Exhibit  10.4


 


EXECUTION VERSION


 


SECOND AMENDED AND RESTATED

INTERCREDITOR COLLATERAL AGREEMENT


 


dated as of October  26, 2001


 


and amended and restated as of August  24, 2006


 


Among


 


CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING 

INTERNATIONAL, LLC),


acting in its capacity as a Managed Equipment Owner and manager of
certain Containers 

(the “Manager” or “CLI”),
and


 


CLI FUNDING LLC,


 


acting in its capacity as a Managed Equipment Owner, and


 


U.S. BANK NATIONAL ASSOCIATION,


acting in its capacity as trustee for the Noteholders of CLI Funding
LLC (the “Trustee”), 

and


 


U.S. BANK NATIONAL ASSOCIATION,


acting in its capacity as the collateral agent on behalf of the parties
named herein (the 

“Collateral Agent”), and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


acting in its capacity as administrative agent on behalf of several
financial institutions 

(the “Revolver Agent”), and


 


VARIOUS OTHER PERSONS

FROM TIME TO TIME PARTIES HERETO


 

















 


SECOND AMENDED AND RESTATED

INTERCREDITOR COLLATERAL AGREEMENT


 


THIS SECOND AMENDED AND
RESTATED INTERCREDITOR COLLATERAL AGREEMENT (as amended, modified or
supplemented from time to time, this “Agreement”),
dated as of October  26, 2001, as amended and restated as of August  24, 2006, by
and among CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING
INTERNATIONAL, LLC), a limited liability company organized and existing under
the laws of the State of New York (acting in its capacity as a Managed
Equipment Owner and manager of certain Containers, together with its successors
and permitted assigns, the “Manager”
or “CLI”), CLI FUNDING LLC, a
limited liability company organized under the laws of the State of Delaware
(acting in its capacity as a Managed Equipment Owner, “CLI Funding”), U.S. BANK NATIONAL
ASSOCIATION, a national banking association (acting in its capacity as
indenture trustee for the secured parties under the CLI Funding Indenture
(defined below), the “CLI Funding Trustee”
or the “Trustee”), DEUTSCHE BANK
TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the
State of New York (acting in its capacity as administrative agent on behalf of
several financial institutions pursuant to the Revolving Credit Agreement, the “Revolver Agent”), U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as collateral agent for the
“Secured Parties” (together with its successors and assigns, the “Collateral Agent”), and various other
Managed Equipment Owners and Managed Equipment Lenders that may from time to
time become parties hereto in accordance with the provisions of Section 11(b)
hereof.


 


WITNESSETH:


 


WHEREAS, CLI Funding
and the CLI Funding Trustee have entered into a Second Amended and Restated
Indenture, dated as of August  24, 2006  (as amended, modified or supplemented from
time to time, the “CLI Funding Indenture”
or the “Indenture”), pursuant to which CLI
Funding granted to the CLI Funding Trustee, on behalf of the various
noteholders and other Persons set forth therein, a security interest in, inter alia, (i)  various Containers (the “CLI Funding Containers”), (ii)  the lease agreements to
which the CLI Funding Containers may become subject to from time to time to the
extent (but only to the extent) that such lease agreements relate to the CLI
Funding Containers (the “CLI Funding Lease Rights”)
and (iii)  all rental and other payments relating to the CLI Funding Lease Rights
(the “CLI Funding Lease Payments” and,
collectively with the CLI Funding Containers and the CLI Funding Lease Rights,
the “CLI Funding Collateral”) to secure
payment of all outstanding Obligations owing by CLI Funding under the CLI
Funding Indenture and the Related Documents (as defined in the CLI Funding
Indenture) (the “CLI Funding Obligations”);


 


WHEREAS, CLI, the
Revolver Agent and various financial institutions are simultaneously entering
into a revolving credit agreement, dated as of August  24, 2006 


 

















 


(as
amended, amended and restated, modified or supplemented from time to time, the “Revolving Credit Agreement”), and CLI and the Revolver
Agent have entered into a security agreement, dated as of August  24, 2006 (as
amended, modified or supplemented from time to time, the “Revolving
Credit Security Agreement”), pursuant to which CLI granted to the
Revolver Agent, on behalf of the various lenders, a security interest in, inter alia, (i)  various Containers (the “CLI Containers”), (ii)  the lease agreements to
which the CLI Containers may become subject to from time to time to the extent
(but only to the extent) that such lease agreements relate to the CLI
Containers (the “CLI Lease Rights”) and (iii)  all rental and
other payments relating to the CLI Lease Rights (the “CLI Lease
Payments” and, collectively with the CLI Containers and the CLI
Lease Rights, the “CLI Collateral”)
to secure payment of all outstanding Obligations owing by CLI under the
Revolving Credit Agreement (the “CLI Obligations”);


 


WHEREAS, to the extent
permitted under the Managed Equipment Loan Agreements (as defined in Appendix A
hereto), CLI may in the future enter into master security agreements, operating
master lease agreements, equipment lease agreements, servicing agreements and
lease agreements with such lenders or owners party thereto (collectively, the “Other Lenders”), pursuant to which CLI may grant to the
Other Lenders a security interest in, inter alia, (i)  various
Containers (the “Other Lenders’ Containers”), (ii)  the lease
agreements to which the Other Lenders’ Containers may become subject to from
time to time to the extent (but only to the extent) that such lease agreements
relate to the Other Lenders’ Containers (the “Other
Lenders’ Lease Rights”) and (iii)  all rental and other
payments relating to the Other Lenders’ Lease Rights (the “Other
Lenders’ Lease Payments” and, collectively with the Other Lenders’
Containers and the Other Lenders’ Lease Rights, the “Other
Lenders’ Collateral”) to secure payment of all outstanding
Obligations owing by such Other Lenders’ under their related Managed Equipment
Loan Agreements and related Security Agreements (if any) (the “Other Lenders’ Obligations”);


 


WHEREAS, the Manager
will initially manage and administer all of the CLI Funding Containers, the CLI
Containers, the Other Lenders’ Containers and any other Containers which may
from time to time be included in the Manager Fleet (the “Other
Containers”);


 


WHEREAS, in accordance
with customary accounting and cash application procedures and the terms of this
Agreement, the Manager will collect the Aggregate Lease Payments (as defined in
Appendix A hereto) in the Manager Collection Accounts (as defined in Appendix A
hereto), held in the name of and controlled by the Collateral Agent for the
benefit of the Secured Parties, until distribution to each of the Managed
Equipment Owners or Managed Equipment Lenders (each as defined in Appendix A
hereto), as applicable; and


 


WHEREAS, the parties
hereto desire to set forth their relative rights in and to the CLI Funding
Collateral, the CLI Collateral, the Other Lenders’ Collateral and the Other
Containers, including with respect to the CLI Funding Lease Payments, the CLI
Lease Payments and the Other Lenders’ Lease Payments held in the Manager
Collection 


 


2

















 


Accounts
until distribution to each of the Managed Equipment Owners or Managed Equipment
Lenders, as applicable;


 


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


 


1.                                      DEFINITIONS:


 


1.1.                            Generally.  As used herein, all
capitalized terms shall have the meanings ascribed to them in the preamble or
recitals or in the Glossary attached hereto as Appendix A
(such meanings to be equally applicable to both the singular and plural forms
of the terms defined), unless the context otherwise requires.


 


1.2.                            Articles,
Sections, Subsections, and Paragraphs. 
All references to Articles, Sections, subsections or paragraphs shall
be to Articles, Sections, subsections and paragraphs, respectively, of this
Agreement, except as otherwise specifically provided.  The words “hereof”, “herein”, “hereto” and
“hereunder” and words of similar purport when used in this Agreement or in the
Glossary shall refer to this Agreement as a whole and not to any particular
provision of this Agreement.  The term
“Agreement” or “Intercreditor Collateral Agreement” shall include each of the
Attachments, Schedules, and Exhibits attached thereto.


 


2.                                      Disclaimer
of Revolver Agent in CLI Funding Collateral.


 


(a)                                  The Revolver
Agent hereby acknowledges and agrees for the benefit of the Trustee (acting in
its capacity as an indenture trustee under the Indenture) and its successors
and assigns that any and all security interests, liens, rights and interests of
the Revolver Agent, whether now or hereafter arising and howsoever existing, in
or on any or all of the CLI Funding Collateral (the “CLI
Revolver Excluded Collateral”) shall be and hereby are
released and terminated (to the extent the CLI Revolver Excluded Collateral
does not include any CLI Collateral). 
The Revolver Agent shall have no right to take any action with respect
to such CLI Revolver Excluded Collateral, whether by judicial or non-judicial
foreclosure, the seeking of the appointment of a receiver for any portion of
such assets or otherwise, or to take possession of any of such assets.  In the event any payment or distribution to
the Revolver Agent is made from any of the CLI Revolver Excluded Collateral, or
any proceeds thereof, upon or with respect to any of the indebtedness owing to
the Revolver Agent prior to the payment of all of the outstanding Obligations
owing by CLI Funding pursuant to the terms of the Related Documents (as such
term is defined in the Indenture) in full in cash and the termination of all
directly related financing arrangements, the Revolver Agent shall receive and
hold the same in trust for the benefit of the Trustee (acting in its capacity
as indenture trustee under the Indenture) and shall forthwith deliver the same
to the Trustee in precisely the form received (except for the endorsement or
assignment of the Revolver Agent where necessary) for application against the 


 


3

















 


CLI Funding Obligations then outstanding, whether due or not due, and,
until so delivered, the same shall be held in trust by the Revolver Agent as
the property of the Trustee (acting in its capacity as indenture trustee under
the Indenture).


 


(b)           To the extent
that any additional Managed Equipment Owner(s) and/or Managed Equipment
Lender(s) become a party hereto in accordance with the provisions of Section 11(b)
hereof, then the Revolver Agent will be deemed to have disclaimed any interest
in the Containers owned by such additional Managed Equipment Owner(s) and/or
pledged to such additional Managed Equipment Lender(s) (to the extent such
Containers do not constitute CLI Collateral). 
To the extent that any payment or distribution is made to the Revolver
Agent from the Containers owned by any such additional Managed Equipment Owner(s)
and/or pledged to such additional Managed Equipment Lender(s), the Revolver
Agent shall receive and hold the same in trust for the benefit of such Managed
Equipment Owner(s) and related Managed Equipment Lender(s) and shall forthwith
deliver the same to the appropriate Managed Equipment Owner(s) (or as a court
of competent jurisdiction may otherwise direct).


 


3.                                      Disclaimer
of CLI Funding Trustee in CLI Collateral.


 


(a)                                  The CLI Funding
Trustee hereby acknowledges and agrees for the benefit of the Revolver Agent
and its successors and assigns that any and all security interests, liens,
rights and interests of the CLI Funding Trustee, whether now or hereafter
arising and howsoever existing, in or on any or all of the CLI Collateral (“CLIF
Excluded Collateral”) shall be and hereby are released and terminated
(to the extent the CLIF Excluded Collateral does not include any CLI Funding
Collateral).  The CLI Funding Trustee
shall have no right to take any action with respect to such CLIF Excluded
Collateral, whether by judicial or non-judicial foreclosure, the seeking of the
appointment of a receiver for any portion of such assets or otherwise, or to
take possession of any of such assets. 
In the event any payment or distribution to the CLI Funding Trustee is
made from any of such CLIF Excluded Collateral, or any proceeds thereof, upon
or with respect to any of the indebtedness owing to the CLI Funding Trustee
prior to the payment of all of the obligations owing by CLI to the Revolver
Agent or any Lender (as such term is defined in the Revolving Credit Agreement)
pursuant to the terms of the Revolving Credit Agreement, in full in cash and
the termination of all directly related financing arrangements, the CLI Funding
Trustee, upon receipt of notice thereof, shall receive and hold the same in
trust, as trustee, for the benefit of such party and shall forthwith deliver
the same to such party in precisely the form received (except for the
endorsement or assignment of the CLI Funding Trustee where necessary) for
application against the CLI Obligations, whether due or not due, and, until so
delivered, the same shall be held in trust by the CLI Funding Trustee as the
property of the Revolver Agent.


