noteholders.  (a)  Without the consent of any Noteholder or any other Person, the Issuer and the   Indenture Trustee but with prior notice from the Issuer to each Rating Agency, at any time and   from time to time, may enter into one or more Supplements to this Indenture for the purpose of   adding any provisions to, or changing in any manner or eliminating any of the provisions of, this   Indenture or for the purposes of modifying in any manner the rights of the Noteholders under this   Indenture subject to the satisfaction of the following conditions:                      (i)   the Issuer delivers an Opinion of Counsel to the Indenture Trustee         to the effect that such supplemental indenture will not materially and adversely affect the         interests of the Noteholders; or                      (ii)  the Rating Agency Condition is satisfied with respect to such         amendment and the Issuer notifies the Indenture Trustee in writing that the Rating Agency         Condition is satisfied with respect to such amendment.                (b)   Without the consent of the Noteholders or any other Person, the Issuer and  the Indenture Trustee may also enter into one or more Supplements to this Indenture for the  purpose of conforming to or being consistent with or in furtherance of any of the statements made  with respect to any of the Notes or any of the other Transaction Documents in the offering  memorandum for any Series of Notes, or to correct or supplement any provision in this Indenture  which may be inconsistent with the provisions of any other Transaction Document.                                          42   737897515 20654080 





 






     Amendments, modifications and waivers of the terms of a Supplement pursuant to which a Series   of Notes was issued will be governed by the terms of such Supplement.                (c)   Promptly after the execution by the Issuer and the Indenture Trustee of any   Supplement pursuant to this Section, the Indenture Trustee shall mail to the Noteholders of all   Series of Notes then Outstanding, each Rating Agency and the Transition Agent a copy of such   Supplement.  Any failure of the Indenture Trustee to mail such Supplement, or any defect therein,   shall not, however, in any way impair or affect the validity of any such Supplement.          Section 1002 Supplemental Indentures Not Creating a New Series with Consent of   Noteholders.                (a)   If Section 1001 does not apply to a Supplement to this Indenture, then with   the consent of the Requisite Global Majority, the Issuer and the Indenture Trustee may enter into  a Supplement to this Indenture for the purpose of adding any provisions to, or changing in any  manner or eliminating any of, the provisions of this Indenture or of modifying in any manner the   rights of the Noteholders under this Indenture; provided, however, that no such Supplement shall,   without the consent of the Noteholder of each Note adversely affected thereby:                      (i)   reduce the principal amount of any Note, lengthen the Legal Final         Maturity Date of any Series of Notes, reduce the rate of interest of any Note, or change the         date on which or the amount of which, or the place of payment where, or the coin or         currency in which, any Note or the interest thereon, is payable or impair the right to institute         suit for the enforcement of any such payment on or after the Legal Final Maturity Date         thereof;                      (ii)  reduce the percentage of Outstanding Notes or Existing         Commitments required for (a) the consent of any Supplement to this Indenture, (b) the         consent required for any waiver of compliance with certain provisions of this Indenture or         certain Events of Default hereunder and their consequences as provided for in this         Indenture or (c) the consent required to waive any payment default on the Notes;                      (iii) modify any provision of this Indenture which specifies that such         provision cannot be modified or waived without the consent of the Noteholder affected         thereby;                      (iv)  impair or adversely affect the Collateral in any material respect as a         whole, except as otherwise permitted herein; or                      (v)   permit the creation of any Lien ranking prior to, or on a parity with,         the Lien of this Indenture with respect to any part of the Collateral set forth in this Indenture         or terminate the Lien of this Indenture on any property at any time subject to the Lien         created by the Indenture or deprive in any material respect the Noteholder of the security         afforded by the Lien of this Indenture, except as otherwise permitted in this Indenture.    Amendments, modifications and waivers of the terms of a Supplement pursuant to which a Series   of Notes was issued will be governed by the terms of such Supplement.                                          43   737897515 20654080 





 






     Prior to the execution of any Supplement pursuant to this Section 1002, the Issuer shall provide   prior written notice to each Rating Agency and the Transition Agent setting forth in general terms   the substance of any such Supplement.                (b)   Promptly after the execution by the Issuer and the Indenture Trustee of any  Supplement pursuant to this Section, the Indenture Trustee shall mail to the Noteholders of all  Series of Notes then Outstanding, each Rating Agency and the Transition Agent a copy of such  Supplement.  Any failure of the Indenture Trustee to mail such Supplement, or any defect therein,  shall not, however, in any way impair or affect the validity of any such Supplement.         Section 1003 Execution of Supplemental Indentures.  In executing, or accepting the   additional trusts created by, a Supplement permitted by this Article or the modification thereby of   the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and shall be   fully protected in relying upon, an Opinion of Counsel stating that all conditions precedent   specified in this Indenture for the execution of such Supplement have been satisfied and that the   execution of such Supplement is authorized or permitted by this Indenture.  The Indenture Trustee   may, but shall not be obligated to, enter into any such Supplement which affects the Indenture   Trustee’s own rights, duties or immunities under this Indenture or otherwise.          Section 1004 Effect of Supplemental Indentures.  Upon the execution of any Supplement   under this Article, this Indenture shall be modified in accordance therewith, and such Supplement   shall form a part of this Indenture for all purposes, and every Noteholder of Notes theretofore or   thereafter authenticated and delivered hereunder shall be bound thereby.          Section 1005 Reference in Notes to Supplemental Indentures.  Notes authenticated and   delivered after the execution of any Supplement pursuant to this Article may, and shall if required   by the Issuer, bear a notation in the form provided in such Supplement as to any matter provided   for in such Supplement.  If the Issuer shall so determine, new Notes so modified as to conform   may be prepared and executed by the Issuer and authenticated and delivered by the Indenture   Trustee (at the written direction of the Issuer) in exchange for Outstanding Notes.          Section 1006 Issuance of Series of Notes.  (a)  The Issuer may from time to time direct   the Indenture Trustee in writing to execute and authenticate one or more Series of Notes (each, a   “Series”).                (b)   On or before the Series Issuance Date relating to any Series, the parties   hereto will execute and deliver a Supplement which will specify the Principal Terms of such Series.    The terms of such Supplement may modify or amend the terms of this Indenture solely as applied   to such Series.  The obligation of the Indenture Trustee to authenticate, execute and deliver the  Notes of such Series and to execute and deliver the related Supplement is subject to the satisfaction  of the following conditions:                     (i)   on or before the Series Issuance Date, the Issuer shall have given the        Indenture Trustee, the Manager, the Transition Agent, each Rating Agency (and, if such        Series is to be registered pursuant to the Securities Act, all Rating Agencies that have rated        any prior Series) notice of the Series and the Series Issuance Date;                                           44   737897515 20654080 





 






                       (ii)  the Issuer shall have delivered to the Indenture Trustee the related         Supplement executed by the Issuer;                      (iii) the Rating Agency Condition shall have been satisfied with respect         to each Series of Notes then Outstanding for which a Rating Agency has assigned a rating;                     (iv)  the Issuer shall have delivered to the Indenture Trustee, each Rating        Agency and, if required, any Noteholder, any Opinions of Counsel required by the related        Supplement, including without limitation with respect to enforceability and security         interest perfection issues;                      (v)   no Early Amortization Event or Event of Default has occurred and         is then continuing (or would result from the issuance of such additional Series) and that the         issuance of such additional Series would not result in an Early Amortization Event or an         Event of Default and the Issuer shall have delivered to the Indenture Trustee an Officer’s         Certificate stating the same;                      (vi)  such other conditions as shall be specified in the related Supplement;         and                      (vii) the Issuer shall have delivered to the Indenture Trustee an Officer’s         Certificate that all of the conditions specified in clauses (i) through (vi) have been satisfied.      Upon satisfaction of the above conditions, the Indenture Trustee shall execute the Supplement and   authenticate, execute and deliver the Notes of such Series; provided, however, that, prior to the   issuance of Notes of any Series after the Closing Date, the Issuer shall receive an Opinion of   Counsel (a copy of which Opinion of Counsel shall be delivered by the Issuer to the Indenture   Trustee) to the effect that, for U.S. federal income tax purposes, the issuance of the Notes of such   Series will not (x) adversely affect the tax characterization as debt of any outstanding Notes of any  Series for which an Opinion of Counsel was rendered in connection with the original issuance of  such Notes to the effect that such Notes are treated as debt for federal tax purposes and (y) such  issuance will not cause the Issuer to be treated as an association (or publicly traded partnership)  taxable as a corporation; and provided further that, notwithstanding any other provision of this  Article, clauses (i), (iii) and (iv) of this Section shall not apply to the issuance of the initial Series  of Notes or the related Supplement.               (c)   Notwithstanding any other provision of this Indenture, no Subject Notes  may be issued hereunder except in a transaction or transactions (i) that are not required to be  registered under the Securities Act and (ii) to the extent such issuance is not required to be so  registered by reason of Regulation S under the Securities Act, that would not be required to be so  registered if the interests so offered or sold were offered and sold within the United States.  Any  purported issuance of any Subject Notes in violation of the immediately preceding sentence shall  be void to the greatest extent permitted under Applicable Law.                                           45   737897515 20654080 





 






                                      ARTICLE XI                                                                         NOTEHOLDERS LISTS          Section 1101 Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders.    Unless otherwise provided in the related Supplement, the Issuer will furnish or cause to be   furnished to the Indenture Trustee (i) not more than ten (10) days after receipt of a request from  the Indenture Trustee, a list, in such form as the Indenture Trustee may reasonably require, of the  names and addresses, tax identification numbers of, and any other information with respect thereto,  the Noteholders as of such date, and (ii) at such other times as the Indenture Trustee may request  in writing, within 30 days after the receipt by the Issuer of any such request, a list of similar form  and content as of a date not more than 15 days prior to the time such list is furnished; provided,  however, that so long as the Indenture Trustee maintains the Note Register, no such lists shall be  required to include the names and addresses received by the Indenture Trustee in such capacity;  provided, further, that if the Indenture Trustee is the Note Registrar, all references in this Section  to the Issuer shall be deemed to refer instead to the Indenture Trustee.         Section 1102 Preservation of Information; Communications to Noteholders.  The   Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and   addresses of Noteholders contained in the most recent list furnished to the Indenture Trustee as   provided in Section 1101 and the names and addresses of Noteholders received by the Indenture   Trustee in its capacity as Note Registrar.  The Indenture Trustee may destroy any list furnished to   it as provided in Section 1101 upon receipt of a new list so furnished.                                     ARTICLE XII                                                                     MISCELLANEOUS PROVISIONS          Section 1201 Compliance Certificates and Opinions.  (a)  Upon any application or request   by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture or   any Supplement, the Issuer shall furnish to the Indenture Trustee a certificate stating that all   conditions precedent, if any, provided for in this Indenture and any relevant Supplement relating   to the proposed action have been complied with and, if required pursuant to the terms of this   Indenture, an Opinion of Counsel stating that in the opinion of such counsel all such conditions   precedent, if any, have been complied with, except that in the case of any such application or   request as to which the furnishing of such documents is specifically required by any provision of   this Indenture relating to such particular application or request, no additional certificate or opinion   need be furnished.                (b)   Every certificate or opinion with respect to compliance with a condition or   covenant provided for in this Indenture shall include:                      (i)   a statement that each individual signing such certificate or opinion         has read such covenant or condition and the definitions herein relating thereto;                                           46   737897515 20654080 





 






                     (ii)  a brief statement as to the nature and scope of the examination or        investigation upon which the statements or opinions contained in such certificate or opinion       are based;                    (iii) a statement that, in the opinion of each such individual, he has made        such examination or investigation as is necessary to enable him to express an informed        opinion as to whether such covenant or condition has been complied with; and                     (iv)  a statement as to whether, in the opinion of each such individual,        such condition or covenant has been complied with; provided that in the case of an opinion        delivered by a law firm, such opinion may, but need not, make such statements with regard        to the individual signing such opinion.         Section 1202 Form of Documents Delivered to Indenture Trustee.  (a)  In any case where  several matters are required to be certified by, or covered by an opinion of, any specified Person,  it is not necessary that all such matters be certified by, or covered by the opinion of, only one such  Person, or that they be so certified or covered by only one document, but one such Person may  certify or give an opinion with respect to some matters and one or more other such Persons as to  other matters, and any such Person may certify or give an opinion as to such matters in one or  several documents.               (b)   Any certificate or opinion may be based, insofar as it relates to legal matters,  upon a certificate or opinion of, or representations by, another Person, unless the Person providing  such certificate or opinion knows that the certificate or opinion or representations with respect to  the matters upon which such Person’s certificate or opinion is based are erroneous.               (c)   Where any Person is required to make, give or execute two or more  applications, requests, consents, certificates, statements, opinions or other instruments under this  Indenture, they may, but need not, be consolidated and form one instrument.         Section 1203 Acts of Noteholders.  (a)  Any request, demand, authorization, direction,  notice, consent, waiver or other action provided by this Indenture or any Supplement to be given  or taken by Noteholders may be (i) embodied in and evidenced by one or more instruments of  substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in  writing, (ii) evidenced by the written consent or direction of Noteholders of the specified  percentage of the principal amount of the Notes, or (iii) evidenced by a combination of such  instrument or instruments; and, except as herein otherwise expressly provided, such action shall  become effective when such instrument or instruments, or consent or direction, are delivered to  the Indenture Trustee and, where it is hereby expressly required, to the Issuer.  Proof of execution  of any such instrument or of a writing appointing any such agent or of the execution of any written  consent or direction shall be sufficient for any purpose of this Indenture and conclusive in favor of  the Indenture Trustee and the Issuer, if made in the manner provided in this Section.               (b)   The fact and date of the execution by any Person of any such instrument or  writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary  public or other officer authorized by law to take acknowledgments of deeds, certifying that the  individual signing such instrument or writing acknowledged to him the execution thereof.  Where                                         47  737897515 20654080 





 






     such execution is by a signer acting in a capacity other than his individual capacity, such certificate  or affidavit shall also constitute sufficient proof of his authority.  The fact and date of the execution  of any such instrument or writing, or the authority of the Person executing the same, may also be  proved in any other manner which the Indenture Trustee deems sufficient.               (c)   The ownership of Notes shall be proved by the Note Register.               (d)   Any request, demand, authorization, direction, notice, consent, waiver or   other Act of the Noteholder shall bind every future Noteholder of the same Note and the   Noteholder of every Note issued upon the registration of transfer thereof or in exchange therefor  or in lieu thereof in respect of anything done, omitted or suffered to be done by the Indenture  Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such  Note.         Section 1204 Limitation of Right.  Except as expressly set forth in this Indenture, this   Indenture shall be binding upon the Issuer, the Noteholders and their respective successors and  permitted assigns and shall not inure to the benefit of any Person other than the parties hereto, the  Noteholders and the Manager as provided herein.          Section 1205 Severability.  If any provision of this Indenture is held to be in conflict with   any applicable statute or rule of law or is otherwise held to be unenforceable for any reason  whatsoever, such circumstances shall not have the effect of rendering the provision in question  inoperative or unenforceable in any other case or circumstance, or of rendering any other provision  or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever.         The invalidity of any one or more phrases, sentences, clauses or Sections of this Indenture  shall not affect the remaining portions of this Indenture, or any part thereof.         Section 1206 Notices.  (a)  All demands, notices, instructions, directions and   communications hereunder shall be in writing, personally delivered, or by facsimile (with   subsequent telephone confirmation of receipt thereof) or such other electronic means of transmittal   as shall be designated by the intended recipient in a written notice to the other parties, or sent by   internationally recognized overnight courier service to:                Manager: Triton Container International Limited                                 100 Manhattanville Road                                 Purchase, New York 10577-2135                                 Attn: Treasurer                                 Fax: 914-697-2526                Issuer:           Triton Container Finance VIII LLC                                 100 Manhattanville Road                                 Purchase, New York 10577-2135                                  Attn: Treasurer                Indenture Trustee:  Wilmington Trust, National Association                                 1100 North Market Street                                 Wilmington, Delaware 19890-1605                                          48   737897515 20654080 