 


(b)                                 To the extent
that any additional Managed Equipment Owner(s) and/or Managed Equipment Lender(s)
become a party hereto in accordance with 


 


4

















 


the provisions of Section 11(b)
hereof, then the CLI Funding Trustee will be deemed to have disclaimed
any interest in the Containers owned by such additional Managed Equipment Owner(s)  and/or pledged
to such additional Managed Equipment Lender(s)  (to the extent such
Containers do not constitute CLI Funding Collateral).  To the extent that any payment or
distribution is made to the CLI Funding Trustee from the Containers owned by
any such additional Managed Equipment Owner(s)  and/or pledged to such
additional Managed Equipment Lender(s), the CLI Funding Trustee shall receive
and hold the same in trust for the benefit of such Managed Equipment Owner(s)  and related
Managed Equipment Lender(s)  and shall forthwith deliver
the same to the appropriate Managed Equipment Owner(s)  (or as a court
of competent jurisdiction may otherwise direct).


 


4.                                      [Reserved].


 


5.                                      [Reserved].


 


6.                                      Manager
Collection Accounts and Collateral Accounts.


 


6.1.                            Manager
Collection Accounts; Grant of Security Interest Therein; and Assignment and
Pledge.


 


(a)                                  The Manager
maintains, and hereby agrees to continue to maintain, separate bank accounts in
the name of “U.S. Bank National Association, as collateral agent on behalf of
various secured parties” at the financial institutions and bearing the account
numbers listed in Exhibit A
hereto and at such other financial institutions in the future as are approved
in writing by each of the parties hereto (collectively, the “Manager
Collection Accounts”).  Until
otherwise instructed in writing by the Collateral Agent, acting under the
direction of the Trustee (acting in its respective capacity under the
Indenture) solely in respect of the CLI Funding Collateral or the Revolver
Agent, solely in respect of the CLI Collateral, the Manager will continue to
instruct all lessees of the Containers included in the Manager Fleet to remit
all rental and other payments arising under the Leases to one of the Manager
Collection Accounts.  No funds on deposit
in any of the Manager Collection Accounts will be withdrawn therefrom except
for (i)  deposits to Collateral Accounts made in accordance with the provisions of Section 6.2(b) hereof, (ii)  transfer of
funds to other Manager Collection Accounts, or (iii)  solely to the extent
permitted under the applicable Managed Equipment Loan Agreement, payments to
vendors or reimbursement to the Manager for Operating Expenses allocable to
each Managed Equipment Owner in accordance with the provisions of Section 6.2(a)  hereof or any
management fees payable to the Manager in accordance with the related Managed
Equipment Loan Agreement or payments to Managed Equipment Lenders and to the
Operating Account after satisfaction of Obligations of the Manager and after
payment of amounts allocable to the Managed Equipment Lenders.  Without limiting the foregoing, CLI, the
Managed Equipment Owners, the Managed Equipment Lenders, the Revolver 


 


5

















 


Agent, Bank of America N.A., as depositary,
the Trustee and the Collateral Agent have entered into a Blocked Account
Control Agreement with respect to each of the Manager Collection Accounts
substantially in the form of Exhibit  D hereto (the “Manager
Collection Account Control Agreement”).


 


(b)                                 The Manager
shall, from time to time, promptly after receipt thereof but in no event later
than three (3) Business Days after receipt, deposit the Gross Revenue of all
Containers in the Manager Fleet received by it (notwithstanding the instructions
provided above, provided it will promptly re-instruct any such payor to remit
payments directly to the Manager Collection Accounts), in kind, into one of the
Manager Collection Accounts.  Upon
receiving notice of any Lien upon any Manager Collection Account other than as
expressly provided herein, the Manager will, as soon as reasonably practicable,
cease depositing or causing to be deposited funds into such account, and will
thereafter deposit or cause to be deposited such funds into any other then
existing Manager Collection Account, or such other account as is approved in
writing by each of the parties hereto, until such time as such Lien is released
or removed on terms reasonably satisfactory to each of the parties hereto.


 


(c)                                  Each Managed Equipment
Owner hereby agrees that the funds in the Manager Collection Accounts
representing Gross Revenue allocable to its Containers secures, and shall
continue to secure among other obligations, such Managed Equipment Owner’s
obligation to pay the Operating Expenses allocable to its Containers.  In this respect, the phrase “Gross
Revenue allocable to its Containers” means those items of Gross
Revenue received by the Manager that have been specifically identified by the
Manager as related to such Containers, in accordance with its customary
accounting and cash application procedures. 
In addition, the phrase “Operating Expenses allocable to
its Containers” means those elements of Operating Expenses that
have been specifically identified or allocated by the Manager to such
Containers in accordance with Exhibit B
hereto and, to the extent not inconsistent
with Exhibit B, in accordance with its
customary accounting and cash application procedures.  Any allocation of Operating Expenses shall
not affect and shall at all times be limited by any agreement made by the
Manager to pay such Operating Expenses in return for payments of a certain
management fee thereunder (an “All-In Management Fee”).


 


(d)                                 Each Managed
Equipment Owner hereby grants a security interest in and to and Lien on, and
hereby assigns and pledges, all of such Managed Equipment Owner’s Gross
Revenues (whether now existing or hereafter created) on deposit in any of the
Manager Collection Accounts and the proceeds thereof to the Managed Equipment Lender(s)  which is the
lender to such Managed Equipment Owner pursuant to a Managed Equipment Loan
Agreement, if any, as security for such Managed Equipment Owner’s Obligations
to such Managed Equipment Lender(s)  and, in furtherance of the
foregoing, hereby grants a security interest in and to and Lien on, and hereby
assigns and pledges, its interest 


 


6

















 


in the Manager Collection Accounts to the Collateral Agent for the
benefit of the Secured Parties.  In
addition, the Manager hereby grants a security interest in and to and Lien on,
and hereby assigns and pledges, all of the Manager’s rights to and interest, if
any, as manager, in such Managed Equipment Owner’s Net Operating Income
(whether now existing or hereafter created) on deposit in any of the Manager
Collection Accounts and the proceeds thereof to any of the Managed Equipment
Lender(s)  lending to such Managed Equipment Owner pursuant to a Managed Equipment
Loan Agreement, as further security for such Managed Equipment Owner’s
Obligations to such Managed Equipment Lender(s).  The provisions of this Section 6.1(d) are supplemental
to, and do not derogate from or otherwise restrict, the provisions of the
relevant Security Agreements.


 


(e)                                  The Manager
will cause to be perfected, in accordance with the law of any applicable
jurisdiction to the extent perfection can be maintained in accordance with such
applicable law, the above-described respective security interests of each
Managed Equipment Lender in the assets from time to time deposited in or
credited to the Manager Collection Accounts and, in furtherance of the
foregoing, the Manager and each Managed Equipment Owner shall execute and
deliver to each Managed Equipment Lender, such financing statements and other
documents and take such steps which, in any such party’s reasonable opinion and
as reasonably requested by such Managed Equipment Lender, as required to
reflect the assignment and pledge to such party of and to establish, perfect
and maintain the priority of the security interests and Liens described in this Section 6.1. 
The Manager and each Managed Equipment Owner agrees that if
it takes any action pursuant to the immediately foregoing sentence with respect
to any party hereto, it shall take such action with respect to all the other
parties hereto.


 


(f)                                    Neither the
Trustee nor the Manager shall voluntarily change any Manager Collection
Account, either to a different deposit account at Bank of America N.A. or to an
account at another bank (which new Manager Collection Account shall be
acceptable to the Required Managed Equipment Lenders and, in any event, shall
be maintained at a bank in the United States of America, unless all of the
Managed Equipment Lenders agree to a different location), unless it shall have
given not less than sixty (60) days prior notice to each of the CLI Funding
Indenture Trustee, the Collateral Agent, the Revolver Agent and the Other
Lenders and, during such 60-day period, caused all actions required under Section 6.1(e) of this Agreement to have been
taken to establish, perfect and maintain as to such successor Manager
Collection Account the security interests and Liens granted in Section 6.1(d) of this Agreement, including without
limitation, the execution and delivery of a new Manager Collection Account
Control Agreement substantially in the form of Exhibit  D hereto.


 


(g)                                 If for any
reason any Manager Collection Account Control Agreement is terminated by Bank
of America N.A. (or any successor control agreement or agreement in the nature
thereof is terminated by any successor 


 


7

















 


depository bank then maintaining any Manager Collection Account), or if
for any reason Bank of America N.A.  or any
successor depository bank declines to continue to maintain any Manager
Collection Account, then the Manager and the Collateral Agent shall, as soon as
practicable, but in any event within whatever period of notice that the Manager
receives from Bank of America N.A. or any successor depository bank prior to
the termination of the applicable control agreement or the closing of such
Manager Collection Account, (i)  establish a successor
Manager Collection Account (at a bank in the United States of America, unless
all of the Managed Equipment Lenders agree to a different location), and (ii)  cause all
actions to be taken as required under
Section 6.1(e) of this Agreement to establish, perfect and
maintain as to such successor Manager Collection Account the security interests
and Liens granted in Section 6.1(d)
of this Agreement, including without limitation, the execution and delivery of
a new Manager Collection Account Control Agreement substantially in the form of
Exhibit  D hereto.


 


(h)                                 With reference
to the security interests, liens, assignments and pledges granted or created by
the Managed Equipment Owners pursuant
to Section 6.1(d) of this Agreement, each Managed Equipment
Lender hereby acknowledges and agrees that such security interests are limited
to the Gross Revenues allocable to the Containers constituting its Collateral
on deposit in the Manager Collection Accounts. 
Each of the Managed Equipment Lenders hereby further acknowledges and
agrees that such security interests are in each case subject to the right of
the Manager (subject to and in accordance with the terms and conditions of the
applicable Managed Equipment Loan Agreement) to apply funds from time to time
on deposit in the Manager Collection Accounts to pay itself the Management Fee
which is due and owing thereunder or to reimburse itself for the Operating
Expense that have been specifically identified or allocated by the Manager to
the related Managed Equipment Owner’s Containers in accordance with the provisions of Exhibit B hereto, as the case may be.  In the event any Managed Equipment Lender
receives any payment from or otherwise realizes on the Manager Collection
Accounts in excess of the Gross Revenues allocable to the Containers
constituting its Collateral, the Manager agrees to direct such recipient to
hold such amount in trust for the party entitled to such amount and to remit
such amount to such party as promptly as practicable.  This paragraph shall apply irrespective of
the time or order of attachment or perfection of the security interests
referred to in this paragraph, the time or order of filing of financing
statements, or the acquisition of, or the time of giving or failure to give
notice of the acquisition or expected acquisition of any such security
interests, in each case whether such event has occurred prior to or will occur
on or after the Effective Date and in each case irrespective of the breadth of
description of collateral in any security agreement, financing statement or
similar document.