 






                                 Attention:  Corporate Trust Administration/Robert Perkins                                Fax: 302-651-8947                            Transition Agent:  Wilmington Trust, National Association                                1100 North Market Street                                Wilmington, Delaware 19890-1605                                Attention:  Corporate Trust Administration/Robert Perkins                                Fax: 302-651-8947   or at such other address as shall be designated by such party in a written notice to the other parties.   Any notice required or permitted to be given to a Noteholder shall be given by certified first class  mail, postage prepaid (return receipt requested), or by courier, or by facsimile, with subsequent  telephone confirmation of receipt thereof, or other electronic means customary for or designated  by such Noteholder, in each case pursuant to the delivery instructions furnished by such  Noteholder.  Notice shall be effective and deemed received (a) two (2) days after being delivered  to the courier service, if sent by courier, (b) upon receipt of confirmation of transmission, if sent  by fax or other electronic means, or (c) when delivered, if delivered by hand.  Any rights to notices  conveyed to a Rating Agency pursuant to the terms of this Indenture with respect to any Series or  Class shall terminate immediately if such Rating Agency no longer has a rating outstanding with  respect to such Series or Class.         Section 1207 Consent to Jurisdiction.  ANY LEGAL SUIT, ACTION OR  PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, OR ANY  TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL  OR STATE COURT IN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND EACH  PARTY HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR  HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR  PROCEEDING, AND, SOLELY FOR THE PURPOSES OF THIS INDENTURE, EACH  PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE  JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.         Section 1208 Captions.  The captions or headings in this Indenture are for convenience  only and in no way define, limit or describe the scope or intent of any provisions or sections of  this Indenture.         Section 1209 Governing Law.  THE INDENTURE SHALL BE CONSTRUED BY AND  INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,  INCLUDING SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW BUT  OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW,  AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO SHALL  BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.         Section 1210 No Petition.  The Indenture Trustee, on its own behalf, hereby covenants  and agrees, and each Noteholder by its acquisition of a Note shall be deemed to covenant and  agree, that it will not institute (or cause or direct or solicit any Person to institute) against the Issuer  any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other  proceedings under any federal or state bankruptcy or similar law, at any time other than on a date                                         49  737897515 20654080 





 






     which is at least one (1) year and one (1) day after the last date on which any Note of any Series   was Outstanding.          Section 1211 Patriot Act.  The parties hereto acknowledge that in accordance with the   Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its   implementing regulations, the Indenture Trustee in order to help fight the funding of terrorism and  money laundering, is required to obtain, verify, and record information that identifies each person  or legal entity that establishes a relationship or opens an account with the Indenture Trustee.  Each  party hereby agrees that it shall provide the Indenture Trustee with such information as the   Indenture Trustee may request that will help Indenture Trustee to identify and verify each party’s   identity, including without limitation each party’s name, physical address, tax identification   number, organizational documents, certificate of good standing, license to do business, or other   pertinent identifying information.          Section 1212 WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO   HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTIES HERETO, ANY   RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR  PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE),  INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS  INDENTURE OR ANY OTHER TRANSACTION DOCUMENT, INCLUDING IN RESPECT   OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR   THEREOF.          Section 1213 Waiver of Immunity.  To the extent that any party hereto or any of its   property is or becomes entitled at any time to any immunity on the grounds of sovereignty or   otherwise from any legal actions, suits or Proceedings, from set-off or counterclaim, from the   jurisdiction or judgment of any competent court, from service of process, from execution of a   judgment, from attachment prior to judgment, from attachment in aid of execution, or from   execution prior to judgment, or other legal process in any jurisdiction, such party, for itself and its   successors and assigns and its property, does hereby irrevocably and unconditionally waive, and   agrees not to plead or claim, any such immunity with respect to its obligations, liabilities or any   other matter under or arising out of or in connection with this Indenture, the other Transaction   Documents or the subject matter hereof or thereof, subject, in each case, to the provisions of the   Transaction Documents and mandatory requirements of Applicable Law.          Section 1214 Judgment Currency.  The parties hereto (A) acknowledge that the matters   contemplated by this Indenture are part of an international financing transaction and (B) hereby  agree that (i) specification and payment of Dollars is of the essence, (ii) Dollars shall be the  currency of account in the case of all obligations under the Transaction Documents unless  otherwise expressly provided herein or therein, (iii) the payment obligations of the parties under  the Transaction Documents shall not be discharged by an amount paid in a currency or in a place  other than that specified with respect to such obligations, whether pursuant to a judgment or  otherwise, except to the extent actually received by the Person entitled thereto and converted into  Dollars by such Person (it being understood and agreed that, if any party hereto shall so receive an  amount in a currency other than Dollars, it shall (A) if it is not the Person entitled to receive  payment, promptly return the same (in the currency in which received) to the Person from whom  it was received or (B) if it is the Person entitled to receive payment, either, in its sole discretion,                                          50   737897515 20654080 





 






     (x) promptly return the same (in the currency in which received) to the Person from whom it was   received or (y) subject to reasonable commercial practices, promptly cause the conversion of the   same into Dollars), (iv) to the extent that the amount so paid on prompt conversion to Dollars  under normal commercial practices does not yield the requisite amount of Dollars, the obligee of  such payment shall have a separate cause of action against the party obligated to make the relevant  payment for the additional amount necessary to yield the amount due and owing under the  Transaction Documents, (v) if, for the purpose of obtaining a judgment in any court with respect  to any obligation under any of the Transaction Documents, it shall be necessary to convert to any  other currency any amount in Dollars due thereunder and a change shall occur between the rate of  exchange applied in making such conversion and the rate of exchange prevailing on the date of  payment of such judgment, the obligor in respect of such obligation will pay such additional  amounts (if any) as may be necessary to insure that the amount paid on the date of payment is the  amount in such other currency which, when converted into Dollars and transferred to New York  City, New York, in accordance with normal banking procedures, will result in realization of the  amount then due in Dollars and (vi) any amount due under this paragraph shall be due as a separate  debt and shall not be affected by or merged into any judgment being obtained for any other sum  due under or in respect of the Transaction Documents.         Section 1215 Consents and Approvals.  If a consent or approval from any Person (other   than the Indenture Trustee, the Transition Agent, the Issuer and other than any Noteholder) is   required to be provided to the Issuer under this Indenture or any Supplement, such consent or   approval shall be deemed to have been given if the Issuer does not receive a written objection from   such Person within ten (10) Business Days after a written request by the Issuer for such consent or   approval shall have been given.          Section 1216 Counterparts.  This Indenture may be executed in any number of   counterparts, all of which shall constitute one and the same instrument, and any party hereto may   execute this Indenture by signing and delivering one or more counterparts.          Section 1217 Signatures.  This Indenture may be executed by an authorized individual on   behalf of each party hereto by means of (i) an electronic signature that complies with the federal   Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform   Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to   the extent applicable; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied   manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature   shall for all purposes have the same validity, legal effect, and admissibility in evidence as an   original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall  have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual  signature of any other party and shall have no duty to investigate, confirm or otherwise verify the  validity or authenticity thereof.  Notwithstanding the foregoing, with respect to any notice provided  for in this Indenture or any instrument required or permitted to be delivered hereunder, any party  hereto receiving or relying upon such notice or instrument shall be entitled to request execution  thereof by original manual signature as a condition to the effectiveness thereof.         Section 1218 Multiple Roles.  The parties expressly acknowledge and consent to   Wilmington Trust, National Association acting in the multiple capacities of Securities   Intermediary, Paying Agent, Note Registrar and in the capacity as Indenture Trustee.  Wilmington                                          51   737897515 20654080 





 






   Trust, National Association may, in such multiple capacities, discharge its separate functions fully,  without hindrance or regard to conflict of interest principles or other breach of duties to the extent  that any such conflict or breach arises from the performance by Wilmington Trust, National  Association of express duties set forth in this Indenture and any other transaction documents in  any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by  the other parties hereto except in the case of gross negligence or, with respect to Fund Control  Matters, negligence (other than errors in judgment) and willful misconduct by Wilmington Trust,  National Association.                                             52  737897515 20654080 





 






               IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this  Indenture to be duly executed and delivered, all as of the day and year first above written.                                       TRITON CONTAINER FINANCE VIII LLC,                                       By:   Triton Container International Limited, its                                            manager                                       By:   /s/ Michael S. Pearl                                       Name: Michael S. Pearl                                       Title: Vice President and Treasurer                                                                     TCF VIII INDENTURE  737897515 20654080 





 






                                       WILMINGTON TRUST, NATIONAL                                      ASSOCIATION,                                       Not individually but solely as Indenture Trustee                                       By: /s/ Robert J. Perkins                                       Name:  Robert J. Perkins                                       Title:    Vice President                                                                     TCF VIII INDENTURE  737897515 20654080 





 






                                      EXHIBIT A                               INVESTMENT LETTER                            (Transfers pursuant to Rule 144A)          FOR VALUE RECEIVED the undersigned registered Noteholder (the “Seller”) hereby  sell(s), assign(s) and transfer(s) unto (please print or type name and address including postal zip  code of assignee):             (The “Purchaser”),   Taxpayer Identification No.     , [$    of] [Series _____   Asset Backed Note bearing number _____] (the “Note”) and all rights thereunder, hereby   irrevocably constituting and appointing        attorney to transfer   the Note on the books of the Issuer with full power of substitution in the premises.          1.    In connection with such transfer and in accordance with Section 205 of the   Indenture (as amended or supplemented from time to time as permitted thereby, the “Indenture”),  dated as of September 21, 2020 between Triton Container Finance VIII LLC (the “Issuer”) and  Wilmington Trust, National Association (the “Indenture Trustee”), the Seller hereby certifies the  following facts to the Issuer and the Indenture Trustee: Neither the Seller nor anyone acting on its  behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Note, any interest in  the Note or any other similar security to any Person in any manner, (b) solicited any offer to buy  or accept a transfer, pledge or other disposition of the Note, any interest in the Note or any other  similar security from, any Person in any manner, or (c) made any general solicitation by means of  general advertising or in any other manner, or taken any other action, in each case which would  constitute a distribution of the Note under the Securities Act of 1933, as amended (the “1933 Act”),  or which would render the disposition of the Note a violation of Section 5 of the 1933 Act or  require registration pursuant thereto.         Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to  such terms in the Indenture, or if not defined therein, as defined in the Series _________  Supplement, dated as of ______, as amended or modified from time to time between the Issuer  and the Indenture Trustee.         2.     The Purchaser warrants and represents to, and covenants with the Issuer and the  Indenture Trustee pursuant to Section 205 of the Indenture as follows:               (a)   The Purchaser understands that the Note has not been registered under the        1933 Act or the securities laws of any State.               (b)    The Purchaser is acquiring the Note for investment for its own account only        and not for any other Person.               (c)    The Purchaser is a substantial, sophisticated institutional investor having        such knowledge and experience in financial and business matters that it is capable of        evaluating the merits and risks of investment in the Note.                                   Exhibit A – Page 1   737897515 20654080 





 






               (d)   The Purchaser is a “qualified institutional buyer” as that term is defined in        Rule 144A under the 1933 Act (“Rule 144A”) and has completed either of the forms of        certification to that effect attached hereto as Annex 1 or Annex 2.  The Purchaser is aware        that the sale to it is being made in reliance on Rule 144A.  The Purchaser is acquiring the        Note for its own account or for the account of another qualified institutional buyer,        understands that such Note may be offered, resold, pledged or transferred only (i) to a        qualified institutional, buyer, or to an offeree or purchaser that the Purchaser reasonably        believes is a qualified institutional buyer, that purchases for its own account or for the        account of another qualified institutional buyer to whom notice is given that the resale,        pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another        exemption from registration under the 1933 Act.               (e)  The Purchaser is not a Competitor.         3.    The Purchaser of a Note represents and warrants to the Indenture Trustee that the  following statement is true and correct: the Purchaser is not acquiring and will not hold the Note  with the plan assets of a Benefit Plan or any other plan that is subject to Similar Law or (ii) (a) the  Notes are rated investment grade or better by a nationally recognized statistical rating agency at  the time or purchase or transfer and have not been characterized as other than indebtedness for  applicable local law purposes and (b) the acquisition, holding and disposition of the Note will not  give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the  Code or Similar Law.  [This representation and warranty with respect to a Series of Notes shall be  replaced by a different ERISA representation and warranty if so specified in the Supplement for  such Series of Notes]         4.    This document may be executed in one or more counterparts and by the different  parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be  an original; such counterparts, together, shall constitute one and the same document.                                       Exhibit A – Page 2  737897515 20654080 





 






         IN WITNESS WHEREOF, each of the parties have caused this document to be executed  by their duly authorized officers as of the date set forth below.                                       __________________________________________                                      Seller                                       By: ____________________________________                                            Name:                                            Title:                                            Taxpayer Identification No. _____                                       Date: _____________________________________                                       __________________________________________                                      Purchaser                                       By: ____________________________________                                            Name:                                            Title:                                            Taxpayer Identification No. _____                                       Date: _____________________________________                                       Exhibit A – Page 3  737897515 20654080 





 






                                                            ANNEX 1 TO EXHIBIT A           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A                 [For Purchasers Other Than Registered Investment Companies]          The undersigned hereby certifies as follows to the parties identified in Section 2 of the   attached Investment Letter:          1.    As indicated below, the undersigned is the President, Chief Financial Officer,   Senior Vice President or other senior executive officer of the Purchaser.          2.   The Purchaser is a “qualified institutional buyer” as that term is defined in Rule   144A under the Securities Act of 1933 (“Rule 144A”) because (i) the Purchaser owned and/or   invested on a discretionary basis $______1 in securities (except for the excluded  securities referred   to in paragraph 3 below) as of the end of the Purchaser’s most recent fiscal year (such amount   being calculated in accordance with Rule 144A) and (ii) the Purchaser satisfies the criteria in the   category marked below.    ____  Corporation. etc.  The Purchaser is a corporation (other than a bank, savings and loan         association or similar institution), a Massachusetts or similar business trust, a partnership,         or a charitable organization described in Section 501(c)(3) of the Internal Revenue Code.    ____  Bank.  The Purchaser (a) is a national bank or banking institution organized under the laws         of any State, territory or the District of Columbia, the business of which is substantially         confined to banking and is supervised by the State or territorial banking commission or         similar official or is a foreign bank or equivalent institution, and (b) has an audited net         worth of at least $25,000,000 as demonstrated in its latest annual financial Statements, a         copy of which is attached hereto.    ____  Savings and Loan.  The Purchaser (a) is a savings and loan association, building and loan         association, cooperative bank, homestead association or similar institution, which is         supervised and examined by a state or federal authority having supervision over any such         institutions, or is a foreign savings and loan association or equivalent institution and (b)        has an audited net worth of at least $25,000,000 as demonstrated in its latest annual        financial Statements, a copy of which is attached hereto.   ____  Broker-dealer.  The Purchaser is a dealer registered pursuant to Section 15 of the Securities         Exchange Act of 1934.    ____  Insurance Company.  The Purchaser is organized as an insurance company whose primary         and predominant business activity is the writing of insurance or the reinsuring of risks                                                        1 Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer  registered pursuant to Section 15 of the Securities Exchange Act of 1934, and, in that case, Buyer must own and/or  invest on a discretionary basis at least $10,000,000 in securities.                                   Exhibit A – Page 4   737897515 20654080 





 






           underwritten by insurance companies, and which is subject to supervision by the insurance,         commissioner or a similar official or agency of a State, territory or the District of Columbia.    ____  State or Local Plan.  The Purchaser is a plan established and maintained by a State, its         political subdivisions, or any agency or instrumentality of the State or its political         subdivisions, for the benefit of its employees.    ____  ERISA Plan.  The Purchaser is an employee benefit plan within the meaning of Title I of         the Employee Retirement Income Security Act of 1974.    ____  Investment Advisor.  The Purchaser is an investment advisor registered under the         Investment Advisers Act of 1940.          3.    The term “securities” as used herein does not include (i) securities of issuers that   are affiliated with the Purchaser, (ii) securities that are part of an unsold allotment to or   subscription by the Purchaser, if the Purchaser is a dealer, (iii) securities issued or guaranteed by   the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan   participations, (vi) repurchase agreements, (vii) securities owned but subject to a repurchase   agreement and (viii) currency, interest rate and commodity swaps.          4.    For purposes of determining the aggregate amount of securities owned and/or   invested on a discretionary basis by the Purchaser, the Purchaser used the cost of such securities   to the Purchaser (except as provided in Rule 144A(a)(3)) and did not include any of the securities   referred to in the preceding paragraph.  Further, in determining such aggregate amount, the   Purchaser may have included securities owned by subsidiaries of the Purchaser, but only if such   subsidiaries are consolidated with the Purchaser in its financial Statements prepared in accordance   with generally accepted accounting principles and if the investments of such subsidiaries are   managed under the Purchaser’s direction.  However, such securities were not included if the   Purchaser is a majority-owned, consolidated subsidiary of another enterprise and the Purchaser is   not itself a reporting company under the Securities Exchange Act of 1934.          5.    The Purchaser acknowledges that it is familiar with Rule 144A and understands   that the seller to it and other parties related to the Notes are relying and will continue to rely on the   Statements made herein because one or more sales to the Purchaser may be in reliance on Rule   144A.                 Will the Purchaser be purchasing the   Yes    No    Note only for Purchaser’s own account?            6.    If the answer to the foregoing question is “no”, the Purchaser agrees that, in   connection with, any purchase of securities sold to the Purchaser for the account of a third party   (including any separate account) in reliance on Rule 144A, the Purchaser will only purchase for   the account of a third party that at the time is a “qualified institutional buyer” within the meaning   of Rule 144A.  In addition, the Purchaser agrees that the Purchaser will not purchase securities for  a third party unless the Purchaser has obtained a certificate from such third party substantially  identical to this certification or taken other appropriate steps contemplated by Rule 144A to                                    Exhibit A – Page 5   737897515 20654080 





 






   conclude that such third party independently meets the definition of “qualified institutional buyer”  set forth in Rule 144A.         7.    The Purchaser will notify each of the parties to which this certification is made of  any changes in the information and conclusions herein.  Until such notice is given, the Purchaser’s  purchase of the Note will constitute a reaffirmation of this certification as of the date of such  purchase.                                       _________________________________________                                      Print Name of Purchaser                                       By:    ___________________________________                                            Name:                                             Title:                                       Date: ____________________________________                                       Exhibit A – Page 6  737897515 20654080 





 






                                                            ANNEX 2 TO EXHIBIT A           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A                  [For Purchasers That Are Registered Investment Companies]          The undersigned hereby certifies as follows to the parties identified in Section 2 of the   attached Investment Letter:          1.   As indicated below, the undersigned is the President, Chief Financial Officer or   Senior Vice President or other senior executive officer of the Purchaser or, if the Purchaser is a   “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of   1933 (“Rule 144A”) because Purchaser is part of a Family of Investment Companies (as defined   below), is such an officer of the Adviser.          2.    The Purchaser is a “qualified institutional buyer” as defined in SEC Rule 144A   because (i) the Purchaser is an investment company registered under the Investment Company Act   of 1940, and (ii) as marked below, the Purchaser alone, or the Purchaser’s Family of Investment   Companies, owned at least $100,000,000 in securities (other than the excluded securities referred   to below) as of the end of the Purchaser’s most recent fiscal year.  For purposes of determining the   amount of securities owned by the Purchaser or the Purchaser’s Family of Investment Companies,   the cost of such securities was used (except as provided in Rule 144(a)(3)).    ____  The Purchaser owned $               in securities (other than the excluded         securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such         amount being calculated in accordance with Rule 144A).    ____   The Purchaser is part of a Family of Investment Companies which owned in the aggregate          $          in securities (other than the excluded securities referred to below) as of the         end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance         with Rule 144A).          3.    The term “Family of Investment Companies” as used herein means two or more   registered investment companies (or series thereof), except for a unit investment trust whose assets   consist solely of shares on one or more registered investment companies that have the same   investment adviser or investment advisers that are affiliated (by virtue of being majority owned   subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary  of the other), or, in the case of unit investment trusts, the same depositor.         4.     The term “securities” as used herein does not include (i) securities of issuers that  are affiliated with the Purchaser or are part of the Purchaser’s Family of Investment Companies,   (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit   notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities   owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity   swaps.          5.    The Purchaser acknowledges that it is familiar with Rule 144A and understands   that the seller to it and the other parties related to the Note are relying and will continue to rely on                                   Exhibit A – Page 7   737897515 20654080 





 






     the Statements made herein because one or more sales to the Purchaser will be in reliance on Rule   144A.          6.   The undersigned will notify the parties addressed the Purchaser Letter to which this   certification relates of any changes in the information and conclusions herein.  Until such notice,  the Purchaser’s purchase of the Note will constitute a reaffirmation of this certification by the  undersigned as of the date of such purchase.                                        _________________________________________                                       Print Name of Purchaser or Adviser                                        By: ____________________________________                                             Name:                                             Title:                                        IF AN ADVISER:                                        __________________________________________                                       Print Name of Purchaser                                        Date: ____________________________________                                        Exhibit A – Page 8   737897515 20654080 





 






                                    EXHIBIT B                         FORM OF CONTROL AGREEMENT                                    [See attached]                                      Exhibit B – Page 1  737897515 20654080 





 






                    SECURITIES ACCOUNT CONTROL AGREEMENT          This Securities Account Control Agreement dated as of [_], 20[_] (this “Agreement”)   among Triton Container Finance VIII LLC, a limited liability company organized and existing   under the laws of the State of Delaware (the “Debtor”), WILMINGTON TRUST, NATIONAL   ASSOCIATION, a national banking organization, not in its individual capacity, but solely as   Indenture Trustee under the Indenture (the “Secured Party”), and WILMINGTON TRUST,   NATIONAL ASSOCIATION, acting as the securities intermediary (the “Securities   Intermediary”) is entered into pursuant to the provisions of Section 302(b) of that certain Indenture,  dated as of September 21, 2020, between the Debtor and the Secured Party (as amended, amended  and restated or otherwise modified from time to time, the “Indenture”).  Capitalized terms used  but not defined herein shall have the meaning assigned to them in the Indenture or, if not defined  therein, in the Series 20[_]-[_] Supplement, dated as of [_], 202[_], between the Debtor and the  Secured Party (as amended, amended and restated or otherwise modified from time to time, the  “Series 20[_]-[_] Supplement”).  All references herein to the “UCC” shall mean the Uniform   Commercial Code as in effect in the State of New York.                Section 1.  Establishment of Securities Accounts.  The Securities   Intermediary hereby confirms and agrees that:                 (a)   The Securities Intermediary has established the following non-interest         bearing trust accounts, each in the name “Triton Container Finance VIII LLC” and         maintained in the State of [ ] (such accounts and any successor accounts, the “Securities         Accounts”):             Name of Account                        Account Number             Series 20[_]-[_] Series Account        [_]             Series 20[_]-[_] Revenue Reserve Account  [_]             Series 20[_]-[_] Restricted Cash Account  [_]             Series 20[_]-[_] L/C Cash Account      [_]                (b)  All property delivered to the Securities Intermediary pursuant to the         Indenture and the Series 20[_]-[_] Supplement shall be promptly credited to the Securities        Accounts; and               (c)    The Securities Accounts are accounts to which financial assets are or may        be credited, and the Securities Intermediary shall, subject to the terms of this Agreement,        treat the Debtor as the owner and as being entitled to exercise the rights that comprise any        financial asset credited to the accounts.                                    Exhibit B – Page 2   737897515 20654080 





 






                 Section 2.  “Financial Assets” Election.  Each of the Debtor and the Securities   Intermediary hereby agrees that each item of property (whether investment property, financial   asset, security, instrument or uninvested funds) credited to the Securities Accounts shall be treated   as a “financial asset” within the meaning of Section 8-102 (a)(9) of the UCC.                Section 3.  Entitlement Orders.  If at any time the Securities Intermediary   shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) from  the Secured Party directing transfer or redemption of any financial asset relating to the Securities  Accounts, the Securities Intermediary shall comply with such entitlement order without further  consent by the Debtor or any other person.               Section 4.  Subordination of Lien, Waiver of Set-Off.  In the event that the   Securities Intermediary has, or subsequently obtains by agreement, by operation of law or   otherwise, a security interest in the Securities Accounts or any security entitlement credited   thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate   to the security interest created by the Indenture and the Series 20[_]-[_] Supplement.  The financial   assets and other items deposited to the Securities Accounts will not be subject to deduction, setoff,   banker’s lien, or any other right in favor of any person other than as created pursuant to the   Indenture and the Series 20[_]-[_] Supplement.                Section 5.  Choice of Law.  This Agreement and the Securities Accounts (as   well as the securities entitlements related thereto) shall be governed by the laws of the State of   New York.  Regardless of any provision in any other agreement, for purposes of the UCC, the   State of New York shall be deemed to be the Securities Intermediary’s jurisdiction (as defined in   Section 8-110 of the UCC).  The law applicable to all issues specified in Article 2(1) of the Hague   Securities Convention is the law in force in the State of New York.               Section 6.  Conflict with Other Agreements.                (a)  In the event of any conflict between this Agreement (or any portion thereof)         and any other agreement now existing or hereafter entered into, the terms of this Agreement        shall prevail.               (b)    No amendment or modification of this Agreement or waiver of any right        hereunder shall be binding on any party hereto unless it is in writing, signed by all of the        parties hereto and consented to in writing by the Control Party for the Series 20[_]-[_]        Notes.               (c)    The Securities Intermediary hereby confirms and agrees that:                     (i)    There are no other agreements entered into between the Securities              Intermediary and the Debtor or any other person with respect to the Securities              Accounts;                     (ii)   It has not entered into, and until the termination of this Agreement              will not enter into, any agreement with any other person relating to the Securities              Accounts and/or any financial asset credited thereto pursuant to which it has agreed               to comply with entitlement orders of such other person; and                                   Exhibit B – Page 3   737897515 20654080 





 






                       (iii)  It has not entered into, and until the termination of this Agreement               will not enter into, any agreement with the Debtor or the Secured Party purporting               to limit or condition the obligation of the Securities Intermediary to comply with               entitlement orders as set forth in Section 3 hereof.                Section 7.  Adverse Claims.  Except for the claims and interest of the Secured   Party and of the Debtor in the Securities Accounts, the Securities Intermediary does not know of  any claim to, or interest in, the Securities Accounts or in any financial asset credited thereto.  If  any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment,  judgment, warrant of attachment, execution or similar process) against the Securities Accounts or   in any financial asset carried therein, the Securities Intermediary will promptly notify the Debtor,   the Secured Party and the Manager hereof.                Section 8.  Maintenance of the Securities Accounts.  In addition to, and not   in lieu of, the obligation of the Securities Intermediary to honor entitlement orders as agreed in   Section 3 hereof, the Securities Intermediary agrees to maintain the Securities Accounts as follows:                (a)   Sole Control.  The parties hereto agree that the Secured Party shall have         sole “control” (within the meaning of Section 8-106 of the UCC) of the Securities Accounts        as of the date hereof, without any additional consent or action by any party whatsoever.               (b)   Eligible Investments.  The Securities Intermediary shall make all Eligible         Investments with respect to each Securities Account in accordance with Section 302(a) of         the Indenture; provided that this sentence shall not limit the rights of the Secured Party         pursuant to this Agreement.                (c)  Statements and Confirmations.  The Securities Intermediary will promptly         send copies of, or make available electronically, all statements, confirmations and other         correspondence concerning the Securities Accounts and/or any financial assets credited         thereto simultaneously to each of the Debtor, the Secured Party, the Manager and each         Initial Purchaser at the address referenced in Section 12 of this Agreement.                (d)   Tax Reporting.  All items of income, gain, expense and loss recognized in         the Securities Accounts shall be reported to the Internal Revenue Service and all state and        local taxing authorities under the name and taxpayer identification number of the Debtor.               (e)    Deposit Control.  Notwithstanding the intent of the parties hereto and of the         parties to the Indenture and the Series 20[_]-[_] Supplement, to the extent that any         Securities Account shall be determined to constitute a “deposit account” within the         meaning of Section 9-102(a)(29) of the UCC, such Securities Account shall be subject to         the exclusive control of the Secured Party and the Securities Intermediary (A) shall treat         the Secured Party as the Securities Intermediary’s sole “customer” (within the meaning of         Section 9-104 of the UCC) with respect to such deposit account, and (B) shall comply with         instructions from the Secured Party, which may be in the form of standing instructions.                Section 9.  Representations, Warranties and Covenants of the Securities   Intermediary.  The Securities Intermediary hereby makes the following representations,   warranties and covenants:                                   Exhibit B – Page 4   737897515 20654080 





 






                 (a)  The Securities Accounts have been established as set forth in Section 1        above and the Securities Accounts will be maintained in the manner set forth herein until         termination of this Agreement;                (b)   Wilmington Trust, National Association is, and shall remain for the term of         this Agreement, a “securities intermediary” as defined within the meaning of Section 8-        102(a)(14) of the UCC and shall treat each of Securities Accounts as a “securities account”         within the meaning of Section 8-501(a) of the UCC;                (c)   The Securities Intermediary shall not change the name or the account        number of any of the Securities Accounts without the prior written consent of the Secured         Party and prior written notice to the Debtor;                (d)  This Agreement is the valid and legally binding obligations of the Securities         Intermediary;                (e)   No agreement, within the meaning of Section 357.11(b)(1) of the Treasury         Regulations (or substantially similar provisions in other Federal Regulations) or Section 8-        110(e)(1) or Section 9-305 of the Uniform Commercial Code in respect of the Securities         Accounts or any of such Collateral provides that a jurisdiction other than the State of New         York is the jurisdiction of the Securities Intermediary for purposes of Article 8 or Article 9         of the Uniform Commercial Code;                (f)  The Securities Intermediary has not entered into, and until the termination         of this Agreement will not enter into, any agreement with any other person relating to the        Securities Accounts and/or any financial asset credited thereto pursuant to which the        Securities Intermediary has agreed to comply with entitlement orders of such person.  The        Securities Intermediary has not entered into any other agreement with the Debtor or the        Secured Party purporting to limit or condition the obligation of the Securities Intermediary        to comply with entitlement orders as set forth in Section 3 hereof; and               (g)    The Securities Intermediary has one or more offices in the United States        that will administer the Securities Accounts.               Section 10.  Granting  Clause.  As security for all amounts owed and any   remaining payments of interest and principal under the Indenture and the Series 20[_]-[_]   Supplement, the Debtor hereby pledges, assigns and conveys to the Secured Party for the benefit  of the Series 20[_]-[_] Noteholders, all of its right, title and interest in and to the Securities  Accounts and all securities, cash, investments, Securities Entitlements or other financial assets   now or hereafter credited thereto.                Section 11.  Successors; Assignment.  The terms of this Agreement shall be   binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate   successors or heirs and personal representatives who obtain such rights solely by operation of law.    The Secured Party may assign its rights hereunder only with the express written consent of the   Securities Intermediary and by sending written notice of such assignment to the Debtor.                                    Exhibit B – Page 5   737897515 20654080 





 