 


(i)                                     CLI (as a
Managed Equipment Owner and in its capacity as a manager of Containers owned by
the Managed Equipment Owners) agrees that it shall not transfer ownership to,
in whole or part, or create, incur, assume or suffer 


 


8

















 


to exist any Lien in favor of any party upon (x)  the Manager
Collection Account or any funds therein or proceeds thereof other than in favor
of the Collateral Agent hereunder or (y)  any Collateral Account or
any funds therein or proceeds thereof other than in favor of the Managed
Equipment Lender related thereto.  Upon
receiving notice of any other Lien upon the Manager Collection Account or any
Collateral Account, the Manager shall, as soon as possible following notice to
such effect from any Managed Equipment Lender, cease depositing or causing to
be deposited funds into such account, and will thereafter deposit or cause to
be deposited such funds into such other account as is approved in writing by
each of the Managed Equipment Lenders, until such time as such Lien is released
or removed on terms reasonably satisfactory to each of the parties hereto.


 


6.2.                            Allocation
of Funds in Manager Collection Accounts and Payment to Collateral Accounts.


 


(a)                                  So long as any
Containers owned by any Managed Equipment Owner are managed by the Manager, the
Manager shall (i)  specifically identify the particular
Container to which the Gross Revenue shall relate and allocate thereto and (ii)  except to the
extent that, pursuant to the applicable Managed Equipment Loan Agreements, the
Manager is required to pay such sums from its Management Fee or otherwise, or
to the extent otherwise required under applicable Managed Equipment Loan
Agreement, pay from the Gross Revenue then on deposit in the Manager Collection
Accounts which is allocable to such Managed Equipment Owner, directly to vendors
or through reimbursement to the Manager, all sums the Manager is entitled to
pay for the account of such Managed Equipment Owner for such Managed Equipment
Owner’s Operating Expenses for any period (that have been specifically
identified to such Containers or allocated thereto in accordance with the
provisions of Exhibit B hereto).  Until the Manager no longer
manages the Collateral except to the extent that, pursuant to the applicable
Managed Equipment Loan Agreements, the Manager is required to pay such sums
from its Management Fee or otherwise, each Managed Equipment Lender and each
Managed Equipment Owner authorize the Manager to charge such Managed Equipment
Owner’s Gross Revenue in the Manager Collection Accounts and to disburse
directly to vendors or to itself in accordance with this Section 6.2(a), the amounts that have
been specifically identified to such Managed Equipment Owner’s Containers or
allocated thereto in accordance with the provisions
of Exhibit B hereto for such Managed Equipment Owner’s
Operating Expenses for any period.


 


(b)                                 In each case in
accordance with the applicable Managed Equipment Loan Agreement, the Manager
shall withdraw no later than five (5) Business Days after deposit in the
Manager Collection Accounts the Gross Revenues (in the case of CLI Funding LLC
and any other CLI Entity which has a Management Agreement involving an All-In
Management Fee) or Net Operating Income of each Managed Equipment Owner’s
Containers on deposit in the Manager Collection Accounts and pay such funds to
the applicable Managed 


 


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Equipment Lender or deposit such funds into such Managed Equipment
Owner’s Collateral Account maintained in the name of such Managed Equipment
Owner or any trustee therefor as designated on Schedule 6.2(b) hereto
or in writing from time to time by such Managed Equipment Owner or the
applicable Managed Equipment Lender(s) and to make payments to the
Operating Account after satisfaction of its Obligations.


 


(c)           With respect to
Lease Payments due (or to become due) from a customer with respect to any Lease
which relates to Containers owned by two or more Managed Equipment Owners, or
pledged to two or more Managed Equipment Lenders, CLI, as Manager (or their
designee, or any successor Manager, if applicable), (A) hereby agrees to
send invoices to such customer setting forth the respective amounts due and
payable under each Lease and (B) upon receipt, shall identify to which
Containers such payments relate, or to the extent that no such identification
can then be made, to allocate such payments in accordance with the allocation rules described
below (unless (a) otherwise specified in writing by the customer in
respect of that customer’s payment, in which case, the payment shall be
allocated in accordance with such customer specification or (b) if not
specified by the customer or in the related Lease, then as determined in
writing by a manager or party acting as administrator of the Collateral
relating to such payment, to the extent that none of the parties hereto objects
to such specification following reasonable prior written notice thereof):


 


(i)            First,
to all past due payments allocated in chronological order beginning with the
oldest undisputed receivable first as determined by original invoice date, if
any, with respect to each receivable of such customer, without regard to which
Containers such payment shall relate (but subject to the proviso below);


 


(ii)           Second,
to the minimum payment due in the current payment period with respect to each
receivable of such customer, without regard to which Containers such payment
shall relate (but subject to the proviso below); and


 


(iii)          Third,
to the remaining outstanding balance of each receivable of such customer,
without regard to which Containers such payment shall relate (but subject to
the proviso below);


 


provided, that,
if in allocating Lease Payments in accordance with the above, the Lease
Payments to be allocated are insufficient to satisfy all Lease Payments then
due and payable, the delinquencies, minimum current payments due or remaining
outstanding balances, as applicable, then the Lease Payments made in respect of
such Lease shall be allocated to the delinquencies, minimum current payments
due or remaining outstanding balances, as applicable, for each Container
subject to such Lease, pro rata, based on the proportion that the delinquency,
minimum current payment due or remaining outstanding balance, as


 


10

















 


applicable,
for each such Container bears to the delinquencies, minimum current payments
due or remaining outstanding balances, as applicable, for all Containers
subject to such Lease.  In furtherance of
the foregoing, if a particular asset is determined by the Manager to belong to,
or be a part of, two or more of:  the CLI
Collateral, CLI Funding Collateral and Other Lender’s Collateral, then absent
an agreement to the contrary by the parties hereto, the Manager shall notify
each related party of such determination and such asset (or proceeds of such
asset) shall be divided pro rata based on the aggregate outstanding principal
balances of each of the Obligations secured by such Collateral.


 


(d)           Each of the parties hereto agrees
that (i) the Manager shall have the rights and obligations with respect to
the Manager Collection Accounts set forth herein, notwithstanding the fact that
such accounts are in the name of the Collateral Agent and that the Collateral
Agent may be deemed the customer of the Depositary and (ii) such rights
and obligations are subject to the Manager Collection Account Control
Agreement.  The Collateral Agent agrees
that it shall not deliver a Shifting Control Notice (as defined in the Manager
Collection Account Control Agreement) or otherwise deliver instructions to the
Depositary unless directed to do so in writing by a Managed Equipment Lender.  Each of the Managed Equipment Lenders agrees
that it shall not instruct the Collateral Agent to deliver a Shifting Control
Notice or instructions to the Depositary unless and until an Event of Default
shall have occurred and be continuing under the Revolving Credit Agreement or
the Manager has been replaced or terminated pursuant to the terms of a
Management Agreement.  Upon the delivery
of a Shifting Control Notice relating to a Security Agreement, the Manager shall
have no right to access or to withdraw or transfer funds from the Manager
Collection Accounts with respect to the Net Operating Income allocable to the
Containers related to such Security Agreement. 
The party delivering the direction to the Collateral Agent to deliver a
Shifting Control Notice agrees that it shall notify the other parties hereto of
its delivery of such direction, specifying, among other things, the Managed
Equipment Owner affected by such direction. 
The Manager shall continue to have rights and obligations with respect
to the Manager Collection Accounts of the portion of the Gross Revenue therein
relating to the Managed Loan Agreements for which a Shifting Control Notice has
not been delivered.


 


7.             Security
Interests in Leases.


 


Certain Managed Equipment Owners have granted to
their respective Managed Equipment Lenders, a security interest in, to and
under the lease agreements to which their Containers may become subject from
time to time to the extent (but only to the extent) that such lease agreements
relate to their respective Containers. 
As the Leases relate to Containers that have been pledged to various
Managed Equipment Lenders, no one Managed Equipment Lender may, without
violating the rights of the other Managed Equipment Lenders and Managed
Equipment Owners, as the case may be, take possession of the chattel paper
originals (if any)


 


11

















 


of the Leases and the Leases may not be stamped
or marked to indicate that they have been assigned to an identified secured
party.  As such, to perfect their
respective security interests and to preserve the priority thereof, each of the
Managed Equipment Owners and the Managed Equipment Lenders hereby appoints the
Collateral Agent upon the occurrence of a Lease Custodial Transfer, to take
possession of the Leases.  The Collateral
Agent hereby accepts such appointment on the terms and conditions contained
herein, and agrees that, pursuant to Sections 9-313(c)(1) and 9-313(h) of
the UCC, upon the occurrence of a Lease Custodial Transfer, to take and hold
the Leases for the respective Managed Equipment Lender’s benefit.  Each of the parties hereto agrees, for
purposes of preserving the respective priority of each security interest
granted herein or in any Security Agreement, the Manager shall stamp or mark
each Lease in its possession with a legend stating the following:  “LESSOR’S ORIGINAL.  THE EQUIPMENT IDENTIFIED IN THIS LEASE AND
ALL RIGHTS OF THE LESSOR HEREUNDER ARE SUBJECT TO A LIEN IN FAVOR OF U.S. BANK
NATIONAL ASSOCIATION, AS COLLATERAL AGENT FOR VARIOUS SECURED PARTIES OF
CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL,
LLC) OR ITS SUBSIDIARIES.  TO THE EXTENT
THAT THIS LEASE SHALL CONSTITUTE CHATTEL PAPER, NO SECURITY INTEREST HEREIN MAY BE
CREATED THROUGH THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN
THIS LESSOR’S ORIGINAL.”


 


8.             Agency Agreement.


 


(a)           Each Managed
Equipment Lender hereby irrevocably appoints, designates and authorizes U.S.
BANK NATIONAL ASSOCIATION, together with its successors and assigns, and U.S.
Bank National Association (together with its successors and assigns) hereby
agrees to act, as the secured party and the Collateral Agent, to take such
action on behalf of the Managed Equipment Lenders under the provisions of this
Agreement and to exercise such powers and perform such duties as are expressly
delegated to it by the terms of this Agreement, together with such powers as
are reasonably incidental thereto. 
Notwithstanding any provision to the contrary contained elsewhere herein
or in this Agreement, the Collateral Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Collateral Agent have or be deemed to have any fiduciary relationship with any
Managed Equipment Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Collateral Agent.


 


(b)           Neither the
Collateral Agent nor any affiliate thereof nor any of their respective
directors, officers, employees, attorneys or agents shall be liable for any
action taken or omitted to be taken by it or them under or in connection 


 


12

















 


with this Agreement, except to the extent resulting from such Person’s
negligence or willful misconduct.


 


(c)           Each Managed
Equipment Lender confirms to the Collateral Agent acting hereunder and the
other Managed Equipment Lenders that it has not relied, and will not hereafter
rely, on the Collateral Agent or any other Managed Equipment Lender:  (i) to check or inquire on such Managed
Equipment Lender’s behalf into the adequacy, accuracy or completeness of any
information provided by CLI and any CLI Entity (defined herein), or any other
Person under or in connection with this Agreement or the transactions
contemplated hereby (whether or not such information has been or is hereafter
distributed to such Managed Equipment Lender by the Collateral Agent), (ii) to
assess or keep under review on such Managed Equipment Lender’s behalf the
financial condition, creditworthiness, condition, affairs, status or nature of
CLI and the CLI Entities (defined herein), any of their subsidiaries or
affiliates or the nature or value of any collateral, or (iii) to review, as
to form, completeness, execution or any other aspect, any of the Leases.


 


(d)           CLI, jointly
and severally, and each of the CLI Entities, on a several basis (ratably in
accordance with their pro rata share of the Obligations), agree to indemnify
the Collateral Agent, its affiliates, and their respective directors, officers,
employees and agents (each an “Indemnified Person”), against, and hold each of
them harmless from, any and all liabilities, obligations, losses, claims,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever, including the reasonable fees and
disbursements of counsel to the Collateral Agent, which may be imposed on,
incurred by, or asserted against any Indemnified Person, in any way relating to
or arising out of this Agreement or the transactions contemplated hereby or any
action taken or omitted by any Indemnified Person in connection with any of the
foregoing (collectively, “Indemnified Amounts”); provided
that neither CLI nor any of the CLI Entities shall be liable to any Indemnified
Person for any portion of such Indemnified Amounts to the extent they are found
by a final decision of a court of competent jurisdiction to have resulted from
such Indemnified Person’s negligence or willful misconduct.  The Collateral Agent agrees that any amounts
payable to it pursuant to this paragraph (d) by a CLI Entity shall not be
the basis for a “claim” as defined in Section 101(5) of the Federal
Bankruptcy Code against such CLI Entity or recourse to such entity.  To the extent not paid by CLI or the CLI
Entities, each Managed Equipment Lender, on a several basis ratably (based on
the aggregate outstanding principal amount of the Obligations secured hereby)
agrees to indemnify, defend and save harmless each Indemnified Person against
any Indemnified Amounts, subject to the proviso in the second preceding
sentence and subject in the case of the Trustee and any CLI Entity, to the
availability of funds under the respective Indenture and without reducing the
amount available for indemnity of the Trustee under such Indenture.


 


13

















 


(e)           The parties to
this Agreement acknowledge and agree that, if and for so long as the entity
serving as the Collateral Agent, or any affiliate thereof, is also the
Indenture Trustee, (i) such entity, or affiliate thereof, will perform its
duties and obligations as the Indenture Trustee to the same extent it would
were such entity not the Collateral Agent, and (ii) such entity will not
be held in violation of its duties and obligations under this Agreement or any
related document as the Collateral Agent in so doing.


 


(f)            Each Managed
Equipment Lender confirms and agrees as follows:


 


(i)            the
Collateral Agent may request and conclusively rely upon and shall be protected
in acting or refraining from acting upon any certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond
or other paper or document reasonably believed by it to be genuine and to have
been signed or presented by the proper party or parties and the Collateral
Agent shall have no responsibility to ascertain or confirm the genuineness of
any signature of any such party or parties;


 


(ii)           the
Collateral Agent may consult with counsel, financial advisers or accountants
and the written advice of any such counsel, financial advisers or accountants
and any written opinion of 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 with such written advice or written
opinion of counsel;


 


(iii)          the
Collateral Agent shall not be liable for any action taken, suffered or omitted
by it in good faith and reasonably believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Agreement;


 


(iv)          the
Collateral Agent shall not be bound to make any investigation into the facts or
matters stated in any certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing so to do by the Managed Equipment Lenders;


 


(v)           the
Collateral Agent may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents, affiliates,
accountants or attorneys and the Collateral Agent shall not be responsible for
any negligence or willful misconduct on the part of such agents, affiliates,
accountants or attorneys appointed by it with due care;


 


(vi)          the
Collateral Agent shall not be required to risk or expend its own funds or
otherwise incur any financial liability in the performance of any of its duties
(including, without limitation, under subparagraph (iv) above) or in the
exercise of any of its rights or powers hereunder if it shall have reasonable


 


14

















 


grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not assured to it;


 


(vii)         the
Collateral Agent shall not be deemed to have actual knowledge of an event of
default under any of the Managed Equipment Loan Agreements until a Responsible
Officer of the Collateral Agent shall have received written notice thereof;


 


(viii)        the
rights of the Collateral Agent to perform any discretionary act enumerated in
this Agreement shall not be construed as a duty, and the Collateral Agent shall
not be answerable for other than its negligence or willful misconduct in the
performance or forbearance of such act;


 


(ix)           anything
to the contrary in this Agreement notwithstanding, in no event shall the
Collateral Agent be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including, but not limited to, lost profits)
even if the Collateral Agent has been advised of the likelihood of such loss or
damage and regardless of the form of action; and


 


(x)            the
Collateral Agent shall not be required to give any bond or surety in respect of
the execution of the powers granted hereunder.


 


(g)           Until such time as the Obligations
have been discharged or satisfied in full (at which time the Collateral Agent’s
resignation shall be automatic), the Collateral Agent may not resign as
Collateral Agent prior to the appointment and acceptance of a successor
Collateral Agent by each of the parties hereto. 
If a successor Collateral Agent shall not have been selected within 90
days after delivery by the Collateral Agent to each of the parties hereto of a
request for such appointment and acceptance of a successor Collateral Agent,
the Collateral Agent may apply to any court of competent jurisdiction to
appoint a successor Collateral Agent to act until such time, if any, as a
successor Collateral Agent shall have been appointed and accepted by each of
the parties hereto as above provided. 
Any successor Collateral Agent so appointed by such court shall
immediately and without further act be superseded by any successor Collateral
Agent appointed and accepted by each of the parties hereto as above provided if
such superseding Collateral Agent is appointed within one year of appointment
of a Collateral Agent by such court. 
Notwithstanding the foregoing, if the Collateral Agent is also the
Trustee, the Collateral Agent shall cease to be Collateral Agent and shall be
relieved of all of its obligations hereunder 30 days (or such additional number
of days as are reasonably necessary to obtain a replacement Collateral Agent)
after the date on which there are no remaining secured parties under any of the
Indentures.


 


(h)           The Collateral Agent shall not be
entitled to any fees, compensation or reimbursement for its services hereunder,
except that the Collateral Agent shall be entitled to be paid by CLI (i) in
the case of a Lease


 


15

















 


Custodial Transfer, a reasonable fee to be agreed upon by the
Collateral Agent and CLI and all reasonable and documented costs and expenses
incurred by the Collateral Agent in connection therewith and (ii) after
receipt of a Shifting Control Notice, a one time fee of $8,000 and a monthly
fee of $2,000.


 


9.             Enforcement of Liens.


 


Notwithstanding anything in
this Agreement or any other agreement or document to the contrary, neither the
Trustee, the Revolver Agent, the Collateral Agent nor any Other Lender shall
assert or attempt to enforce or avail itself of any Liens or any other
pre-judgment or post-judgment Liens or assert any rights in or claims against
any of the Collateral or otherwise foreclose or realize upon the Collateral or
any part thereof without providing to each of the Trustee, the Revolver Agent,
the Collateral Agent and each Other Lender from time to time party hereto at
least five (5) days prior written notice thereof; provided, that failure
to give notice as provided in this Section 9
shall not impair any of the Obligations of any Managed Equipment Owner to its
Managed Equipment Lender or its obligations hereunder.


 


10.          Bankruptcy Matters.


 


10.1.       No Bankruptcy
Petition against CLI Entities.  Each party hereto agrees that it will not,
prior to the date that is one year and one day after the payment in full of all
amounts owing pursuant to the related Indenture and the documents related
thereto, institute against CLI Funding (together with each other Managed
Equipment Owner established as a special purpose subsidiary as a part of a
securitization transaction which has become a party hereto in accordance with Section 11(b),
each a “CLI Entity”, or collectively, the “CLI
Entities”), or join any other Person in instituting against
the CLI Entities, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other similar proceedings under the laws of any
applicable jurisdiction.  This Section 10.1
shall survive the termination of this Agreement.


 


10.2.       No Contest.  Each party hereto agrees that it will not
challenge or otherwise object to the characterization of any of the
contributions, sales, transfers or conveyances by any CLI Entity and/or any
affiliate thereof to any other CLI Entity (which has been established as part
of a securitization transaction on terms and conditions substantially similar
to those of the CLI Entities existing on the date hereof) as a “true sale”
rather than the grant of a collateral security interest to secure a debt.


 


10.3.       No Consolidation.  In any insolvency proceeding involving any
CLI Entity or any special purpose subsidiary established as a part of a
securitization transaction or any other affiliate of any CLI Entity, each party
hereto agrees that it will not put forth or join in any motion to consolidate
the assets and liabilities of (i) CLI with those of any CLI Entity or any
such special purpose subsidiary with those of any other entity or (ii) any
CLI Entity with those of any other CLI Entity or any such special purpose
subsidiary with those of any other entity.


 


16

















 


11.          Amendment, Waivers, Etc


 


(a)           Except as
otherwise set forth herein, the terms of this Agreement shall not be altered,
modified, amended, supplemented, waived or terminated in any manner whatsoever
except by written instrument signed by each of the parties hereto (including
any Managed Equipment Owner(s) and Managed Equipment Lender(s) not
initially parties to this Agreement but which subsequently become a party
hereto in accordance with the provisions
of Section 11(b)  hereof).


 


(b)           Managed
Equipment Owner(s) and Managed Equipment Lender(s) not initially
parties to this Agreement shall be entitled to participate in this Agreement,
as it may from time to time be amended or supplemented, by executing a
Supplemental Agreement, substantially in the form of Exhibit C hereto,
accepting the terms of this Agreement, as amended and supplemented to the date
of such execution.  Such participation
shall, prior to an Event of Default, require the written approval of the
Manager, such approval to be not unreasonably withheld, but shall not require
the further authorization or approval of any of the other parties hereto,
provided the participation in this Agreement by such additional party does not
conflict with the Managed Equipment Loan Agreements, and provided further that
the Manager shall have given five (5) Business Days’ prior written notice
of the participation in this Agreement by such additional party to each Managed
Equipment Lender then party to this Agreement. 
The Manager shall promptly furnish each Managed Equipment Lender then
party to this Agreement with a copy of the executed Supplemental Agreement with
such additional party.


 


12.          Miscellaneous.


 


12.1.       Conflict with Managed Equipment Loan Agreement.  Except as herein otherwise
expressly provided, all rights, powers, privileges and remedies granted to each
Managed Equipment Lender that is a party to this Agreement under its respective
Managed Equipment Loan Agreement are subject to the provisions contained
herein; provided that this Section 12.1 shall not be construed as
waiving or amending any covenant or agreement of any Managed Equipment Owner
contained in any such Managed Equipment Loan Agreement.


 


12.2.       No Waiver.  No waiver of any breach of this Agreement
shall be implied from any omission, failure or delay by any party to take any
action with respect to such breach.  No
express waiver shall affect any breach other than the breach specified therein
and each such express waiver shall be operative only for the time and to the
extent therein expressly stated.  No
waiver of any breach shall be construed as a waiver of any subsequent breach of
the same or a different covenant or of any subsequent failure to satisfy the
same or a different condition. Any party’s consent to or approval of any
particular event, act, omission, failure or delay shall not result in a waiver
of, or render unnecessary, consent to any approval of, any subsequent event,
act, omission, failure or delay; and no person’s or entity’s consent or
approval shall bind any other party.


 


17

















 


12.3.       Effective Date.  This
Agreement shall become effective from and after August 24, 2006 (the “Effective
Date”).


 


12.4.       Released
Containers.           To the extent that any
Containers and proceeds thereof which constitute CLI Revolver Excluded
Collateral are terminated and released by a Managed Equipment Lender pursuant
to the terms of the applicable Security Agreement (the “Released
Containers”) and are to be included in the CLI Collateral, such
Managed Equipment Lender hereby agrees to file promptly all UCC termination
statements necessary to reflect such termination of the Released Containers and
CLI hereby authorizes the Revolver Agent to file all necessary UCC financing
statements with respect to such Released Containers to grant the Revolver Agent
a perfected security interest in such Released Containers.


 


12.5.       Identification
of Containers.  Those specific
containers constituting CLI Containers, CLI Funding Containers and Other
Lenders’ Containers shall be determined by reference to the related Security
Agreement(s) or any financing statement(s) filed in order to perfect
the security interest set forth in such related Security Agreement(s), or if
such records are unavailable or inconclusive, or in the case of manifest error
in such records, then by reference to the records of the Manager, to which
determination shall in any case be conclusive.