                 Section 12.  Notices.  Any communication, notice or demand to be given   hereunder shall be duly given hereunder if given in the form and manner, and delivered to the   address set forth in the Indenture, or in such other form and manner or to such other address as   shall be designated by any party hereto to each other party hereto in a written notice delivered in   accordance with the terms of the Indenture.                Section 13.  Termination.  The rights and powers granted herein to the Secured   Party, granted in order to perfect its security interest in the Securities Accounts, are powers coupled   with interest and will neither be affected by the bankruptcy of the Debtor nor by the lapse of time.    The obligations of the Securities Intermediary with respect to any Securities Account hereunder   shall continue in effect until the security interests of the Secured Party in such Securities Account   have been terminated pursuant to the terms of this Agreement and the Secured Party has notified   the Securities Intermediary of such termination in writing.  The Secured Party agrees to provide   Notice of Termination in substantially the form of Exhibit A hereto to the Securities Intermediary   upon the request of the Debtor on or after the termination of the Secured Party’s security interest  in any Securities Account pursuant to the terms of this Agreement and the Indenture or the Series  20[_]-[_] Supplement (as applicable).  Notwithstanding the foregoing, the Securities Intermediary   may resign in the event that Wilmington Trust, National Association ceases to be the Indenture   Trustee.                Section 14.  Counterparts.  This Agreement may be executed in any number of   counterparts, all of which shall constitute one and the same instrument, and any party hereto may   execute this Agreement by signing and delivering one or more counterparts. This Agreement may   be executed by an authorized individual on behalf of each party hereto by means of (i) an electronic   signature that complies with the federal Electronic Signatures in Global and National Commerce   Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant   electronic signatures law, in each case to the extent applicable; (ii) an original manual signature;   or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed,   scanned, or photocopied manual signature shall for all purposes have the same validity, legal   effect, and admissibility in evidence as an original manual signature. Each party hereto shall be   entitled to conclusively rely upon, and shall have no liability with respect to, any electronic   signature or faxed, scanned, or photocopied manual signature of any other party and shall have no   duty to investigate, confirm or otherwise verify the validity or authenticity thereof.   Notwithstanding the foregoing, with respect to any notice provided for in this Agreement or any   instrument required or permitted to be delivered hereunder, any party hereto receiving or relying  upon such notice or instrument shall be entitled to request execution thereof by original manual   signature as a condition to the effectiveness thereof.                Section 15.  No Implied or Increased Duties.  Nothing herein shall imply or   impose upon the Securities Intermediary any duties, obligations, responsibilities or liabilities, other   than those duties and responsibilities expressly agreed to herein and those as may be imposed upon  a securities intermediary under the UCC (or other applicable law); and in that regard, the Securities  Intermediary shall be entitled to all of the protections and benefits afforded to or available to a  securities intermediary under the UCC (and other applicable law).  Without limiting the generality  of the foregoing, nothing herein shall impose or imply on the part of the Securities Intermediary  any duties of a fiduciary nature, or any of the duties, responsibilities or liabilities of the Indenture  Trustee under the Indenture.                                   Exhibit B – Page 6   737897515 20654080 





 






               Section 16.  Rights, Duties, etc.; No Implied Covenants; Investigation.               (a)   Rights, Duties, etc.  The acceptance by the Securities Intermediary of its        duties hereunder is subject to the following terms and conditions which the parties to this        Agreement hereby agree shall govern and control with respect to the Securities        Intermediary’s rights, duties, liabilities and immunities hereunder:                     (i)   The Securities Intermediary shall be protected in acting or refraining              from acting upon any written notice, certificate, instruction, request or other paper              or document, as to the due execution thereof and the validity and effectiveness of             the provisions thereof and as to the truth of any information therein contained,              which the Securities Intermediary in good faith believes to be genuine;                     (ii)  The Securities Intermediary may consult with and obtain advice             from counsel of its own choice in the event of any dispute or question as to the             construction of any provision hereof or otherwise in connection with its duties             hereunder, and any action taken or omitted by the Securities Intermediary in             reasonable reliance upon such advice shall be full justification and protection to it;                    (iii)  The Securities Intermediary shall not be liable for any error of             judgment or for any act done or step taken or omitted except in the case of its gross             negligence or, with respect to Fund Control Matters, negligence, willful misconduct             or bad faith;                    (iv)   The Securities Intermediary shall have no duties hereunder except             those which are expressly set forth herein and in any modification or amendment             hereof; provided, however, that no such modification or amendment hereof shall              affect its duties unless it shall have given its prior written consent thereto;                    (v)    The Securities Intermediary may engage or be interested in any              financial or other transactions with any party hereto and may act on, or as              depositary, trustee or agent for, any committee or body of holders of obligations of              such Persons as freely as if it were not the Securities Intermediary hereunder; and                     (vi)  The Securities Intermediary shall not be obligated to take any action              which in its reasonable judgment would cause it to incur any expense or liability             not otherwise contemplated hereunder unless it has been furnished with an             indemnity with respect thereto which is reasonably satisfactory to the Securities             Intermediary.              (b)    No Implied Covenants.  No implied covenants or obligations on the part of        the Securities Intermediary shall be incorporated into this Agreement.  If in one or more        instances the Securities Intermediary takes any action or assumes any responsibility not       specifically delegated to it hereunder, neither the taking of such action nor the assumption       of such responsibility shall be deemed to be an express or implied undertaking on the part       of the Securities Intermediary that it will take the same or similar action or assume the       same or similar responsibility in any other instance.                                  Exhibit B – Page 7  737897515 20654080 





 






                 (c)   Investigation.  The Securities Intermediary shall not be bound to make any         investigation into the facts or matters stated in any resolution, certificate, statement,         instrument, opinion, report, notice, request, consent, order, approval, bond or other paper         or document, unless requested in writing to do so by the Debtor or the Indenture Trustee         (acting at the written direction, or with the written consent, of the Control Party for the         Series 20[_]-[_] Notes); provided, however, that if the payment within a reasonable time         to the Securities Intermediary of the costs, expenses or liabilities likely to be incurred by it         in the making of such investigation is, in the opinion of the Securities Intermediary, not         reasonably assured to the Securities Intermediary pursuant to the terms of this Agreement,         the Securities Intermediary may require reasonable indemnity from the Debtor against such        expense or liability as a condition to taking any such action.  The reasonable expense of        every such examination shall be paid by the Debtor or, if paid by the Securities        Intermediary, the reasonable expenses thereof which are documented in reasonable detail        shall be repaid by the Debtor upon demand from the Debtor’s own funds.               (d)    The Securities Intermediary shall be entitled to the rights, protections,        privileges, benefits, immunities and indemnities afforded to the Indenture Trustee under        the Indenture.               Section 17.  Indemnification.  The Debtor shall indemnify and hold the   Securities Intermediary and its directors, officers, employees and agents harmless against any loss,   liability or expense (including the reasonable and documented costs and expenses, including court   costs, of any action, claim or suit brought to enforce the Securities Intermediary’s right to   indemnification, including defending against any claim of liability) arising out of or in connection  with this Agreement or any action or inaction of the Securities Intermediary or any such person  hereunder, except such loss, liability or expense of any such person which shall result from its own  gross negligence or, with respect to Fund Control Matters, negligence, bad faith or willful  misconduct.  The obligation of the Debtor under this section shall survive the termination or  assignment of this Agreement and the resignation or removal of the parties hereto.               Section 18.  Consent to Jurisdiction; Waiver of Jury Trial.  ANY LEGAL   SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS   AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE   INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE COUNTY OF NEW YORK,   STATE OF NEW YORK AND EACH PARTY HERETO HEREBY WAIVES ANY   OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE   OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES   OF THIS AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO   THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT,   ACTION OR PROCEEDING.                EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS   AGAINST THE OTHER PARTIES HERETO, ANY RIGHTS IT MAY HAVE TO A JURY   TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN   CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING   UNDER OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION                                   Exhibit B – Page 8   737897515 20654080 





 






     DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR   ENFORCEMENT HEREOF OR THEREOF.                Section 19.  No Petition.  The Securities Intermediary hereby covenants that it   will not institute (or cause or direct or solicit any Person to institute) against the Debtor any   bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other   proceedings under any federal or state bankruptcy or similar law, at any time other than on a date   which is at least one (1) year and one (1) day after the last date on which any Note of any Series   was Outstanding.                Section 20.  PATRIOT Act.  The parties hereto acknowledge that in accordance   with the Customer Identification Program (CIP) requirements established under the Uniting and  Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct   Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001) and its   implementing regulations (collectively, USA PATRIOT Act), the Securities Intermediary in order   to help fight the funding of terrorism and money laundering, is required to obtain, verify, and   record information that identifies each person or legal entity that establishes a relationship or opens   an account with the Securities Intermediary.  Each party hereby agrees that it shall provide the   Securities Intermediary with such information as the Securities Intermediary may request from   time to time in order to comply with any applicable requirements of the Patriot Act.                                   Exhibit B – Page 9   737897515 20654080 





 






               IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of  the day and year first above written.                                       Debtor:                                       TRITON CONTAINER FINANCE VIII LLC,                                       By:   Triton Container International Limited, its                                            Manager                                             By:   ______________________________                                            Name:                                             Title:                                                        SACA – Series 2020-1 Supplement Accounts  737897515 20654080 





 






                                       Secured Party:                                       WILMINGTON TRUST, NATIONAL                                      ASSOCIATION, not in its individual                                       capacity, but as Indenture Trustee for the                                       benefit of the Holders of the Notes issued                                      pursuant to the Indenture                                       By:  ______________________________________                                      Name:                                      Title:                                                         SACA – Series 2020-1 Supplement Accounts  737897515 20654080 





 






                                       Securities Intermediary:                                       WILMINGTON TRUST, NATIONAL                                      ASSOCIATION, as Securities Intermediary                                       By:  ______________________________________                                      Name:                                      Title:                                                        SACA – Series 2020-1 Supplement Accounts  737897515 20654080 





 






                                       Exhibit A                                                             [Letterhead of Wilmington Trust, National Association]                                                          [Date]    Wilmington Trust, National Association,   as Securities Intermediary   1100 North Market Street   Wilmington, Delaware 19890-1605   Attention:  Corporate Trust Administration/Robert Perkins   Fax: 302-651-8947       Attention: Structured Finance/Triton Container Finance VIII LLC                Re:   Termination of Securities Account Control Agreement with respect to                     certain Terminated Accounts          You are hereby notified that the Securities Account Control Agreement, dated as of [_],   20[_], among you, Triton Container Finance VIII LLC and the undersigned (a copy of which is   attached), is terminated and you have no further obligations to the undersigned pursuant to such  Agreement with respect to the following Securities Account[s]:   [SPECIFY TERMINATED ACCOUNTS: [Securities Account numbered [_]– Series 20[_]-[_]   Series Account; Securities Account numbered [_] – Series 20[_]-[_] Revenue Reserve Account;   Securities Account numbered [_] – Series 20[_]-[_] Restricted Cash Account; Securities Account  numbered [_] – Series 20[_]-[_] L/C Cash Account] (each, a “Terminated Account”)]         Notwithstanding any previous instructions to you, you are hereby instructed to accept all  future directions with respect to each Terminated Account from Triton Container Finance VIII  LLC.  This notice terminates any obligations you may have to the undersigned with respect to each   such Terminated Account.  However, nothing contained in this notice shall alter any obligations   that you may otherwise owe to Triton Container Finance VIII LLC pursuant to any other   agreement.          You are instructed to deliver a copy of this notice by facsimile or other electronic means   transmission to Triton Container Finance VIII LLC.                                        Very truly yours,                                        WILMINGTON TRUST, NATIONAL                                       ASSOCIATION, not in its individual capacity,                                       but as Indenture Trustee for the benefit of the                                       Holders of the Notes issued pursuant to the                                       Indenture, as Secured Party                                    Exhibit A – Page 1   737897515 20654080 





 






                                       By:   ____________________________________                                            Name:                                            Title:                                  Exhibit A – Page 2  737897515 20654080 





 






                                    EXHIBIT C                                                                    Form of Asset Base Certificate                                      Exhibit C – Page 1  737897515 20654080 





 






                                                                                                   Triton Container Finance VIII                                                                                             Series 202[ ]-[ ] - Asset LLCBase Certificate                                                                                              Determination Date: [ ]          SERIES 202[ ]-[ ] ASSET BASE CERTIFICATE                                                   Managed Containers                                                                   Net Book Value Dry Containers                                                           Net Book Value Reefer Containers         Net Book Value Special Containers                                                          Total Credit Net Book Value                                                         Net Book Value of Managed Containers on Finance Lease                                  Accepted Finance Lease Units (Not yet Picked up)                                       Prepaid equipment                                                                      Net Book Value of Leases with Purchase Options                                         Receivables resulting from the sale of Managed Containers (max period of 60 days)         Trader 3rd party inventory, net of allowance                                                                                               Net Book Value of Managed Containers         Less Payables Outstanding                                                              Dry Containers Payables Outstanding         Reefer Containers Payables Outstanding                                                                                                                                               _________        Special Containers Payables Outstanding         Total Payables Outstanding                                                                                                                                                           _________         Net Book Value of Containers Added for Series 2020-1                                     Total Net Book Value of Eligible Containers at determination date                                                                                                                                                                                              Series 202[ ]-[ ]                                                                                                     Asset Base Calculation                                                                                                                                                            _________           Net Book Value of Eligible Managed Containers           Managed Container Advance Rate                                                          Asset Base Attributable to Managed Containers                                           Restricted Cash Amount (Balance x 100%)                                                                                                                                           _________           Total Asset Base                                                                                                                                                                  _________            OUTSTANDING AND AVAILABILITY                                                                                                                                                      _________            Outstanding Amount under Notes at [ ]/[ ]/20[ ]                                         (Pay down) on Payment Date           Net Amount under Notes                                                                   Excess / (Deficiency)                                                                                                                                                                                                                                                     _________    By:                                                                                                                                                                             Asset Base Certificate-Issuer       737897515 20654080 





 






                                   APPENDIX A                        MASTER INDEX OF DEFINED TERMS                                   Appendix – Page 1  737897515 20654080 





 






                                                                                                                  APPENDIX A                         MASTER INDEX OF DEFINED TERMS          Except as otherwise provided herein, all references to any agreement defined in this   Appendix A shall be deemed to include such agreement as the same may from time to time be  amended, supplemented or otherwise modified in accordance with its terms and, where applicable,  the terms of the other Transaction Documents.  In the event of a conflict, the terms set forth in the   other Transaction Documents shall supersede and govern.  All references to statutes (including the   UCC), rules and regulations shall be deemed to include such statutes, rules and regulations as the   same may be from time to time amended, supplemented or otherwise modified, in each case unless   otherwise specified herein.  All definitions contained or referred to herein shall be equally   applicable to both the singular and plural forms of the terms defined.  All references to any Person   shall include its successors and permitted assigns.  All references to “including” are not intended   to limit the generality of any description preceding such term and for purposes hereof and of each  Transaction Document the rule of ejusdem generis shall not be applicable to limit a general  statement following or referable to an enumeration of specific matters to matters similar to those  specifically mentioned.  This Appendix A shall be considered to be a part of the Indenture, and  may be amended from time to time in accordance with the provisions thereof; provided, however,   that if a term contained in this Appendix A is used in another Transaction Document, that term can  be modified or amended for purposes of such other Transaction Document in accordance with the  terms of such other Transaction Document.         Account Debtor: Any “account debtor”, as such term is defined in the UCC.         Accountants Report: This term shall have the meaning set forth in Section 4.1.5 of the  Management Agreement.         Accounts: Any “account,” as such term is defined in the UCC.         Adjusted Net Book Value: With respect to any Managed Containers being sold, an   amount equal to (x) the sum of the respective Net Book Values of such Managed Containers at the   time of sale, minus (y) any insurance proceeds, amounts paid by lessees or other Collections   received by the Issuer in respect of any damage to such Managed Container which was not repaired   prior to sale or in respect of any failure of the lessee to make repairs which were not made prior to   sale.          Advance Rate: With respect to any Series of Notes then Outstanding, the percentage   specified as such in the related Supplement.          Affiliate: With respect to any Person, any other Person directly or indirectly controlling,   controlled by or under direct or indirect common control with such specified Person.  For the   purposes of this definition, control, when used with respect to any specified Person, means the   power to direct the management and policies of such Person, directly or indirectly, whether   through the ownership of voting securities, by contract or otherwise; and the terms controlling and   controlled have meanings correlative to the foregoing.                                    Appendix – Page 2   737897515 20654080 





 






         Aggregate Net Book Value: As of any date of determination, the sum of the Net Book  Values (such Net Book Values to be measured as of the last day of the month immediately  preceding such date of determination) of all Asset Base Eligible Containers.         Aggregate Note Principal Balance: As of any date of determination, an amount equal to  the sum of the then unpaid principal balances of all Series of Notes then Outstanding.         Ancillary Fees:  All fees paid to and received by the Manager under Lease Agreements  for drop-off, pick-up or repositioning charges, handling fees, repair payments and repair insurance  fees which are attributable to the Managed Containers.         Applicable Law: With respect to any Person or Managed Container, all existing laws,  rules, regulations (including proposed, temporary and final income tax regulations), statutes,  treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any  Governmental Authority and judgments, decrees, injunctions, writs, or orders of any court,  arbitrator or other administrative, judicial, or quasi judicial tribunal or agency of competent  jurisdiction applicable to such Person or Managed Container.         Asset Base: As of any Determination Date for each Series of Notes, the amount identified  as such in the related Supplement.         Asset Base Certificate: A certificate with appropriate insertions setting forth the  components of the Asset Base, as of the last day of the month for which such certificate is  submitted, which certificate shall be substantially in the form attached to the Indenture and shall  be certified by an Authorized Signatory of the Manager.         Asset Base Deficiency: With respect to any Series, an “Asset Base Deficiency” (if any)  identified in the related Supplement.         Asset Base Eligible Container: Any Managed Container that, as of any date of  determination, is subject to the Lien of the Indenture and that complies as of such date with each  of the following requirements:         (i) No Sanctioned Person or Sanctioned Country. Such Container is not then on lease to  a Sanctioned Person or, according to the records of the Issuer or the Manager, is not subleased to  a Sanctioned Person or located, operated or used in a Sanctioned Country unless it is used pursuant  to a license granted by OFAC; and         (ii) Good Title. The Issuer has good and marketable title to such Container and such  Container is free and clear of all Liens other than Permitted Encumbrances.         Authorized Officer: Any of the chief executive officer, president, chief financial officer,  treasurer, general counsel or other senior officer of the Manager or of the sole member of the Issuer  (as applicable).         Authorized Signatory: Any Person designated in a certificate of a secretary or assistant  secretary of a Person (or, in the case of a Person that is a limited liability company, any Person  designated in a certificate of a secretary or assistant secretary of the manager of such limited                                  Appendix – Page 3  737897515 20654080 





 






   liability company) or by written notice by such Person delivered to the Indenture Trustee as  authorized to execute documents and instruments on behalf of such Person.         Back-up Data File: This term shall have the meaning set forth in Section 3.10.2 of the  Management Agreement.         Back-up Management Agreement: Any Back-up Management Agreement that is entered  into pursuant to the Management Agreement, as amended, or otherwise modified from time to  time.         Back-up Management Fee: Any fee to be paid to the Back-up Manager, in accordance  with the Back-up Management Agreement.         Back-up Manager: Any Person that shall enter into a Back-up Management Agreement  as the Back-up Manager, together with its successors and assigns.         Back-up Manager Event: Any events or conditions designated as a Back-up Manager  Event in the Supplement for any Series of Notes then Outstanding, which continues beyond any  grace or cure period specified in such Supplement or which is not waived by the Control Party for  such Series.         Bankruptcy Code: The United States Bankruptcy Reform Act of 1978, as amended.         Bankruptcy Event: 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 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.         Benefit Plan: An “employee benefit plan” as defined in Section 3(3) of ERISA that is  subject to Title I of ERISA, a “plan” described in and subject to Section 4975 of the Code or an  entity whose underlying assets include “plan assets” of any of the foregoing by reason of an  employee benefit plan’s or plan’s investment in such entity.                                  Appendix – Page 4  737897515 20654080 





 






           Book-Entry Custodian: The Person appointed pursuant to the terms of the Indenture to   act in accordance with that certain agreement such Person has with the Depositary, in which the   Depositary delegates its duties to maintain the Global Notes to such Person and authorizes such  Person to perform such duties.         Business Day: Any day other than a Saturday, a Sunday or a day on which banking  institutions in New York City, the city in which the Corporate Trust Office of the Indenture Trustee  or the Transition Agent is located, or the city in which the headquarters of the Transition Agent is  located, are authorized or are obligated by law, executive order or governmental decree to be  closed.         Capital Improvements: Any structural changes required to be made to the Revenue  Generating Equipment so as to conform with applicable governmental or industry standards.         Casualty Loss: With respect to any Managed Container as of any date of determination,  any of the following events or conditions:              (i)    total loss or destruction thereof;              (ii)    theft or disappearance thereof without recovery within sixty (60) days after       such theft or disappearance becomes known to the Issuer, the Manager or any of its       Affiliates;              (iii)   damage rendering such Managed Container unfit for normal use and, in the       judgment of the Issuer or the Manager, beyond repair at reasonable cost; or              (iv)   any condemnation, seizure, forced sale or other taking of title to or use of       such Managed Container.         Casualty Proceeds: Any payment to, or on behalf of, the Issuer in connection with a  Casualty Loss.  For the avoidance of doubt, with respect to the Containers acquired by the Issuer  on the Series Issuance Date for the Notes of Series 2020-1, the Issuer is entitled to receive Casualty  Proceeds in respect of such Containers only if such Casualty Proceeds accrued after the date on  which such Containers became Managed Containers.         Chattel Paper: Any lease or other chattel paper, as such term is defined in the UCC.         Claim: This term shall have the meaning set forth in Section 15.1 of the Management  Agreement.         Class: All Notes of a Series having the same right to payment of principal and interest  pursuant to the terms of the Supplement pursuant to which such Series of Notes was issued.         Closing Date: For any Series the date specified in the related Supplement.         Code: The Internal Revenue Code of 1986, as amended, or any successor statute thereto.                                    Appendix – Page 5   737897515 20654080 





 






           Collateral: This term shall have the meaning set forth in the Granting Clause of the   Indenture.          Collection Account.  This term shall have the meaning set forth in the Intercreditor   Collateral Agreement.          Collection Period: For each Payment Date, the period from and including the first day of   the calendar month immediately preceding the calendar month in which such Payment Date occurs   through and including the last day of such calendar month.          Collections: With respect to any Collection Period, all payments (including any cash   proceeds) actually received by the Issuer, or by the Manager on behalf of the Issuer, with respect   to the Containers and the other items of Collateral, including, without limitation, the excess of (i)   the Combined Fleet Interest of the Issuer for such Collection Period, over (ii) the Issuer’s share of   the Combined Fleet Expense for such Collection Period, as each such amount is determined and   paid to the Issuer in accordance with the terms of the Intercreditor Collateral Agreement.          Combined Fleet: This term shall mean collectively the Short Term Fleet and the Long   Term Fleet.          Combined Fleet Expense: This term shall mean the total of all expenses related to the   operation of the Combined Fleet, other than those relating to Capital Improvements or those which   are paid for by lessees under Leases, including, without limitation, expenses of licensing,   maintenance (including preventive maintenance and repairs), insurance, inspection, interchange,   handling, storage, drayage, agents’ fees, collection of rentals, and uninsured claims for personal   injury, property damage or damage to Revenue Generating Equipment.          Combined Fleet Interest: This term shall mean, with respect to the Issuer and each other   Combined Fleet Participant, the sum of the Short Term Fleet Interest and the Long Term Fleet   Interest of the Issuer or such Combined Fleet Participant, as the case may be.          Combined Fleet Participant: This term is defined in the Intercreditor Collateral   Agreement, and will include the Issuer after it becomes a party to the Intercreditor Collateral   Agreement.          Commercial Tort Claim: Any commercial tort claim, as such term is defined in the UCC.          Competitor: Any Person engaged and competing with any of the Issuer or the Manager in   the container or chassis leasing business; provided, however, that in no event shall any insurance   company, bank, bank holding company, savings institution or trust company, fraternal benefit   society, pension, retirement or profit sharing trust or fund, or any collateralized bond obligation  fund or similar fund (or any trustee of any such fund) or any holder of any obligations of any such  fund (solely as a result of being such a holder) be deemed to be a Competitor unless such Person  or any of its Affiliates are directly and actively engaged in the operation of a container or chassis  leasing business.                                    Appendix – Page 6   737897515 20654080 





 






           Container: Any marine and maritime container (including dry cargo containers,   refrigerated containers (including the associated refrigeration machine), generator sets, gps devices   and Specialized Containers).          Container Fleet: All of the Containers owned by TCIL and/or managed by TCIL on behalf  of third parties and its Affiliates, including the Managed Containers.         Container Identification Number.  The unique alpha-numeric reference assigned to a  Managed Container which is painted on or affixed to such Managed Container.         Container Related Agreement: Any agreement relating to the Managed Containers or  agreements relating to the use or management of such Managed Containers whether in existence  on the Closing Date or thereafter acquired, including, but not limited to, all Leases, the  Management Agreement, the Contribution and Sale Agreement and the Chattel Paper to the extent  it arises out of or in any way relates to the Managed Containers now owned or hereafter acquired  by the Issuer.         Container Representations and Warranties: With respect to each Container, the  representations and warranties of the Seller as set forth in paragraphs j(iii) and (m) through (s)   inclusive of Section 3.01 of the Contribution and Sale Agreement.          Container Revenues:  For any Collection Period, all amounts paid to and received by the   Manager which are attributable to the Managed Containers, including but not limited to (i) per   diem rental charges (excluding any prepayments thereof), Ancillary Fees and all charges paid in   respect of the Managed Containers pursuant to Lease Agreements (including, without duplication,   payments on Finance Leases in respect of Managed Containers) but excluding Excluded Amounts,   (ii) amounts received from the manufacturers or sellers of the Managed Containers for breach of   sale warranties relating thereto or in settlement of any claims, losses, disputes or proceedings   relating to the Managed Containers, and (iii) any insurance premiums relating to the Managed   Containers which have been refunded by the insurer.  Notwithstanding the foregoing, Container   Revenues shall not include Sales Proceeds or Casualty Proceeds.          Container Transfer Certificate: A Container Transfer Certificate, substantially in the   form of Exhibit B to the Contribution and Sale Agreement, executed and delivered by the Seller   and the Issuer in accordance with the terms of the Contribution and Sale Agreement.          Contracts: All contracts, undertakings, franchise agreements or other agreements (other   than rights evidenced by Chattel Paper, Documents or Instruments) in or under which the Issuer   may now or hereafter have any right, title or interest, including, without limitation, the   Management Agreement, the Contribution and Sale Agreement, and any related agreements,   security interests or UCC or other financing statements and, with respect to an Account, any   agreement relating to the terms of payment or the terms of performance thereof.          Contribution and Sale Agreement: The Contribution and Sale Agreement, dated as of   September 21, 2020, between the Seller and the Issuer, as such agreement shall be amended,   modified or supplemented from time to time in accordance with its terms.                                    Appendix – Page 7   737897515 20654080 





 






         Control Agreement: This term shall have the meaning set forth in Section 302(b) of the  Indenture.         Control Party: This term shall have the meaning set forth in the Supplement for the related  Series.         Corporate Trust Office:  The principal office of the Indenture Trustee at which at any  particular time its corporate trust business shall be administered, which office shall initially be  located at 1100 North Market Street, Wilmington, Delaware 19890-1605, Attention:  Corporate  Trust Administration/Robert Perkins.         Customary Practices:  The customary practices used by the Manager, as the same may  change from time to time.         Definitive Note:  A Note issued in definitive form pursuant to the terms and conditions of  the Indenture.         Deposit Accounts:  Any deposit accounts, as such term is defined in the UCC.         Depositary or DTC:  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 thereunder.  For purposes  of the Indenture, unless otherwise specified pursuant to the Indenture, any successor Depositary  shall, at the time of its designation and at all times while it serves as Depositary, be a clearing  agency registered under the Exchange Act.         Depositary Participant:  A broker, dealer, bank, other financial institution or other Person  for whom from time to time the Depositary effects book-entry transfers and pledges of securities  deposited with the Depositary.         Determination Date:  The third (3rd) Business Day prior to any Payment Date.         Director Services Agreement: The letter agreement between TCIL and the Director  Services Provider, and all amendments thereto.         Director Services Provider:  TMF Group New York, LLC and its permitted successors  and assigns.         Disposition Proceeds: This term shall mean, without duplication, all proceeds due or  collected under or in respect of any sale, exchange, condemnation, requisition, confiscation,  seizure, forfeiture, casualty loss, title loss or other disposition (whether voluntary or involuntary)  of Revenue Generating Equipment, including, without limitation, insurance proceeds and proceeds  due or collected as a result of damage to Revenue Generating Equipment which is not repaired,  but excluding Finance Lease Proceeds.         Documents: Any documents, as such term is defined in the UCC.                                   Appendix – Page 8  737897515 20654080 





 






         Dollars: The lawful money of the United States of America.  This definition will be equally  applicable to the sign $.         Early Amortization Event: For any Series of Notes then Outstanding, an event or  condition specified in the related Supplement that would constitute an early amortization event for  such Series.         Eligible Account: Either (a) a segregated account with an Eligible Institution or (b) a  segregated non-interest bearing trust account with the corporate trust department of a depository  institution organized under the laws of the United States or any of the states thereof, including the  District of Columbia (or any domestic branch of a foreign bank), and acting as a trustee for funds  deposited in such account, so long as the senior securities of such depository institution shall have  an issuer credit rating from S&P of at least “AA” or if S&P is not a Rating Agency, from each  Rating Agency in one of its generic rating categories which signifies investment grade, or (c) any  account held with the Indenture Trustee.         Eligible Container: Any Managed Container that, at the applicable Transfer Date, is  subject to the Lien of the Indenture and which, individually or when considered with all Managed  Containers then owned by the Issuer that are included in an applicable Asset Base, as the case may  be, shall comply at the applicable Transfer Date with each of the following requirements:               (i)   Original Equipment Cost.  The Original Equipment Cost of such        Container shall be no greater than the cost of such Container recorded on the Seller’s books        at the time of sale to the Issuer; and               (ii) Specifications.  Such Container conforms in all material respects to the        Seller’s standard specifications for that category of container and to any applicable        standards promulgated by applicable international standards organizations; and               (iii) Container Representations and Warranties.  Such Container complies in        all material respects with the Container Representations and Warranties; and               (iv) Bankrupt Lessees.  Such Container is not then under lease to a lessee        which, according to the records of the Manager, is the subject of a Bankruptcy Event; and               (v)   Casualty Losses.  According to the records of the Manager, such Container        shall not have suffered a Casualty Loss; and               (vi)  No Sanctioned Person or Sanctioned Country.  Such Container is not        then on lease to a Sanctioned Person or, according to the records of the Issuer or the        Manager, is not subleased to a Sanctioned Person or located, operated or used in a        Sanctioned Country unless it is used pursuant to a license granted by OFAC; and               (vii) “Long Term Unit” or “Short Term Unit”: The Container is a “Long Term        Unit” or “Short Term Unit” under, and as defined in, the Intercreditor Collateral        Agreement.                                   Appendix – Page 9  737897515 20654080 





 