 


12.6.       Successors and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, including without limitation, any successor
Manager under the Security Agreements that succeeds to the rights and
obligations of the Manager with respect to the Managed Containers.  No other entity shall be entitled to claim
any rights or benefits hereunder, as third party beneficiary or otherwise.


 


12.7.       Counterparts.  This Agreement may be
executed in any number of counterparts, but all such counterparts together
shall constitute one and the same agreement.


 


12.8.       Headings.  All headings appearing
herein are for convenience only and shall be disregarded in construing the
substantive provisions of this Agreement.


 


12.9.       Notices.  All notices, requests and demands to or upon
the parties hereto shall be given by (a) personal delivery, (b) certified
first class mail, postage prepaid (return receipt requested), (c) courier,
or (d) facsimile, with subsequent telephone confirmation of receipt thereof,
in each case at the address, telephone or fax number as shown adjacent to each
party’s signature hereto or to such other address as may be hereafter
designated in writing by the respective parties hereto.  Any party hereto may change such address by
notice given to the other parties in the manner above set forth.  Notice shall be effective and deemed received
(a) when delivered, if delivered by hand, (b) on the third Business
Day after deposit in the United States mail, (c) two days after being delivered
to the courier service, if sent by courier, or (d) upon receipt of
confirmation of transmission, if sent by telecopy.


 


18

















 


12.10.     Entire
Agreement.  This Agreement constitutes
the entire understanding of the parties with respect to the subject matter
hereof, and supercedes any prior agreements, written or oral, with respect
hereto.


 


12.11.     GOVERNING LAW.  THIS AGREEMENT SHALL BE
CONSTRUED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, 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.


 


12.12.     CONSENT TO JURISDICTION.  ANY LEGAL SUIT, ACTION OR
PROCEEDING AGAINST A PARTY HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL
OR STATE COURT IN THE 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 ENFORCING THIS
AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.


 


12.13.     Further Assurances.  Each party agrees to do such
further acts and things and to execute and deliver such additional assignments,
agreements, powers and instruments, at the expense of the Manager, as are
reasonably required to carry into effect the purposes of this Agreement.


 


12.14.     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 AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, INCLUDING IN
RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.


 


12.15.     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


 


19

















 


under or arising out of or in connection with
this Agreement or the subject matter hereof, subject to the mandatory
requirements of applicable law.


 


12.16.     No Novation.  Notwithstanding that this Agreement is
amended and restated as of the date hereof, nothing contained herein shall be
deemed to cause a novation of the arrangements set up in the prior agreement
executed on January 29, 2004.  In
addition, CLIF II, CLIF III and Fleet National Bank have been removed as parties
hereto because the loans to such entities have been repaid (in the case of CLIF
II and CLIF III) or the party has been replaced as the Revolving Agent (in the
case of Fleet National Bank).


 


[remainder of page intentionally blank]


 


20














 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their duly authorized
officers as of the day and year first written above.


 


CONTAINER LEASING INTERNATIONAL, LLC


(D/B/A CARLISLE LEASING INTERNATIONAL, LLC),


in its capacity as a Managed Equipment Owner
and manager of certain


Containers


 


 


	
  By:

  	
  /s/ Daniel D. DeBlasio

  	
   

  
	
   

  	
  Name: Daniel D.
  DeBlasio

  	
   

  
	
   

  	
  Title:   VP &
  Chief Financial Officer

  	
   

  



 


	
  Address:

  One Maynard Drive

  Park Ridge, NJ 07656

  Attention: Daniel DeBlasio

  	
   

  	
  with a copy to:

  One Maynard Drive

  Park Ridge, NJ 07656

  Attention: Lisa Leach, Esq.

  
	
   

  	
   

  	
   

  
	
  Phone: 201-391-0800

  Fax: 201-391-0356

  	
   

  	
  Phone: 201-391-0800

  Fax: 201-391-0356

  



 


 


CLI FUNDING LLC,


in its individual capacity as a Managed
Equipment Owner


 


 


	
  By:

  	
  /s/ Lisa D. Leach

  	
   

  
	
   

  	
  Name: Lisa D. Leach

  	
   

  
	
   

  	
  Title:   VP & General Counsel

  	
   

  



 


	
  Address:

  One Maynard Drive

  Park Ridge, NJ 07656

  Attention: Daniel DeBlasio

  	
   

  	
  with a copy to:

  One Maynard Drive

  Park Ridge, NJ 07656

  Attention: Lisa Leach, Esq.

  
	
   

  	
   

  	
   

  
	
  Phone: 201-391-0800

  Fax: 201-391-0356

  	
   

  	
  Phone: 201-391-0800

  Fax: 201-391-0356

  



 

















 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


in its capacity as administrative agent on
behalf of several


financial institutions party to the Revolving
Credit Agreement


 


 


	
  By:

  	
  /s/ Evelyn Thierry

  	
   

  
	
   

  	
  Name: Evelyn Thierry

  	
   

  
	
   

  	
  Title:   Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Carin Keegan

  	
   

  
	
   

  	
  Name: Carin Keegan

  	
   

  
	
   

  	
  Title:   Vice
  President

  	
   

  



 


	
  Address: with a copy to:

  
	
   

  
	
  60 Wall Street, MS NYC60-0208

  
	
  New York, New York 10005

  
	
  Attention:
  Evelyn Thierry

  



 

















 


U.S. BANK NATIONAL ASSOCIATION,


not in its individual capacity but solely as
trustee for the secured parties of CLI Funding LLC


 


 


	
  By:

  	
  /s/ Diane L. Reynolds

  	
   

  
	
   

  	
  Name: Diane L.
  Reynolds

  	
   

  
	
   

  	
  Title:   Vice
  President

  	
   

  



 


	
  Address:

  60 Livingston Avenue

  St. Paul, MN 55107-2292

  Attention: Structured Finance/CLI Funding LLC



  Phone: 651-495-3851

  Fax: 651-495-8090

  	
   

  	
  with a copy to:

  U.S. Bank Corporate Trust Services

  EP-MN-WS3D

  60 Livingston Avenue

  St. Paul, MN 55107-2292

  Attention: Eve Kaplan

  Phone: 651-495-3851

  Fax: 651-495-8090

  



 


 


U.S. BANK NATIONAL ASSOCIATION,


not in its individual capacity but solely as
Collateral Agent


 


 


	
  By:

  	
  /s/ Diane L. Reynolds

  	
   

  
	
   

  	
  Name:   Diane L. Reynolds

  	
   

  
	
   

  	
  Title:     Vice President

  	
   

  



 


	
  Address:

  60 Livingston Avenue

  St. Paul, MN 55107-2292

  Attention: Structured Finance/CLI Funding LLC



  Phone: 651-495-3851

  Fax: 651-495-8090

  	
   

  	
  with a copy to:

  U.S. Bank Corporate Trust Services

  EP-MN-WS3D

  60 Livingston Avenue

  St. Paul, MN 55107-2292

  Attention: Eve Kaplan

  Phone: 651-495-3851

  Fax: 651-495-8090

  



 

















 


Schedule 6.2(b)


 


EXISTING COLLATERAL ACCOUNTS


 


Bank of America N.A.


100 Federal Street


Boston, MA  02110


ABA#:                   011000138


Swift Code:            FNBBUS33


A-C#:                     9429363593


Name:                    Carlisle
Leasing Collateral Account


 


U.S.
Bank National Association

60 Livingston Ave.

EP-MN-WS3D

St. Paul, Minnesota 55107-2292

Attn: Structured Finance/CLI Funding LLC 2003

Account Name:  Trust Account


 














 


APPENDIX A


 


GLOSSARY


 


As used in the Intercreditor
Collateral Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and the plural
forms of the terms defined) unless the context otherwise requires:


 


“Business Day” means any day
on which banks in Boston, Massachusetts, St. Paul, Minnesota and New York, New
York are open for business generally.


 


“Casualty Loss” means, for a
Container:  (a) its loss, theft or
destruction, or (b) if such Container is subject to a Lease, such
Container shall have been deemed under its Lease to have suffered a casualty
loss or equivalent term.


 


“Casualty Proceeds” means for any
accounting period, all proceeds received by the Manager, on behalf of a Managed
Equipment Owner, from insurance or other sources, as a result of a Casualty
Loss.


 


“Closing
Costs” means closing costs incurred in connection with the Revolving Credit
Agreement and the Indentures including, without limitation, legal fees and
costs associated therewith, bank and agent fees and costs incurred in
connection with commercial finance examinations.


 


“Collateral” means, with
respect to each Managed Equipment Owner, the collateral described in such
Managed Equipment Owner’s Managed Equipment Loan Agreement and/or Security
Agreement with its Managed Equipment Lender(s).


 


“Collateral Account” means, with
respect to each Managed Equipment Owner, the separate bank account maintained
in the name of or for the benefit of the applicable Managed Equipment Lender
and which is more particularly described in Section 6.2(b).


 


“Containers” means
intermodal refrigerated containers, including any generator sets or cooling
units used with such refrigerated containers, and any 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 replacement for,
to or of any such items.


 


“Direct
Expenses” means all direct expenses and costs related to the
operation and management of the Containers in the Manager Fleet including but
not limited to:  (i) the expenses of
maintaining, repairing (including the cost of repairs made pursuant to a damage
protection plan), refurbishing, storing, repositioning, surveying, recovering,
and handling such Containers, including the cost of spare parts; (ii) agent
commissions; (iii) depot fees; (iv) the expenses of inspecting,
marking and remarking such Containers, except for third-party commissions,
factory inspection costs and the cost of initial repositioning associated with
the acquisition of new containers; (v) bad debt expense on a specific
lessee identification basis; (vi) bankruptcy recovery expense; (vii) legal
fees 


 


A-1

















 


incurred
in connection with enforcing rights under the Leases or repossessing such
Containers; (viii) legal fees and other costs incurred by reason of
uninsured claims for personal injury or property damage; (ix) legal fees
related to the collection of bad debts or legal fees incurred in connection
with a proceeding against the supplier or manufacturer of such Containers; (x) charges,
assessments or levies of whatever kind or nature imposed upon or against such
Containers including ad valorem, gross receipts and/or other property taxes
imposed against such Containers or against the revenues generated by such
Containers; and (xi) non-recoverable sales and value-added taxes on such
expenses and costs.


 


“Event of Default” means any
event or condition defined as an “Event of Default” in any of the Managed
Equipment Loan Agreements or related Security Agreements.


 


“GAAP” means
principles that are consistent with the principles promulgated or adopted by
the Financial Accounting Standards Board and its predecessors, as in effect from
time to time.


 


“Gross Revenue” means all of
the following:  (a) all income
(without reduction for expenses or costs), calculated on a cash basis in
accordance with U.S. GAAP, earned in connection with the ownership, use and/or
operation of a Container, including, but not limited to, rental, handling,
location, revenue, damage protection, interchange fees and other rental-related
charges arising from leasing of such Container, and (ii) all Miscellaneous
Owner Proceeds, Casualty Proceeds, Indemnification Proceeds and Sales Proceeds
specifically relating to such Container.


 


“Indemnification Proceeds” means, for any
accounting period, all proceeds received by the Manager, on its own behalf or
on behalf of the Managed Equipment Owners, from lessees pursuant to the Leases,
insurance or other sources, for indemnification of liability and loss with
respect to the Manager Fleet, excluding Casualty Proceeds, Sales Proceeds and
Miscellaneous Owner Proceeds.


 


“Indirect
Expenses” means certain indirect expenses that are reasonably
attributable to the operation and management of the Containers in the Manager
Fleet and are therefore allocated among all such Containers on an equitable,
non-discriminatory basis (proportionally based on the ratio of the Net Book
Value of Containers for a particular Managed Equipment Owner to the Net Book
Value of Containers in the Manager Fleet). 
Such indirect expenses may include, but are not limited to: (i) examination,
investigation and other costs incurred as a result of governmental regulatory
actions or the collection of bad debts; (ii) agent expenses; (iii) accounting
fees related to the annual review by Manager’s auditors of the Gross Revenue,
Operating Expenses and management fees for the Manager Fleet; (iv) the
cost of insurance premiums; and (v) bad debt expense on a general reserve
basis.


 


“Lease” means any
lease of a Container by the Manager to a lessee.


 


A-2

















 


“Lease Custodial Transfer” means a Lease
Custodial Transfer as defined in any Managed Equipment Loan Agreement, Security
Agreement or any document (or agreement) related thereto (including the
Management Agreements) or any provisions of the same which shall provide for
the possession of the Leases (related to such agreements) to be transferred
from CLI to the Collateral Agent, upon the occurrence of certain events (as
specified therein), and thereafter for such Leases to be held and maintained by
the Collateral Agent for the benefit of the Secured Parties.


 


“Lease Payments” means any of
the payments received from the Leases and the CLI Lease Payments, the CLI
Funding Lease Payments and any Other Lenders’ Lease Payments and the “Aggregate Lease Payments” shall mean all of
the foregoing.


 


“Lien” means any
security interest, lien, charge, pledge, equity or encumbrance of any kind.


 


“Managed Equipment
Lenders” means collectively (i) the Trustee, (ii) the
Revolver Agent and the Lenders listed on Schedule 1 to the
Revolving Credit Agreement, (iii) any future lender to a Managed Equipment
Owner who subsequently becomes a party to the Intercreditor Collateral
Agreement, and (iv) lenders and lessors identified on Schedule 9.1
to the Revolving Credit Agreement; and “Managed Equipment Lender” means any one
of the foregoing.  The term “Managed
Equipment Lender” shall also mean the agent, trustee or other representative of
any Managed Equipment Lender, as the context may require.


 


“Managed
Equipment Loans” means collectively (i) the loans evidenced by
the Indentures, (ii) the loans evidenced by the Revolving Credit
Agreement, and (iii) any existing and future equipment loans made by a
Managed Equipment Lender to a Managed Equipment Owner for the purpose of
financing or refinancing the acquisition by such Managed Equipment Owner of its
Containers; and “Managed Equipment Loan” means any one of such loans.


 


“Managed Equipment Loan
Agreements” means collectively: (i) the Indentures, (ii) the
Revolving Credit Agreement and (iii) other credit agreement or credit
agreements pursuant to which a Managed Equipment Lender has made or may in the
future make a Managed Equipment Loan to a Managed Equipment Owner; including
any amendments or supplements thereto and any related loan documents (including
but not limited to any related Security Agreement) other than the Intercreditor
Collateral Agreement; and “Managed Equipment Loan Agreement” means any one of
such agreements.


 


“Managed Equipment Owners” means
collectively (i) CLI, (ii) CLI Funding, (iii) any other managed
equipment owners whose Containers are managed by the Manager and who
subsequently become a party to the Intercreditor Collateral Agreement, and (iv) lessors
identified on Schedule 9.1 to the Revolving Credit
Agreement; and “Managed Equipment Owner” means any one of such entities, but
shall in no event mean the Manager acting in its capacity as Manager.


 


A-3

















 


“Management Agreement” means each of (1) the
Second Amended and Restated Management Agreement, dated as of August 24,
2006, between CLI and CLI Funding, and (2) any other management agreement
between a CLI Entity and CLI as manager, in each case as may be amended,
modified or supplemented from time to time and Management Agreements means
collectively all of the foregoing.


 


“Manager Collection Accounts” means the bank
accounts maintained in the name of the Collateral Agent on behalf of various
secured parties and which are more particularly described in Section 6.1(a) and Exhibit A to this
Agreement.


 


“Manager Fleet” means, at any
time, the fleet of Containers managed by the Manager.


 


“Miscellaneous
Owner Proceeds” means amounts received by the Manager, on behalf of
a Managed Equipment Owner:  (i) from
the manufacturers or sellers of Containers in the Manager Fleet for breach of
sale warranties relating thereto, (ii) from lessees for repair rebill
proceeds on Containers which are designated for sale, and (iii) in payment
or settlement of any claims, losses, disputes or proceedings relating to such
Containers; provided, however, Miscellaneous Owner
Proceeds shall not include Sales Proceeds, Casualty Proceeds and
Indemnification Proceeds.


 


“Net Book Value” means, with
respect to any Container, the Original Cost of such Container adjusted to
reflect depreciation in accordance with the following depreciation method: all
Containers are to be depreciated over fifteen years on a straight-line basis to
a residual value of no more than 10% of Original Cost.


 


“Net Operating Income” means, for any
accounting period, Gross Revenue for such period minus Operating Expenses for
such period.


 


“Obligations” means, with
respect to each Managed Equipment Owner, all indebtedness, liabilities and
other obligations of such Managed Equipment Owner to its respective Managed
Equipment Lender or Lenders incurred hereunder or under its Managed Equipment
Loan Agreement, related Security Agreement or other Related Document (as
defined in such Managed Equipment Loan Agreement) with such Managed Equipment
Lender or Lenders, however and whenever arising and whether or not for the
payment of money, secured by the collateral described in such Security
Agreement.


 


“Operating
Account” means the Bank of America,
N.A. Deposit Account # 9429134782, or any successor account notified to the
Collateral Agent by CLI.


 


“Operating Expenses” means all expenses
and costs incurred or accrued, in accordance with U.S. GAAP, in connection with
the operation and management of the Containers in the Manager Fleet as limited
in accordance with the terms of any Managed Equipment Loan Agreement or
management agreement related thereto (including the Management
Agreements).  Operating Expenses do not
include the SG&A Expenses, costs included in the definition of Sales
Proceeds, and depreciation and other non-cash 


 


A-4

















 


charges.  Operating Expenses specifically include, but
are not limited to, the following:  (a) Direct
Expenses, (b) Indirect Expenses and (c) Closing Costs.


 


“Original Cost” means, with
respect to any Container, the purchase price, expressed in Dollars, as
determined in accordance with U.S. GAAP, consistently applied, plus the
allocated portion of any asset write-up permitted under the relevant Managed
Equipment Loan Agreement.


 


“Person” means an
individual, a partnership, a limited liability company, a corporation, a joint
venture, an unincorporated association, a joint-stock company, a trust, or
other entity or a Governmental Authority.


 


“Required
Managed Equipment Lenders” means, (i) with
respect to the Revolving Credit Agreement, the Required Lenders (as defined
therein), (ii) with respect to the CLI Funding Indenture, the Requisite
Global Majority (as defined in such Indenture), and (iii) with respect to
any other Managed Equipment Loan Agreement, such Person as designated in a
Supplemental Agreement to the Intercreditor Collateral Agreement (in the form
of Exhibit C hereto).


 


“Responsible
Officer,” when used with respect to the Collateral Agent,
means any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or any other officer or employee of the Collateral
Agent customarily performing functions similar to those performed by any of the
above designated officers and also to whom, with respect to a particular
matter, such matter is referred because of such officer’s or employee’s
knowledge of and familiarity with the particular subject and in each case who
shall have direct responsibility for the administration of this Agreement.


 


“Restricted
Subsidiaries” shall have the meaning set forth in the Revolving
Credit Agreement.


 


“Restricted
Subsidiary Security Agreement” means each Restricted
Subsidiary Security Agreement entered into by a Restricted Subsidiary and the
Revolver Agent from time to time pursuant to the Revolving Credit Agreement in
favor of the lenders party thereto and the Revolver Agent.


 


“Sales Proceeds” means the
gross proceeds (including but not limited to cash sales price, but excluding
repair rebill proceeds from Lessee) received by Manager, on behalf of
applicable Managed Equipment Owner, from the sale or other disposition of
Containers in the Manager Fleet, less commissions, administrative fees,
handling charges or other amounts paid or to be paid to third parties in
connection with the sale or other disposition of such Containers.


 


“Secured
Parties” means the Trustee, the Revolver Agent and any other
financial institution which joins the Intercreditor Collateral Agreement as a
Managed Equipment Lender.


 


A-5

















 


“Security Agreements” means,
collectively, any security agreement, indenture or similar document entered
into by a Managed Equipment Owner or the Manager pursuant to which such Managed
Equipment Owner or the Manager grants a security interest in certain collateral
to a Managed Equipment Lender (including, without limitation, the Revolving
Credit Security Agreement and the Indentures); including any amendments,
modifications or supplements thereto; and “Security Agreement” means any one of
such agreements.


 


“SG&A Expenses” means all
sales, general and administrative expenses incurred by Manager and its
subsidiaries, directly or indirectly, in connection with the management of the
Containers in the Manager Fleet, including but not limited to, salaries, rents,
legal (except legal fees included in the definition of Operating Expenses),
accounting (including fees associated with the quarterly review and annual
audit of Manager’s financial condition and preparation of relation financial
statements, but excluding fees related to the quarterly and annual review by Manager’s
auditors of the Gross Revenue, Operating Expenses and management fees (if any)
for the Manager Fleet), utilities, travel and entertainment, capital
expenditures and other similar items constituting Manager’s overhead.


 


“Subsidiary” of a Person
means any corporation, association, partnership, limited liability company,
joint venture or other business entity of which more than fifty percent (50.0%)
of the voting stock or other equity interests (in the case of Persons other
than corporations) is owned or controlled directly or indirectly by such
Person, or one or more of the Subsidiaries of such Person, or a combination
thereof.


 


“UCC” means the
Uniform Commercial Code as the same may, from time to time, be in effect in the
State of New York; provided, however, in the event that, by
reason of mandatory provisions of law, any or all of the attachment, perfection
or priority of the Managed Equipment Lenders’ respective security interest in
the Net Operating Income then on deposit in any of the Manager Collection
Accounts and the proceeds thereof 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 hereof relating to such attachment, perfection
of priority and for purposes of definitions related to such provisions.


 


A-6














 


EXHIBIT A


 


LISTING OF MANAGER COLLECTION ACCOUNTS


 


Bank of America N.A.


100 Federal Street


Boston, MA  02110


ABA #:                                                       011000138


Swift Code:                                   FNBBUS33


A-C #:                                                             9429134790


 


A-1

















 


EXHIBIT B


 


METHODOLOGY FOR ALLOCATING OPERATING EXPENSES


 


“Operating Expenses” shall
be allocated as follows:


 


(a)                                  Direct Expenses
and direct costs which can not be allocated to an individual container and were
incurred for the benefit of a group of Containers in the Managed Fleet shall be
allocated among the relevant Containers on an equitable and non-discriminatory
basis by determining an average TEU cost for all relevant Containers in the
group incurring the expense.


 


(b)                                 Indirect Expenses and indirect costs
which can not be allocated to an individual container and were incurred for the
benefit of a group of Containers in the Managed Fleet shall be allocated among
the relevant Containers on an equitable and non-discriminatory basis by
determining an average TEU cost for all relevant Containers in the group
incurring the expense.


 


(c)                                  Closing Costs
will be allocated to the specific transactions where so identified.  In the event that that such expenses cannot
be so allocated, they shall be allocated among all Containers using the
methodology set forth in section (b) above.