           Eligible Institution: Any one or more of the following institutions: (i) the corporate trust  department of the Indenture Trustee; provided the Indenture Trustee maintains an issuer credit   rating of at least “BBB” or better from S&P or if S&P is not a Rating Agency, from each Rating   Agency in one of its generic rating categories which signifies investment grade, or (ii) a depositary  institution organized under the laws of the United States of America or any one of the states thereof  or the District of Columbia (or any domestic branch of a foreign bank), (a) which has both (x) an  issuer credit rating of not less than “A-” by S&P and “Aa2” by Moody’s, and (y) a short-term  issuer credit rating in the highest rating category by each Rating Agency and (b) whose deposits  are insured by the Federal Deposit Insurance Corporation.  To the extent an institution acting in  any capacity under the Transaction Documents is required to be an Eligible Institution and ceases  to be an Eligible Institution, it shall be replaced in such capacity within 90 days of ceasing to be  an Eligible Institution.         Eligible Investments: One or more of the following:                (i)   direct obligations of, and obligations fully guaranteed as to the full and        timely payment by the United States or any agency or instrumentality of the United States        of America the obligations of which are expressly backed by the full faith and credit of the        United States of America; provided that notwithstanding the foregoing, the following        securities shall not be Eligible Investments: (i) General Services Administration        participation certificates; (ii) U.S. Maritime Administration guaranteed Title XI financing;        (iii) Financing Corp. debt obligations; (iv) Farmers Home Administration Certificates of        Beneficial Ownership; and (v) Washington Metropolitan Area Transit Authority        guaranteed transit bonds;               (ii)   demand deposits, time deposits or certificates of deposit of any depository        institution or trust company incorporated under the laws of the United States of America        or any State thereof and subject to supervision and examination by Federal or State banking        or depository institution authorities; provided, however, that the commercial paper or other         short-term unsecured debt obligations (other than such obligations the rating of which is         based on the credit of a Person other than such depository institution or trust company)         thereof shall be rated “A-1+” by S&P and “Prime 1” by Moody’s;                (iii)  commercial paper that is rated “A-1+” by S&P and “Prime 1” by Moody’s;                (iv)  bankers’ acceptances issued by any depository institution or trust company         referred to in clause (ii) above;                (v)   repurchase obligations with respect to any security pursuant to a written         agreement that is a direct obligation of, or fully guaranteed as to the full and timely payment         by, the United States of America or any agency or instrumentality thereof the obligations         of which are backed by the full faith and credit of the United States of America, in either         case entered into with (x) a depository institution or trust company (acting as principal)        described in clause (ii) or (y) a depository institution or trust company the deposits of which        are insured by the Federal Deposit Insurance Corporation and whose commercial paper or        other short-term unsecured debt obligations are rated “A-1+” by S&P and “Prime-1” by                                   Appendix – Page 10   737897515 20654080 





 






           Moody’s and long-term unsecured debt obligations are rated “AAA” by S&P and “Aaa”        by Moody’s; and               (vi) money market mutual funds registered under the Investment Company Act        of 1940, as amended (including funds for which an Affiliate of the Indenture Trustee is        acting as investment advisor), having a rating, at the time of such investment, from each of        the Rating Agencies in the highest investment category granted thereby;   provided that none of the foregoing obligations or securities shall constitute Eligible Investments   if (a) such obligation or security has a qualified rating by S&P (i.e., one with a qualifying suffix),   (b) such obligation or security, if required to be rated “A-1” by S&P, has an original maturity of  greater than 60 days and, if required to be rated “A-1+” by S&P, has an original maturity of greater  than 365 days, (c) such obligation or security does not have a fixed principal amount due at its  maturity and includes any embedded options, unless full payment of principal is paid in cash upon  the exercise of the embedded option, (d) payments with respect to such obligations or securities or   proceeds of disposition are subject to withholding taxes by any jurisdiction, unless the payor is   required to make “gross-up” payments that cover the full amount of any such withholding tax on  an after-tax basis, (e) such obligation or security is purchased at a price greater than 100% of the  principal or face amount thereof or (f) such obligation or security is subject of a tender offer,  voluntary redemption, exchange offer, conversion or other similar action; provided, further, that,   notwithstanding the foregoing, any obligations or securities with respect to which the Rating   Agency Condition is satisfied, shall constitute Eligible Investments with respect to Series 2020-1.          Each of the Eligible Investments may be purchased by the Indenture Trustee or through an   Affiliate of the Indenture Trustee.          Equipment: This term shall have the meaning set forth in the UCC.          Equipment Loan Agreement: This term shall have the meaning set forth in the   Intercreditor Agreement.          Equipment Report: A report setting forth (i) the number and type of Managed Containers,   (ii) the aggregate Net Book Value of the Managed Containers, (iii) the aggregate Original   Equipment Cost of the Managed Containers and (iv) the Issuer’s aggregate purchase price for the   Managed Containers. In addition, so long as a Manager Default is continuing, the Equipment   Report shall include a detailed report as of the end of each fiscal quarter, setting forth with respect   to each Managed Container its (v) Container Identification Number, (w) Net Book Value   (including totals thereof), (x) Original Equipment Cost (including totals thereof) (y) the Issuer’s   purchase price (including totals thereof) and (z) if on lease, the related lessee and if off lease, the   Container’s location.          ERISA: The Employee Retirement Income Security Act of 1974, as amended.          Estimated Net Operating Income: This term shall have the meaning set forth in Section   5.1.1 of the Management Agreement.          Event of Default: For each Series of Notes then Outstanding, the existence of a Series-  Specific Event of Default with respect to such Series.                                  Appendix – Page 11   737897515 20654080 





 






         Excess Concentration Percentage: As of any date of determination for each Series of  Notes then Outstanding, the percentage specified as such in the Supplement pursuant to which  such Series of Notes was issued.         Excess Deposit: This term has the meaning set forth in Section 5.1.2 of the Management  Agreement.         Exchange Act:  The Securities Exchange Act of 1934, as amended.         Excluded Amounts:  Any payments received from the lessee under a Lease in connection  with any taxes, fees or other charges imposed by any Governmental Authority or indemnity  payments for the benefit of the originator of such Lease in its individual capacity made pursuant  to such Lease.         Excluded Property:  Any Collateral or other assets of the Issuer included in any Series- Specific Collateral.         Existing Commitment:  With respect to any Series, the then unpaid principal balance of  the Notes of such Series.         Existing Containers: Containers that, on the Termination Date under the Management  Agreement, were on lease to lessees.         Expected Final Maturity Date: If applicable to any Series, the date on which the principal  balance of the Outstanding Notes of such Series is expected to be paid in full assuming that the  Scheduled Principal Payment Amounts for such Series are paid on each Payment Date.  The  Expected Final Maturity Date for a Series shall be set forth in the related Supplement.         Fair Market Value: With respect to any asset (including a Container), shall mean the price  at which a willing buyer, not an Affiliate of the seller, and a willing seller who does not have to  sell, would agree to purchase and sell such asset, which amount shall be determined in good faith  by the board of directors or other governing body or, pursuant to a specific delegation of authority  by such board of directors or governing body, a designated senior executive officer of the Issuer,  the Manager or the Seller.         FATCA: Sections 1471 through 1474 of the Code, as amended, any regulations thereunder  or other official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1)  of the Code and any intergovernmental agreements (including any foreign legislation, rules,  regulations, guidance notes or other, similar guidance adopted pursuant to or implementing such  agreements) entered into in connection with such Sections.         FATCA Withholding Tax: Means any withholding or deduction required pursuant to  FATCA.         Federal Reserve Bank: One of the twelve regional banks operated by the Federal Reserve  System established by the Federal Reserve Act of 1913 to regulate the U. S. monetary and banking  system.                                 Appendix – Page 12  737897515 20654080 





 






           Federal Reserve Board: The Board of Governors of the Federal Reserve System or any   successor thereto.         Finance Lease: Means (i) for purposes other than definitions relating to the Intercreditor   Collateral Agreement, any Lease (but in no event a sublease) of container equipment which   provides revenue to the Manager and with respect to which the related container equipment is not   included as an asset on the books of the Manager in accordance with GAAP; and (ii) for purposes   of definitions relating to the Intercreditor Collateral Agreement, any lease (but in no event a   sublease) providing revenue to the applicable Person, the Revenue Generating Equipment under   which is not included as an asset on the books of such Person in accordance with generally  accepted accounting principles.         Finance Lease Proceeds: This term shall mean all rents, fees, lease payments and all other  amounts due or collected under or in respect of Finance Leases.          Financial Assets: This term shall have the meaning set forth in the UCC.          Fund Control Matters: This term shall have the meaning set forth Section 403(c) hereof.          GAAP or Generally Accepted Accounting Principles:  Generally accepted accounting   principles in the United States, applied on a materially consistent basis.          General Intangibles: Any “general intangibles”, as such term is defined in the UCC.         Global Notes: Collectively, the Rule 144A Global Notes, the Temporary Regulation S  Global Notes and the Permanent Regulation S Global Notes.         Governmental Authority: Any of the following: (a) any federal, state, county, municipal  or foreign government, or political subdivision thereof, (b) any governmental or quasi- governmental agency, authority, board, bureau, commission, department, instrumentality or public  body, (c) any court or administrative tribunal or (d) with respect to any Person, any arbitration   tribunal to whose jurisdiction that Person has consented.          Grant: To grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and   perfect a security interest in and right of set-off against, deposit, set over and confirm.          Holder: This term shall have the same meaning as Noteholder.          Indenture:  The Indenture, dated as of September 21, 2020, between the Issuer and the   Indenture Trustee, as amended, modified or supplemented from time to time in accordance with   its terms.          Indenture Trustee:  The Person performing the duties of the Indenture Trustee under the   Indenture, initially, Wilmington Trust, National Association and any successors and assigns  thereof.         Indenture Trustee Fees:  This term shall have the meaning set forth in the Indenture.                                   Appendix – Page 13   737897515 20654080 





 






         Independent:  A natural person who at the date of his appointment as a manager, director  or officer possesses the following qualifications: (a) has prior experience as an independent  director or manager for a corporation or a limited liability company, the corporate instruments of  which require the unanimous consent of all independent directors thereof before such corporation  or limited liability company could consent to the institution of proceedings against it or could file  a petition seeking relief under any applicable bankruptcy or insolvency law; and (b) has at least  three years of employment experience with one or more entities that provide, in the ordinary course  of their respective businesses, advisory, management or placement services to issuers of  securitization or structured finance instruments, agreements or securities; provided always that  such individual at the date of such individual’s appointment as such manager, director or officer,  or at any time in the preceding five years, or during such person’s tenure shall not be (other than  such person’s service as an independent director, independent member or independent manager of  TCIL or an affiliate thereof): (i) an employee, director, shareholder, manager, partner or officer of  TCIL or an affiliate thereof; (ii) a customer or supplier of TCIL or an affiliate thereof; (iii) a  beneficial owner at the time of such individual’s appointment as an independent manager, or at  any time thereafter while serving as an independent manager, of more than a de minimis amount  of the voting securities of TCIL or an affiliate thereof; (iv) affiliated with a significant customer,  supplier or creditor of TCIL or an affiliate thereof; (v) a party to any significant personal service  contracts with TCIL or an affiliate thereof; or (vi) a member of the immediate family of a person  described in (i) or (ii) above.         Independent Accountants: Ernst & Young LLP or other independent certified public  accountants of internationally recognized standing selected by the Issuer and acceptable to the  Requisite Global Majority.         Independent Director:  A director or manager of the Issuer who is Independent.         Initial Commitment:  With respect to any Series of Notes, this term shall have the meaning  given to such term, if applicable, in the related Supplement.         Initial Lease Period: With respect to each Long Term Unit which has not been subject to  a Finance Lease, the period commencing on the date such Long Term Unit is first placed in service  in the Long Term Fleet and ending on the earlier of the date such unit is initially leased out on a  Short Term Lease or the date such unit is no longer available for lease; and with respect to each  Long Term Unit which has been subject to a Finance Lease, the period commencing on the date  such Long Term Unit is first placed in service in the Long Term Fleet and ending on the date such  unit is no longer managed by Triton as part of the Combined Fleet. A Long Term Unit shall be  considered to be in an Initial Lease Period notwithstanding that it may be off-lease at any time  during such period.         Insolvency Law:  The Bankruptcy Code or similar Applicable Law in any other applicable  jurisdiction.         Insolvency Proceeding:  Any Proceeding under any applicable Insolvency Law.                                  Appendix – Page 14  737897515 20654080 





 






           Instruments: Any instrument, as such term is defined in the UCC, including, without   limitation, all notes, certificated securities, and other evidences of indebtedness, other than   instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper.          Intercreditor Collateral Agreement: The Amended and Restated Intercreditor Collateral   Agreement, dated as of November 1, 2006, among TCIL, various lenders to TCIL, various lessors   to TCIL, various owners of equipment, and various lenders to the managed equipment owners   named therein, as such agreement has been and may be amended, modified or supplemented from   time to time in accordance with its terms.          Inventory: Any inventory, as such term is defined in the UCC.         Investment Letter: A letter substantially in the form of Exhibit A to the Indenture.         Investment Property: This term shall have the meaning set forth in the UCC.         Invoice Price: All reasonable and customary costs, capitalized in accordance with United  States generally accepted accounting principles, incurred in connection with the acquisition and  initial placement in service of any Revenue Generating Equipment, which costs include, but are  not limited to, (i) the manufacturer’s or vendor’s invoice costs and any rebates thereon and (ii)  inspection, certification and initial positioning costs.         IRS: Internal Revenue Service.         Issuance Date: With respect to any Series, the date on which the Notes of such Series are  originally issued in accordance with the Indenture and the related Supplement.         Issuer: Triton Container Finance VIII LLC, a limited liability company organized under  the laws of the State of Delaware, and its permitted successors and assigns.         Issuer Expenses: For any Collection Period, direct out-of-pocket expenses that are  necessary or advisable, in the opinion of the managers of the Issuer, to maintain the corporate  existence of the Issuer, including: administration expenses; accounting and audit expenses of the   Issuer; premiums for liability, casualty, fidelity, directors’ and officers’ and other insurance; legal   fees and expenses; other professional fees; franchise taxes and other similar taxes (but excluding   income taxes); and surveillance and other fees assessed by the Rating Agencies.          Last Lessee Damage Payment: The last payments received from a lessee in respect of  damages to or repair of a Managed Container that is designated for sale.         Lease or Lease Agreement: Each and every item of Chattel Paper, installment sales  agreement, equipment lease or rental agreement (including progress payment authorizations) to   which a Container is subject from time to time and including any lease entered into from time to  time by TCIL, as owner or manager, pursuant to which TCIL leases one or more Containers from  its Container Fleet.  The term Lease includes, without limitation, (a) all payments to be made by   the lessee thereunder, (b) all rights of the lessor thereunder, (c) any and all amendments, renewals   or extensions thereof, and (d) guaranties or other credit support or Supporting Obligation provided   by, or on behalf of, the lessee with respect thereof.  For purposes of definitions relating to the                                  Appendix – Page 15   737897515 20654080 





 