 


B-1

















 


EXHIBIT C


 


FORM OF SUPPLEMENTAL AGREEMENT TO THE INTERCREDITOR COLLATERAL
AGREEMENT


 


THIS SUPPLEMENTAL AGREEMENT
TO THE INTERCREDITOR COLLATERAL AGREEMENT is made as of [                           ]
(this “Supplemental Agreement”),
by and among CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING
INTERNATIONAL, LLC), a limited liability company organized and existing under
the laws of the State of New York (acting in its capacity as a Managed
Equipment Owner and as manager of certain Containers, together with its
successors and permitted assigns, the “Manager”
or “CLI”), U.S. BANK NATIONAL
ASSOCIATION, a national banking association (acting in its capacity as indenture
trustee for the secured parties (i) under that certain Second Amended and
Restated Indenture, dated as of August 24, 2006 (as may be amended or
modified from time to time), between U.S. Bank National Association and CLI
Funding (the “CLI Funding Trustee” or
the “Trustee”), U.S. BANK NATIONAL
ASSOCIATION, a national banking association, acting as collateral agent
(together with its successors and assigns, the “Collateral Agent”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a
New York banking company (acting in its capacity as administrative agent on
behalf of several financial institutions pursuant to the Revolving Credit
Agreement, the “Revolver Agent”),
and [                           ],
a [                           ]
(“New Party A”) and [                           ]
(“New Party B”).  Capitalized terms not herein defined shall
have the respective meanings set forth in the Second Amended and Restated
Intercreditor Collateral Agreement, dated as of October 26, 2001, as
amended and restated as of January 29, 2004 and as further amended and
restated as of August 24, 2006, among CLI, CLI Funding, the Revolver
Agent, the Collateral Agent and various other persons from time to time parties
thereto (the “Agreement”).


 


RECITALS


 


WHEREAS,  Section 11(b) of the Agreement contemplates that
“Managed Equipment Owners” and “Managed Equipment Lenders” (as such terms are
defined in the Agreement) not initially parties to the Agreement shall be
entitled to participate in the Agreement, as it may from time to time be amended
or supplemented, by executing a Supplemental Agreement accepting the terms of
the Agreement, as amended and supplemented to the date of such execution, upon
written approval of the Manager, but without further authorization or approval
of the other parties to the Agreement, provided certain conditions set forth
therein have been met.


 


WHEREAS, [each of] New
Party A [and New Party B] is willing to participate in the Agreement as a
Managed Equipment Owner [and Managed Equipment Lender, respectively,] upon the
terms and conditions set forth herein, and the Manager is willing to give its
written approval to such participation.


 


C-1

















 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:


 


1.                                       Each of New
Party A and New Party B hereby accepts each of the terms of the Agreement, as
amended and supplemented to the date of the execution of this Supplemental
Agreement.


 


2.                                       The Manager
hereby approves of the participation in the Agreement by each of New Party A
[and New Party B]. The Manager further hereby agrees that New Party A shall
constitute a Managed Equipment Owner [and New Party B shall constitute a
Managed Equipment Lender,] as such terms are defined in the Agreement.


 


3.                                       (a)                                  New Party A and
New Party B hereby acknowledge and agree for the benefit of (i) the
Trustee, (ii) the Revolver Agent and (iii) the Other Lenders (as
defined in the Agreement) and their successors and assigns that any and all
security interests, liens, rights and interests of New Party A or New Party B,
whether now or hereafter arising and howsoever existing, in or on any or all of
the Collateral owned by other Managed Equipment Owners and pledged to other
Managed Equipment Lenders [or the Unpledged Containers] shall be and hereby are
released and terminated.  New Party A and
New Party B shall have no right to take any action with respect to such
Collateral, whether by judicial or non judicial foreclosure, the seeking of the
appointment of a receiver for any portion of such party’s assets or otherwise,
or to take possession of any of such Collateral.  In the event any payment or distribution to
New Party A or New Party B is made from any of such Collateral, or any proceeds
thereof, upon or with respect to any of the indebtedness owing to New Party A
or New Party B prior to the payment of (i) the CLI Obligations, (ii) the
CLI Funding Obligations, (iii) [obligations under the Unsecured Term Loan
Facilities,] or (iv) the Other Lenders’ Obligations in full in cash and
the termination of all directly related financing arrangements, such New Party
A or New Party B, as applicable, shall receive and hold the same in trust for
the benefit of the other Managed Equipment Lenders, and shall forthwith deliver
the same to the Collateral Agent for the benefit of the applicable Managed
Equipment Lender, in precisely the form received (except for the endorsement of
such New Party A or New Party B, as applicable) for application against the CLI
Obligations, the CLI Funding Obligations or the Other Lenders’ Obligations, as
applicable, whether due or not due, and, until so delivered, the same shall be
held in trust by such New Party A or New Party B, as applicable, as the
property of the Collateral Agent for the benefit of the applicable Managed
Equipment Lenders.


 


(b)                                 To the extent that any
additional Managed Equipment Owner(s) and/or Managed Equipment Lender(s) become
a party to the Agreement in accordance with the provisions of Section 11(b) thereof, then New Party A and New Party
B will be deemed to have disclaimed any interest in the Containers owned by
such additional Managed Equipment Owner(s) and/or pledged to such
additional Managed Equipment Lender(s). To the extent that any payment or
distribution is made to New 


 


C-2

















 


Party A and/or New Party B from the
Containers owned by any such additional Managed Equipment Owner(s), New Party A
and New Party B, as the case may be, shall receive and hold the same in trust
for the benefit of such Managed Equipment Owner(s) and related Managed
Equipment Lender(s) and shall forthwith deliver the same to the
appropriate Managed Equipment Owner(s) (or as a court of competent
jurisdiction may otherwise direct).


 


4.                                       New Party A and
New Party B hereby agree to be added as parties to any Blocked Account Control
Agreement, substantially in the form of Exhibit D to the Agreement, that
may be delivered pursuant to the Agreement. 
Furthermore, the execution and delivery by each of New Party A and New
Party B of their counterpart signature pages to this Supplemental
Agreement shall evidence each of New Party A and New Party B’s automatic
accession and agreement to such Blocked Account Control Agreement referred to
in the immediately preceding sentence.


 


5.                                       The Requisite
Global Majority or Required Lenders with respect to the undersigned for
purposes of the definition of Required Management Equipment Lenders is                    .


 


6.                                       For purposes of
Section 12.9 of the Agreement, the address of New Party A is
[                           ]
and the address of New Party B is [                           ].
Notice of change of such addresses shall be made pursuant to said Section 12.9.


 


7.                                       This instrument
may be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original; but all such counterparts
shall together constitute only one and the same instrument.


 


8.                                       This
Supplemental Agreement shall be construed by and interpreted in accordance with
the laws of the State of New York, 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.


 


[Signature Pages to Follow]


 


C-3

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Supplemental Agreement to the Intercreditor Collateral
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


 


	
   

  	
  CONTAINER LEASING INTERNATIONAL, LLC,

  
	
   

  	
  in its capacity as a
  Managed Equipment

  
	
   

  	
  Owner and manager of
  certain Containers

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CLI FUNDING LLC,

  
	
   

  	
  in its individual capacity
  as a Managed Equipment Owner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


C-4

















 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  
	
   

  	
  in its capacity as
  administrative agent on behalf of several financial institutions party to the
  Revolving Credit Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
  not in its individual
  capacity but solely as trustee for

  
	
   

  	
  the secured parties of CLI
  Funding LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
  in its capacity as
  Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NEW PARTY A]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NEW PARTY B]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


i

















 


EXHIBIT D


 


FORM OF BLOCKED
ACCOUNT CONTROL AGREEMENT

(“SHIFTING CONTROL”)


 


This AGREEMENT dated as of August 24,
2006, by and among Container Leasing International, LLC (d/b/a Carlisle Leasing
International, LLC), a limited liability company organized and existing under
the laws of New York (acting in its capacity as a Managed Equipment Owner and
manager of certain Containers, together with its successors and permitted
assigns, the “Manager” or “CLI”), CLI FUNDING LLC, a limited liability
company organized under the laws of the State of Delaware (acting in its
capacity as a Managed Equipment Owner, “CLI
Funding”), U.S. BANK NATIONAL ASSOCIATION, a national banking
association (acting in its capacity as indenture trustee for the secured
parties under that certain second amended and restated indenture, dated as of August 24,
2006 (as may be amended or modified from time to time), between U.S. Bank
National Association and CLI Funding (the “CLI
Funding Trustee” or the “Trustee”)),
DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the
laws of the State of New York (acting in its capacity as administrative agent
on behalf of several financial institutions pursuant to the Revolving Credit
Agreement, the “Revolver Agent”),
U.S. BANK NATIONAL ASSOCIATION, a national banking association, as collateral
agent (together with its successors and assigns, the “Collateral Agent”) and BANK OF AMERICA,
N.A., as depositary (the “Depositary”).  Capitalized terms not herein defined shall
have the respective meanings set forth in the Second Amended and Restated
Intercreditor Collateral Agreement, dated as of October 26, 2001, as
amended and restated as of January 29, 2004 and further amended and
restated as of August 24, 2006, among CLI, CLI Funding, the Revolver Agent
and the Collateral Agent.


 


The parties hereto refer to
Account No. 9429134790 in the name of “U.S. Bank National Association,
acting on behalf of various secured parties”, which is maintained at Bank of
America, N.A. (the “Account”) and
hereby agree as follows:


 


1.                                       Each of the
Managed Equipment Owners and the Managed Equipment Lenders hereby notifies the
Collateral Agent and the Depositary that by separate agreement(s) each
such Managed Equipment Owners has granted to its respective Managed Equipment
Lender a security interest in the Account and all funds on deposit from time to
time therein.  The Collateral Agent and
the Depositary hereby acknowledge being so notified.


 


2.                                       Prior to the
Effective Time (as defined below) the Depositary shall honor all withdrawal,
payment, transfer or other fund disposition or other instructions
(collectively, “instructions”) received from CLI concerning the Account.  As of the date hereof, (and without the
consent of CLI or any other CLI Entity), Depositary shall honor all instructions
received from the Collateral Agent (“Collateral
Agent’s Instructions”) concerning the Account.  The Collateral Agent’s Instructions on any
day shall be limited to a single set of wire instructions with respect to
collected funds in the Account as of the close of the immediately preceding
business day for each Managed Equipment Lender or as otherwise agreed by the
Collateral Agent in its sole discretion, subject to paragraph 3 hereof.


 


D-1

















 


For purposes hereof, the
“Effective Time” shall be the opening of business on the second business day
next succeeding the business day on which a notice purporting to be signed by
the Collateral Agent in substantially the same form as Exhibit A,
attached hereto, with a copy of this Agreement attached thereto (a “Shifting Control Notice”), is actually
received by one of the individual employees of Depositary to whom the notice is
required hereunder to be addressed; provided, that a “business day” is any day
other than a Saturday, Sunday or other day on which Depositary is or is
authorized or required by law to be closed. 
The Collateral Agent hereby agrees that it will give written notice to
each of the other parties hereto of its delivery of any Shifting Control Notice
to the Depositary pursuant to the terms of this Agreement.


 


Notwithstanding the
foregoing:  (i) all transactions
involving or resulting in a transaction involving the Account duly commenced by
Depositary or any affiliate prior to the Effective Time and so consummated or
processed thereafter shall be deemed not to constitute a violation of this
Agreement; and (ii) Depositary and/or any affiliate may (at its discretion
and without any obligation to do so) (x) cease honoring CLI’s instructions
and/or commence honoring solely Collateral Agent’s Instructions concerning the
Account (in each case, only with respect to the Gross Revenues or Net Operating
Income (as applicable) allocable to the Containers owned by the Managed
Equipment Owner identified in such Shifting Control Notice) at any time or from
time to time after it becomes aware that the Collateral Agent has sent to it a
Shifting Control Notice but prior to the Effective Time therefor (including
without limitation halting, reversing or redirecting any transaction referred
to in clause (i) above), or (y) deem a Shifting Control Notice to be
received by it for purposes of the foregoing paragraph prior to the specified
individual’s actual receipt if otherwise actually received by Depositary (or if
such Shifting Control Notice contains minor mistakes or other irregularities
but otherwise complies with the form attached hereto as Exhibit A or does
not attach an appropriate copy of this Agreement), with no liability whatsoever
to CLI or any other party for doing so.


 


3.                                       This Agreement
supplements, rather than replaces, Depositary’s deposit account agreement,
terms and conditions and other standard documentation in effect from time to
time with respect to the Account or services provided in connection with the Account
(the “Account Documentation”),
which Account Documentation will continue to apply to the Account and such
services, and the respective rights, powers, duties, obligations, liabilities
and responsibilities of the parties thereto and hereto, to the extent not
expressly conflicting with the provisions of this Agreement (however, in the
event of any such conflict, the provisions of this Agreement shall
control).  Prior to issuing any
Collateral Agent’s Instructions on or after the Effective Time, the Collateral
Agent shall provide Depositary with such Account Documentation as Depositary
may reasonably request to establish the identity and authority of the
individuals issuing instructions on behalf of the Managed Equipment Lenders.  The Collateral Agent may request the
Depositary to provide other services (such as automatic daily transfers) with
respect to the Account on or after the Effective Time; however, if such
services are not authorized or otherwise covered under the Account
Documentation, Depositary’s decision to provide any such services shall be made
in its sole discretion (including without limitation being subject to CLI, the
Collateral Agent and/or any Managed Equipment Lenders executing such Account
Documentation or other documentation as Depositary may require in connection
therewith).


 


4.                                       Depositary
agrees not to exercise or claim any right of offset, banker’s lien or other
right against the Account until such time as each of the CLI Funding
Obligations have been 


 


D-2

















 


irrevocably
paid in full in cash and except with respect to (i) returned or
charged-back items, (ii) reversals or cancellations of payment orders and
other electronic fund transfers, (iii) Depositary’s charges, fees and
expenses with respect to the Account or the services provided hereunder or (iv) overdrafts
in the Account.


 


5.                                       Notwithstanding
anything to the contrary in this Agreement: 
(i) Depositary shall have only the duties and responsibilities with
respect to the matters set forth herein as is expressly set forth in writing
herein and shall not be deemed to be an agent, bailee or fiduciary for any
party hereto; (ii) Depositary shall be fully protected in acting or
refraining from acting in good faith without investigation on any notice
(including without limitation a Shifting Control Notice), instruction or
request purportedly furnished to it by CLI or the Collateral Agent in
accordance with the terms hereof, in which case the parties hereto agree that
Depositary has no duty to make any further inquiry whatsoever; (iii) it is
hereby acknowledged and agreed that Depositary has no knowledge of (and is not
required to know) the terms and provisions of the separate agreement(s) referred
to in paragraph 1 above or any other related documentation or whether any
actions by the Collateral Agent (including without limitation the sending of a
Shifting Control Notice or Collateral Agent’s Instructions), CLI or any other
person or entity are permitted or a 
breach thereunder or consistent or inconsistent therewith; (iv) Depositary
shall not be liable to any party hereto or any other person for any action or
failure to act under or in connection with this Agreement except to the extent
such conduct constitutes its own willful misconduct or gross negligence (and to
the maximum extent permitted by law, shall under no circumstances be liable for
any incidental, indirect, special, consequential or punitive damages); and (v) Depositary
shall not be liable for losses or delays caused by force majeure,
interruption or malfunction of computer, transmission or communications
facilities, labor difficulties, court order or decree, the commencement of
bankruptcy or other similar proceedings or other matters beyond Depositary’s
reasonable control.


 


6.                                       CLI hereby
agrees to indemnify, defend and save harmless Depositary against any loss,
liability or expense (including reasonable fees and disbursements of counsel
who may be an employee of Depositary) (collectively, “Covered Items”) incurred in connection with
this Agreement or the Account (except to the extent due to Depositary’s willful
misconduct or gross negligence) or any interpleader proceeding relating thereto
or incurred at CLI’s direction or instruction. 
To the extent not indemnified by CLI, each Managed Equipment Lender,
jointly and severally (except as limited by the terms of the Intercreditor
Agreement and, in the case of the Trustee, only to the extent moneys are
available therefor in accordance with the related Indenture and without
reducing the amount available for indemnity of the Trustee under such
Indenture) hereby agrees to indemnify, defend and save harmless Depositary
against any Covered Items (except to the extent due to Depositary’s willful
misconduct or gross negligence) incurred (i) as a result of Depositary’s
honoring any Collateral Agent’s Instructions, or (ii) due to any claim by
any Managed Equipment Lender of an interest in the Account or the funds on
deposit herein.


 


7.                                       Depositary may
terminate this Agreement (a) in its discretion upon the sending of at
least thirty (30) days’ advance written notice to the other parties hereto or (b) because
of a material breach by CLI, the Collateral Agent or any Managed Equipment
Lender of any of the terms of this Agreement or the Account Documentation, upon
the sending of at least ten (10) days’ advance written notice to the other
parties hereto.  Any other termination or
any amendment or waiver of this Agreement shall be effected solely by an
instruction in writing 


 


D-3

















 


executed
by all the parties hereto.  The
provisions of paragraphs 5 and 6 above shall survive any such termination.


 


8.                                       CLI shall
compensate Depositary for the opening and administration of the Account and
services provided hereunder in accordance with Depositary’s fee schedules from
time to time in effect.  Payment will be
effected by a direct debit to the Account.


 


9.                                       This
Agreement:  (i) may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instruction; (ii) shall
become effective when counterparts hereof have been signed and delivered by the
parties hereto; and (iii) shall be governed by and construed in accordance
with the laws of the State of New York. 
All parties hereby waive all rights to a trial by jury in any action or
proceeding relating to the Account or this Agreement.  To the extent that any party hereto has or
hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether from service or notice, attachment prior to judgment,
attachment in aid of execution of a judgment, execution or otherwise), each
party hereby irrevocably waives such immunity in respect of its obligations
under this Agreement.  For purposes of Section 9-304
of the Uniform Commercial Code as in effect in the State of New York, the
parties agree that the jurisdiction of Depositary is the State of New
York.  All notices under this Agreement
shall be in writing and sent (including via facsimile transmission) to the
parties hereto at their respective addresses or fax numbers set forth below (or
to such other address or fax number as any such party shall designate in
writing to the other parties from time to time).


 


(Remainder of page intentionally
left blank)


 


D-4






 










 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the date first above
written.


 


CONTAINER LEASING INTERNATIONAL, LLC,


(D/B/A CARLISLE LEASING INTERNATIONAL, LLC)


in its capacity as a Managed Equipment Owner
and manager of certain Containers


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  Address:

  	
  with a copy to:

  
	
  One Maynard Drive

  	
  One Maynard Drive

  
	
  Park Ridge, NJ 07656

  	
  Park Ridge, NJ 07656

  
	
  Attention: Daniel DeBlasio

  	
  Attention: Lisa Leach, Esq.

  
	
   

  	
   

  
	
  Phone:

  	
  201-391-0800

  	
  Phone:

  	
  201-391-0800

  
	
  Fax:

  	
  201-391-0356

  	
  Fax:

  	
  201-391-0356

  



 


 


CLI FUNDING LLC,


in its individual capacity as a Managed
Equipment Owner


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  Address:

  	
  with a copy to:

  
	
  One Maynard Drive

  	
  One Maynard Drive

  
	
  Park Ridge, NJ 07656

  	
  Park Ridge, NJ 07656

  
	
  Attention: Daniel DeBlasio

  	
  Attention: Lisa Leach, Esq.

  
	
   

  	
   

  
	
  Phone:

  	
  201-391-0800

  	
  Phone:

  	
  201-391-0800

  
	
  Fax:

  	
  201-391-0356

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
  201-391-0356

  



 


D-5

















 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


in its capacity as administrative agent on
behalf of several


financial institutions party to the Revolving
Credit Agreement


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Address: with a copy to:


 


60 Wall Street, MS
NYC60-0208


New York, New York 10005


Attention: Evelyn Thierry


 


 


BANK OF AMERICA, N.A.,


as Depositary


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  Address: with a copy to:

  	
  with a copy to:

  
	
  100 Federal Street

  	
  Bingham McCutchen, LLP

  
	
  Boston, MA 02110

  	
  150 Federal Street

  
	
   

  	
  Boston, MA 02110

  
	
  Phone:

  	
  617-434-3066

  	
  Phone:

  	
  617-951-8288

  
	
  Fax:

  	
  617-434-1955

  	
  Fax:

  	
  617-951-8736

  
	
  Attention:  Victor Garcia

  	
  Attention:  Amy Kyle

  



 


D-6

















 


U.S. BANK NATIONAL ASSOCIATION,


not in its individual capacity but solely as
trustee for the secured parties of CLI Funding LLC


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  Address:

  	
  with a copy to:

  
	
  60 Livingston Avenue

  	
  U.S. Bank Corporate Trust Services

  
	
  St. Paul, MN 55107-2292

  	
  EP-MN-WS3D

  
	
  Attention: Structured Finance/CLI Funding LLC

  	
  60 Livingston Avenue

  
	
   

  	
  St. Paul, MN 55107-2292

  
	
  Phone:

  	
  651-495-3851

  	
  Attention:  Eve Kaplan

  
	
  Fax:

  	
  651-495-8090

  	
  Phone: 

  	
  651-495-3851

  
	
   

  	
  Fax:

  	
  651-495-8090

  



 


 


U.S. BANK NATIONAL ASSOCIATION,


not in its individual capacity but solely as
Collateral Agent


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  Address:

  	
  with a copy to:

  
	
  60 Livingston Avenue

  	
  U.S. Bank Corporate Trust Services

  
	
  St. Paul, MN 55107-2292

  	
  EP-MN-WS3D

  
	
  Attention: Structured Finance/CLI Funding LLC

  	
  60 Livingston Avenue

  
	
   

  	
  St. Paul, MN 55107-2292

  
	
  Phone:

  	
  651-495-3851

  	
  Attention: Eve Kaplan

  
	
  Fax:

  	
  651-495-8090

  	
  Phone:

  	
  651-495-3851

  
	
   

  	
  Fax:

  	
  651-495-8090

  



 


D-7

















 


EXHIBIT A


 


[to be placed on Collateral
Agent letterhead]


 


BLOCKED ACCOUNT AGREEMENT


 


SHIFTING CONTROL NOTICE


 


                                               ,
      


Bank of America, N.A.


100 Federal Street


Boston, MA  02110


Attention:


 


	
  Re:

  	
  Blocked Account Control Agreement dated as of August 24, 2006
  (the “Agreement”) by and among
  Container Leasing International, LLC (d/b/a Carlisle Leasing International,
  LLC), CLI Funding LLC, U.S. Bank National Association (as trustee and
  collateral agent) and Deutsche Bank Trust Companies Americas.

  



 


Ladies and Gentlemen:


 


This constitutes a Shifting
Control Notice with respect to the following Manager Collection
Account(s):  [insert bank and account
details], relating to [the Gross Revenues/Net Operating Income] allocable to
the Containers owned by the following Managed Equipment Owner:  [insert name of CLI or one of the CLI
Entities] as referred to in paragraph 2 of the Agreement, a copy of which is
attached hereto.


 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as
  Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  



 


D-12-i