   Intercreditor Collateral Agreement, “Lease” shall mean collectively the Short Term Leases and the  Long Term Leases, and “Lease” shall mean any one of the foregoing.         Lease Proceeds: All rents, fees, charges, payments and all other amounts due or collected  under or in respect of Leases, to the extent derived from or allocable to Revenue Generating  Equipment, but excluding Finance Lease Proceeds and Disposition Proceeds.         Legal Final Maturity Date: With respect to any Series, this term shall have the meaning  set forth in the related Supplement.         Letter-of-Credit Rights: This term shall have the meaning set forth in the UCC.         Lien: Any mortgage, pledge, hypothecation, judgment lien or similar legal process, title  retention lien, or other lien or security interest, including the interest of a vendor under any  conditional sale or other title retention agreement and the interest of a lessor under any capitalized  lease.         List of Containers: A printed list of the Containers transferred by the Seller to the Issuer  and hereby certified by an Authorized Signatory, which includes a true and complete list of all  Containers to be conveyed on any Transfer Date.  The List of Containers will include the following  information for each such Container: (i) its Container Identification Numbers and (ii) the type of  Container.  Supplements to the List of Containers will be attached to the Container Transfer  Certificate and will contain only unit Container Identification Numbers for each Container.         Long Term Fleet: All Revenue Generating Equipment, the initial lease of which is a Long  Term Lease, and which is owned by TCIL, leased by TCIL from a Triton Lessor, or managed or  operated by TCIL as agent or manager for or on behalf of others. With effect from the date of  delivery to the lessee thereunder, Revenue Generating Equipment in the Short Term Fleet which  becomes subject to a Finance Lease shall be included in the Long Term Fleet.         Long Term Fleet Interest: This term shall mean, with respect to the Issuer and each other  Combined Fleet Participant, the interest in the gross Lease Proceeds, Finance Lease Proceeds and  Disposition Proceeds of the Long Term Fleet allocable to such Combined Fleet Participant, with  reference to its Long Term Units.         Long Term Initial Fleet: This term shall mean, collectively, the Long Term Units in an  Initial Lease Period.         Long Term Lease: This term shall mean (i) any lease or agreement to lease, use or hire,  now, hereafter, or formerly in effect, the initial contractual lease term to an end user of which is or  was for a period of five years or more, and which relates or related in any way to any of the  Revenue Generating Equipment; or (ii) any Finance Lease now, hereafter, or formerly in effect,  which relates or related in any way to any of the Revenue Generating Equipment.         Long Term Pooled Fleet: This term shall mean, collectively, the Long Term Units in a  Pooled Lease Period.                                  Appendix – Page 16  737897515 20654080 





 






           Long Term Unit: Generally, any item of Revenue Generating Equipment in the Long  Term Fleet.         Majority of Holders: With respect to a Series means, unless otherwise provided in the  Supplement related to such Series, Holders of such Class evidencing more than fifty percent (50%)  of the then outstanding principal balance of such Series of Notes; or (ii) if such Series includes  multiple Classes, the Persons specified in such Supplement.         Managed Containers: All Containers owned by the Issuer at any time.         Management Agreement: The Management Agreement, dated as of September 21, 2020,  entered into between TCIL, as Manager and the Issuer, as amended, modified or supplemented  from time to time         Management Fee: For any Series of Notes then Outstanding, this term shall have the  meaning set forth in the related Supplement.         Management Fee Arrearage: For any Payment Date, an amount equal to any unpaid  Management Fee from all prior Collection Periods.         Manager: The Person performing the duties of the Manager under the Management  Agreement; initially, TCIL.         Manager Advance: This term shall have the meaning set forth in Section 4.2 of the  Management Agreement.         Manager Default:  The occurrence of any of the events or conditions identified as a  “Manager Default” in a Supplement.         Manager Report:  A written informational statement provided by TCIL in accordance  with the Management Agreement.         Manager Termination Notice:  A written notice to be provided to TCIL in accordance  with the Management Agreement.         Material Adverse Change:  Any set of circumstances or events which (a) pertains to the  Issuer, the Seller or the Manager and has any material adverse effect upon the validity or  enforceability of any Transaction Document or the security for any of the related Notes or the  ability of the Indenture Trustee to enforce any of its legal rights or remedies pursuant to the  Transaction Documents or (b) materially impairs the ability of either the Issuer, the Seller or the  Manager to fulfill its respective obligations under the Transaction Documents.         Moody’s: Moody’s Investors Service, Inc., and any successor thereto.           Net Book Value: As of any date of determination, with respect to any Managed Container  that is not subject to a Finance Lease, the Net Book Value shall be the Original Equipment Cost  less accumulated depreciation; provided, that (A) each Managed Container subject to a long-term  or service lease is depreciated on a straight-line basis (i) over 13 years to an amount equal to 40%                                  Appendix – Page 17   737897515 20654080 





 






     of Original Book Value for dry Containers and special Containers, (ii) over 20 years to an amount   equal to 15% of Original Book Value for tank Containers and (iii) over 12 years to an amount  equal to 25% of Original Book Value for refrigerated Containers, and (B) the “Original Book   Value” is assumed to be the starting value for the Managed Container that would result in the   current Net Book Value if depreciated for the current age of the Managed Container.  As of any   date of determination, with respect to any Managed Container that is subject to a Finance Lease,   the Net Book Value shall be one hundred percent (100%) of the net investment value of such   Finance Lease, as determined in accordance with GAAP.          Note Owners: With respect to a Global Note, the Person who is the owner of such Global  Note, as reflected on the books of (i) the Depositary (a direct participant) or (ii) a Person  maintaining an account with the Depositary (an indirect participant).         Note Register: Books for the registration and transfer of the Notes kept in accordance with   the Indenture.          Note Registrar: This term shall have the meaning set forth in the Indenture; initially the   Indenture Trustee.          Noteholder: The Person in whose name a Note is registered in the Note Register.          Noteholder Tax Identification Information: Properly completed and signed tax   certifications (generally, in the case of U.S. federal income tax, IRS Form W-9 (or applicable   successor form) in the case of a person that is a “United States Person” within the meaning of   Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 (or applicable successor form)   in the case of a person that is not a “United States Person” within the meaning of Section   7701(a)(30) of the Code) and other information requested from time to time by the Issuer or the   Indenture Trustee sufficient (i) to determine the applicability of, or to determine the amount of,  U.S. withholding tax under the Code (including back-up withholding and withholding imposed  pursuant to FATCA) or other Applicable Law and (ii) for the Issuer and the Indenture Trustee to  satisfy their information reporting obligations under the Code (including under FATCA) or other  Applicable Law.         Notes: Any one of the promissory notes or other securities executed by the Issuer and  authenticated by or on behalf of the Indenture Trustee, substantially in the form attached to the  related Supplement.         OFAC: The Office of Foreign Assets Control of the United States Department of the  Treasury.         Officer’s Certificate: A certificate signed by a duly authorized officer or manager of the  Person who is required to sign such certificate.         OID: Original issue discount, as defined in Section 1273(a) of the Code.         Opinion of Counsel: A written opinion of counsel, who, unless otherwise specified, may  be, but need not be, counsel employed by the Issuer, the Seller or the Manager, in each case  reasonably acceptable to the Person or Persons to whom such Opinion of Counsel is to be                                  Appendix – Page 18   737897515 20654080 





 






     delivered.  The counsel rendering such opinion may rely (i) as to factual matters on a certificate of   a Person whose duties relate to the matters being certified, and (ii) insofar as the opinion relates to   local law matters, upon opinions of local counsel.          Original Equipment Cost: With respect to any Container as of any date, an amount equal   to the average, for all Managed Containers of the same equipment type and year of manufacturer,   of the sum of (i) the vendor’s or manufacturer’s invoice price of such Container or, with respect   to a used Container, the purchase price allocated to such Container by TIF, in the acquisition of   such Container, plus (ii) reasonable and customary inspection, transport and initial positioning   costs necessary to put such Container in service which expenditures are capitalized in accordance   with GAAP, plus (iii) the cost of any Capital Improvements made to such Container, by, or on   behalf of, the Issuer which expenditures are capitalized in accordance with GAAP, plus (iv)   reasonable acquisition fees and other fees allocated by the Seller which expenditures are   capitalized in accordance with GAAP.          Outstanding:  When used with reference to the Notes and as of any particular date, any   Note theretofore or thereupon being authenticated and delivered except:                (1)   any Note cancelled by the Indenture Trustee or proven to the satisfaction of         the Indenture Trustee to have been duly cancelled by the Issuer at or before said date;                (2)   any Note, or portion thereof, called for payment or redemption for which         monies equal to the principal amount or redemption price thereof, as the case may be, with         interest to the date of maturity or redemption, shall have theretofore been deposited with         the Indenture Trustee (whether upon or prior to maturity or the redemption date of such         Note);                (3)   any Note in lieu of or in substitution for which another Note shall         subsequently have been authenticated and delivered; and                (4)   for purposes of determining which Notes are entitled to vote with respect to         a particular matter, any Note held by the Issuer, the Seller or any Affiliate of either the         Issuer or the Seller, except that, in determining whether the Indenture Trustee shall be         protected in relying upon any such request, demand, authorization, direction, notice,         consent, or waiver, only Notes that a Responsible Officer of the Indenture Trustee actually         has notice are so owned shall be so disregarded.          Outstanding Obligations: As of any date of determination an amount equal to the sum of   (i) the then outstanding principal balance of, and accrued interest payable on, all Notes issued   under the Indenture or any Supplement thereto or any note purchase agreement and (ii) all other   amounts owing to Holders of Outstanding Notes or to any person under the Indenture or any   Supplement thereof.         Ownership Interests: An ownership interest in a Global Note.         Payment Date: The 20th day of each month (or, if such 20th day is not a Business Day,  the next succeeding Business Day).                                  Appendix – Page 19   737897515 20654080 





 






         Permanent Regulation S Global Notes: The permanent book-entry notes in fully  registered form without coupons that are exchangeable for Temporary Regulation S Global Notes  after the expiration of the 40-day distribution compliance period and which will be registered with  the Depositary.         Permitted Encumbrance: With respect to the Collateral, any of the following:               (i)   Liens for taxes, assessments or governmental charges or levies not yet        delinquent or Liens for taxes, assessments or governmental charges or levies being        contested in good faith and by appropriate proceedings for which adequate cash reserves        have been established in accordance with GAAP;               (ii)  Liens in respect of property or assets of the Issuer or any of its Subsidiaries        imposed by law which have not arisen to secure Indebtedness for borrowed money, such        as carriers’, seamen’s, stevedores’, wharfinger’s, depot operators’, transporters’,        warehousemens’, mechanics’, landlord’s, suppliers’, repairmen’s or other like Liens, and        relating to amounts not yet due or which shall not have been overdue for a period of more        than thirty (30) days or which are being contested in good faith by appropriate proceedings        for which adequate cash reserves have been established in accordance with GAAP;               (iii)  Liens created pursuant to the terms of the Indenture and the other        Transaction Documents;               (iv)  Liens arising from judgments, decrees or attachments in respect of which        the Issuer shall in good faith be prosecuting an appeal or proceedings for review and in        respect of which there shall have been secured a subsisting stay of execution pending such        appeal or proceedings (including in connection with the deposit of cash or other property        in connection with the issuance of stay and appeal bonds);               (v)   licenses, sublicenses, leases or subleases (including Leases) granted by, or        on behalf of, the Issuer to third Persons in the ordinary course of business;               (vi)  Liens arising from or related to precautionary UCC or like personal property        security financing statements regarding operating leases (if any) entered into by the Issuer        as lessor in the ordinary course of business;               (vii)  Liens in favor of customs or revenue authorities arising as a matter of law        to secure payment of customs duties not past due in connection with the importation of        goods;               (viii)  Liens arising solely by virtue of any statutory or common law provision        relating to bankers’ liens, rights of set off or similar rights and remedies as to deposit        accounts or other funds maintained with a creditor depository institution;                (ix)  Liens of any lessee under any Finance Lease; and               (x)   Liens that would not result in a Material Adverse Change;                                 Appendix – Page 20  737897515 20654080 





 






     provided, however, that any proceedings of the type described in clauses (i), (iv) or (vii) above   would not reasonably be expected to subject the Indenture Trustee or the Noteholders to any civil   or criminal penalty or liability or involve any loss, sale or forfeiture of any material portion of the   Collateral that would result in an Asset Base Deficiency.          Person:  An individual, partnership, corporation, limited liability company, trust, joint  venture, joint stock company, association, unincorporated organization, government or agency or  political subdivision thereof or other entity.         Plan:  An “employee pension benefit plan”, as such term is defined in Section 3(2) of  ERISA which is subject to Title IV of ERISA.         Pooled Lease Period: With respect to each Long Term Unit, the period commencing on  the date of the initial lease-out of such Long Term Unit on a Short Term Lease and ending on the  date such unit is no longer available for lease. A Long Term Unit shall be considered to be in a  Pooled Lease Period notwithstanding that it may be off-lease at any time during such period.         Predecessor Container:  This term shall have the meaning set forth in Section 3.03 of the  Contribution and Sale Agreement.         Prepayment:  Any mandatory or optional prepayment of principal of a Series of Notes  prior to the Expected Final Maturity Date of such Series of Notes, or as otherwise specified in the  related Supplement, made in accordance with the terms of the Indenture and such Supplement.         Principal Terms:  With respect to any Series, (i) the name or designation of such Series;  (ii) the initial principal amount of the Notes to be issued for such Series (or method for calculating  such amount); (iii) the interest rate to be paid with respect to each Class of Notes for such Series  (or method for the determination thereof); (iv) the Payment Date and the date or dates from which  interest shall accrue and on which principal is scheduled to be paid; (v) the designation of all Series  Accounts and the terms governing the operation of all such Series Accounts; (vi) the Expected  Final Maturity Date (if any) and the Legal Final Maturity Date for the Series; (vii) the number of  Classes of Notes of the Series and, if the Series consists of more than one Class, the rights and  priorities of each such Class; (viii) the priority of such Series with respect to any other Series; (ix)  the designated Control Party with respect to such Series and the Rating Agencies, if any, for such  Series; (x) those items constituting Priority Payments for such Series; (xi) the calculation of the  related Asset Base, the related Asset Allocation Percentage (if any), the Advance Rate, the  Required Overcollateralization Percentage (if any) and the Excess Concentration Percentage for  such Series; and (xii) any other terms of such Series.         Priority Payments: For each Series of Notes then Outstanding on any Payment Date, all  amounts to be paid from the related Series Account on such Payment Date which represent  payments of (i) interest (but not any interest or fees expressly excluded pursuant to the terms of  the Supplement for such Series) on such Series of Notes and (ii) commitment fees payable to the  Holders of such Series of Notes, shall be a Priority Payment for such Series.         Proceeding: Any suit in equity, action at law, or other judicial or administrative  proceeding.                                  Appendix – Page 21   737897515 20654080 





 






           Proceeds:  “Proceeds”, as such term is defined in the UCC.          Prospective Owner:  This term shall have the meaning set forth in Section 205(j) of the   Indenture.          Qualified Institutional Buyers:  This term has the meaning provided in Rule 144A.          Rating Agency or Rating Agencies:  With respect to any outstanding Series or Class, each   statistical rating agency (if any) selected by the Issuer for such Series to rate such Series or Class   and that has an outstanding rating with respect to such Series or Class.  Each such Rating Agency   shall be identified in the related Supplement.          Rating Agency Condition:  With respect to each Rating Agency and any event,   circumstance or matter (including without limitation any matter arising under the Transaction   Documents), either (a) written confirmation (which may be in the form of a letter, a press release   or other publication or a change in such Rating Agency’s published ratings criteria to this effect)   by such Rating Agency that the occurrence of such event or circumstance will not cause such   Rating Agency to downgrade, qualify or withdraw its rating assigned to any of the Notes of any   Series then Outstanding or (b) that such Rating Agency shall have been given notice by the Issuer   of such event or circumstance at least ten (10) days prior to the occurrence of such event or   circumstance (or, if ten (10) days’ advance notice is impracticable, as much advance notice as is   practicable) and such Rating Agency shall not have issued any written notice that the occurrence   of such event or circumstance will cause it to downgrade, qualify or withdraw its rating assigned   to the Notes of any Series then Outstanding.            Record Date: With respect to any Payment Date, unless otherwise specified in a   Supplement, the last Business Day of the calendar month immediately preceding such Payment   Date.          Regulation S:  Regulation S under the Securities Act, as such regulation may be amended  from time to time.         Regulation S Global Notes:  Collectively, the Permanent Regulation S Global Notes and  the Temporary Regulation S Global Notes.         Related Assets: with respect to any Transferred Container, all of the following: (i) all  Casualty Proceeds, Sales Proceeds and Container Revenues accrued after (and, if specified in the  transfer documentation, on or before) the related Transfer Date, or such other date specified in the  Contribution and Sale Agreement or Container Transfer Certificate, as the case may be, (ii) all  right, title and interest in and to, but none of the obligations under, any agreement with the  manufacturer of such Transferred Container or any third party with respect to such Container, and  all amendments, additions and supplements made with respect to such Container, (iii) all right,   title and interest in and to any Lease Agreement to which such Transferred Container is subject (to  the extent, but only to the extent that such Lease Agreement relates to such container), including,  without limitation, TCIL’s interest under all amendments, additions and supplements thereto, (iv)  all other security interests or Liens and property subject thereto from time to time purporting to   secure payment of the Lease Agreements to the extent but only to the extent attributable to such   Transferred Container, (v) all letters of credit, guarantees, Supporting Obligations (within the                                  Appendix – Page 22   737897515 20654080 





 






   meaning of the UCC) and other agreements or arrangements of whatever character from time to  time supporting or securing payment of any Lease Agreement, to the extent but only to the extent  attributable to such Container, (vi) any insurance proceeds received with respect to such Container,  (vii) all books and records relating to such Container, (viii) all payments, proceeds and income of  the foregoing or related thereto, (ix) any agreement with the manufacturer of such Container, and  all amendments, additions and supplements made with respect to such Container (to the extent,  but only to the extent, relating to such Container), and (x) all rights under the UCC financing  statements or documents of similar import evidencing a security interest in favor of TCIL with  respect to such Container (including any such financing statement filed pursuant to the terms of  the Contribution and Sale Agreement).         Remaining Containers: Existing Containers that continue to be leased to the same lessees  pursuant to the same leases as on the date the Manager is terminated pursuant to the Management  Agreement.         Required Deposit Rating: With regard to an institution, such institution has a short-term  unsecured senior debt rating from each Rating Agency in its highest short-term category.         Required Overcollateralization Percentage: For any Series of Notes, as of any date of  determination, an amount equal to (a) one hundred percent (100%), minus (b) an amount equal to  the sum of (x) the Advance Rate of such Series, plus (y) the Excess Concentration Percentage of  such Series.         Required Payment Deficiency:  For each Series of Notes then Outstanding, the condition  that will exist if funds on deposit on the Series Account for such Series (determined after giving  effect to all draws on the Restricted Cash Account for such Series, but without giving effect to any  allocation of Shared Available Funds to such Series) is not sufficient to pay all Required Payments  for such Series of Notes.         Requisite Global Majority:  As of any date of determination, the determination of whether  a Requisite Global Majority exists with respect to a particular course of action shall be determined  in accordance with Section 502 of the Indenture.         Responsible Officer:  When used with respect to the Indenture Trustee and the Transition  Agent, any officer assigned to the Corporate Trust Office (or any successor thereto), including any  Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer  or any other officer of the Indenture Trustee customarily performing functions similar to those  performed by any of the above designated officers and having direct responsibility for the  administration of the Indenture.         Restricted Cash Account:  For any Series of Notes then Outstanding, this term shall have  the meaning identified as such in the related Supplement.         Restricted Cash Amount:   For any Series of Notes then Outstanding, this term shall have  the meaning set forth in the related Supplement.         Revenue Generating Equipment: Intermodal dry van and special purpose cargo  containers, including any generator sets or cooling units used with refrigerated containers, and any                                 Appendix – Page 23  737897515 20654080 





 






     related spare parts, and all accessories, parts and other property at any time affixed thereto or used   in connection therewith, and any substitutions, additions or replacements for, to or of any such   items.          Revenue Reserve Account: For any Series of Notes then Outstanding, this term shall have   the meaning identified as such in the related Supplement.          Rule 144A:  Rule 144A under the Securities Act, as such rule may be amended from time   to time.          Rule 144A Global Notes:  The permanent book-entry notes in fully registered form   without coupons that represent the Notes sold in reliance on Rule 144A and which will be   registered with the Depositary.          S&P:  S&P Global Ratings, and any successor thereto.          Sale:  This term shall have the meaning set forth in Section 816 of the Indenture.          Sales Proceeds:  With respect to any Managed Container that (i) has been sold to a third   party, or (ii) is the subject of a Casualty Loss, an amount equal to the excess of (a) the gross   proceeds of the sale or other disposition (including any Last Lessee Damage Payment) of a  Managed Container or Casualty Proceeds, if any, received by the Manager in respect of a Managed   Container, over (b) commissions, administrative fees, handling charges, taxes, reserves or other   similar amounts paid, or to be paid, to Persons other than the Manager in connection with the sale   or other disposition as determined in the sole discretion of the Manager; provided, however, that   to the extent that any such commission, administrative fees, handling charges or other similar   amount is to be paid to an Affiliate of the Manager, the amount of such fee or other charge shall   not exceed the amount that would have otherwise been payable to an independent third party in an   arms-length transaction.          Sanction: Any trade, economic or financial sanctions laws, regulations, embargoes or   restrictive measures administered, enacted or enforced by a Sanctions Authority.          Sanctioned Country: Any country or territory to the extent that the government of such   country or territory is the subject of Sanctions consisting of a general embargo imposed by any   Sanctions Authority.          Sanctioned Person: Any of the following: (a) any Person that is listed on, or owned or   controlled by a Person listed on (or a Person acting on behalf of such a Person) (i) the list of   “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at   http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx or as otherwise   published from time to time, the “Sectoral Sanctions Identifications” list maintained by OFAC   available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx or as   otherwise published from time to time, or the “Foreign Sanctions Evaders” list maintained by   OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/   fse_list.aspx or as otherwise published from time to time, (ii) the Consolidated List of Financial   Sanctions Targets and the Investment Ban List maintained by Her Majesty’s Treasury or (iii) any   similar list maintained by, or public announcement of a Sanctions designation made by, a                                  Appendix – Page 24   737897515 20654080 





 






     Sanctions Authority, each as amended, supplemented or substituted from time to time; or (b) (i)   an agency of the government of a Sanctioned Country, (ii) an organization directly or indirectly   controlled by a Sanctioned Country or (iii) a Person resident in (or organized under the laws of) a   Sanctioned Country (to the extent subject to a Sanctions program administered by OFAC, the   European Union or the United Nations), or (iv) a Person who is owned or controlled by, or acting   on behalf of such a Person.          Sanctions Authority: Each of the following: (a) the United States Government, (b) the   United Nations Security Council, (c) the European Union, (d) the United Kingdom, (e) the   governments, official institutions or agencies and other relevant sanctions authorities of any of the   foregoing in clauses (a) through (d), including OFAC, the US Department of State, and Her   Majesty’s Treasury or (f) any other governmental authority with jurisdiction over the Issuer, any   Affiliate of the Issuer or, to the knowledge of the Issuer or any Noteholder.          Scheduled Principal Payment Amount: For any Series of Notes then Outstanding, this   term shall have the meaning set forth in the related Supplement.          SEC: The Securities and Exchange Commission.          Securities Act: The Securities Act of 1933, as amended from time to time.          Security Entitlements: This term shall have the meaning set forth in the UCC.          Securities Intermediary: The Person then acting as “securities intermediary” (as defined   in Section 8-102(a)(14) of the UCC) for any Restricted Cash Account and any other Series   Accounts; initially, Wilmington Trust, National Association.          Seller: TCIL and its successors and permitted assigns, and any Affiliate of TCIL (or its   successors or permitted assigns), that becomes an additional “Seller” party to the Contribution and   Sale Agreement in accordance with the terms thereof.          Senior Notes: With respect to any Series of Notes issued with multiple Classes, each Class   of such Series of Notes that is entitled to priority over another Class of Notes of such Series with   respect to payments of principal and/or interest.  With respect to any Series of Notes issued with   only one Class, such Class shall be the Senior Notes of such Series.          Series: Any series of Notes established pursuant to a Supplement.         Series Account: Any deposit, trust, escrow or similar account maintained for the benefit  of the Noteholders of any Series, if any, as specified in the related Supplement.          Series Issuance Date:  With respect to any Series, the date on which the Notes of such   Series are to be originally issued in accordance with Section 1006 of the Indenture and the related   Supplement.          Series-Specific Collateral: With respect to each Series, the “Series-Specific Collateral”   identified in the related Supplement.                                  Appendix – Page 25   737897515 20654080 





 






         Series-Specific Container Pool: With respect to each Series, the Managed Containers  identified in a Supplement pledged to secure the Notes of such Series.         Series-Specific Event of Default: For any Series of Notes then Outstanding an event or  condition specified in the related Supplement that would constitute an event of default solely with  respect to such Series.         Series-Specific Manager Default: For any Series of Notes then Outstanding, an event or  condition specified in the related Supplement that would constitute a Manager Default solely with  respect to such Series.         Series Unpaid Note Principal Balance: As of any date of determination for each Series  of Notes then Outstanding, an amount equal to the then unpaid principal balance of all Notes of  such Series that are then Outstanding.         Servicing Standard: This term shall have the meaning set forth in Section 3.1 of the  Management Agreement.         Shared Available Funds: For any Series, this term shall have the meaning set forth in the  Supplement for such Series.         Shared Collateral: This term shall have the meaning set forth in the Granting Clause of  the Indenture.         Short Term Fleet: This term shall mean all Revenue Generating Equipment, the initial  lease of which is a Short Term Lease, and which is owned by TCIL, leased by TCIL from a Triton  Lessor, or managed or operated by TCIL as agent or manager for or on behalf of others. With  effect from the date of delivery to the lessee thereunder, Revenue Generating Equipment which  becomes subject to a Finance Lease shall cease to be included in the Short Term Fleet.         Short Term Fleet Interest: This term shall mean, with respect to the Issuer and each other  Combined Fleet Participant, the interest in the gross Lease Proceeds and Disposition Proceeds of  the Short Term Fleet allocable to such Combined Fleet Participant, with reference to its Short Term  Units, as set forth in the Intercreditor Collateral Agreement.         Short Term Lease: This term shall mean any lease or agreement to lease, use or hire, now,  hereafter, or formerly in effect, the initial contractual lease term to an end user of which is or was  for a period of less than five years, which relates or related in any way to any of the Revenue  Generating Equipment, and which is not a Finance Lease.         Short Term Unit: Generally, any item of Revenue Generating Equipment in the Short  Term Fleet.         Similar Law: A law that is similar to Title I of ERISA or Section 4975 of the Code,         Specialized Containers: All refrigerated containers, tank containers, special purposes  containers, open top containers, flat rack containers, bulk containers, high cube containers (other                                 Appendix – Page 26  737897515 20654080 





 






   than 40’ high cube dry containers), cellular palletwide containers and all other types of containers  other than standard dry cargo containers.         State:  Any state of the United States of America and, in addition, the District of Columbia.         Subject Note:  This term shall have the meaning set forth in Section 205(l) of the Indenture.         Subordinated Notes:  With respect to any Series of Notes issued with multiple Classes,  the Class of Notes of such Series that is not a Senior Note.         Subservicer:  This term shall have the meaning set forth in Section 2.2 of the Management  Agreement.         Subservicer Lease:  This term shall have the meaning set forth in Section 3.3.6 of the  Management Agreement.         Substitute Container:  The Managed Containers and Related Assets transferred by a  Seller to the Issuer in exchange for one or more Managed Containers and Related Assets, subject  to the terms and conditions of the Contribution and Sale Agreement.         Supplement:  Any supplement to the Indenture executed in accordance with Article X of  the Indenture.         Supplemental Collateral Agreement: The Supplemental Agreement, dated as of August  September 21, 2020, pursuant to which the Issuer and the Indenture Trustee are confirmed as a  “Managed Equipment Owner” and a “Managed Equipment Lender”, respectively, under the  Intercreditor Collateral Agreement, as such agreement may be amended, modified or  supplemented from time to time in accordance with its terms.         Supporting Obligation:  This term shall have the meaning set forth in the UCC.         Systems/Organizational Establishment Expenses: The aggregate of all expenditures  (whether paid in cash or accrued as liabilities) by the Issuer in establishing, implementing,  integrating or replacing financial, information technology and other similar systems of the Issuer.         Tax Opinion: shall mean, with respect to any action, an Opinion of Counsel to the effect  that, for U.S. federal income tax purposes, (a) such action will not adversely affect the tax  characterization as debt of any Outstanding Note with respect to which an Opinion of Counsel was  delivered at the time of its original issuance as to the characterization of such Note as debt for U.S.  federal income tax purposes, (b) such action will not cause or constitute an event in which gain or  loss would be recognized by any Noteholder other than the Issuer or any Affiliate thereof, and  (c) such action will not cause the Issuer to be classified as an association (or publicly traded  partnership) taxable as a corporation.         TCIL:  Triton Container International Limited, a company limited by shares, incorporated,  organized and existing under the laws of Bermuda.                                  Appendix – Page 27  737897515 20654080 





 






           TCNA: Triton Container International, Incorporated of North America, a corporation  organized and existing under the laws of the State of California.         Temporary Regulation S Global Notes:  The temporary book-entry notes in fully  registered form without coupons that represent the Notes sold in offshore transactions within the   meaning of and in compliance with Regulation S under the Securities Act and which will be   registered with the Depositary.          Term:  This timeframe set forth in Section 6 of the Management Agreement.          Termination Date: The date on which the Manager was terminated pursuant to the   Management Agreement.          Transaction Documents:  Any and all of the Indenture, each Supplement, the Notes, the   Management Agreement, any Back-up Management Agreement, the Contribution and Sale   Agreement, the Director Services Agreement, the Transition Agent Agreement, the Supplemental   Collateral Agreement, all other transaction documents and any and all other agreements,   documents and instruments executed and delivered by or on behalf of support of Issuer with respect   to the issuance and sale of the Notes, as any of the foregoing may from time to time be amended   or modified.           Transfer Date:  The date on which a Container is contributed or sold by the Seller to the   Issuer pursuant to the terms of the Contribution and Sale Agreement.          Transferee:  This term shall have the meaning set forth in Section 205 of the Indenture.          Transferred Assets: Transferred Containers and Related Assets collectively.           Transferred Container: A Container transferred by the Seller to the Issuer.          Transferred Note: This term shall have the meaning set forth in Section 205 of the   Indenture.          Transition Agent: Wilmington Trust, National Association a national banking association,   and its permitted successors and assigns.          Transition Agent Agreement:  The Transition Agent Agreement, dated as of September   21, 2020, as amended or modified from time to time in accordance with its terms, entered into by   and among the Issuer, the Manager and the Transition Agent.          Transition Agent Fee:  This term shall have the meaning given thereto in the Transition   Agent Agreement.          Triton or Triton Holdco:  Triton International Limited, an exempted company limited by   shares incorporated under the laws of Bermuda.          Triton Lessor: This term is defined in the Intercreditor Collateral Agreement.                                   Appendix – Page 28   737897515 20654080 





 






         UCC:  The Uniform Commercial Code as in effect in the State of New York.  In the event  that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority  of Indenture Trustee’s security interest in any Collateral is governed by the Uniform Commercial  Code as in effect in a jurisdiction other than the State of New York, the term UCC shall mean the  Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions  relating to such attachment, perfection of priority and for purposes of definitions related to such  provisions.         UNIDROIT Convention: Any convention promulgated by the International Institute for  the Unification of Private Law specifically dealing with interests in shipping containers.         United States Person: This term shall have the meaning given to it in Regulation S under  the Securities Act.         Warranty Purchase Amount: With respect to any Managed Container, an amount equal  to the Net Book Value of such Managed Container on the date which the Seller repurchases such  Container from the Issuer pursuant to Section 3.02 of the Contribution and Sale Agreement.                                  Appendix – Page 29  737897515 20654080