Series 2005-1 Supplement



 Exhibit 10.14 
 EXECUTION VERSION 
  

 TEXTAINER MARINE CONTAINERS LIMITED 
 Issuer 
 and 
 WELLS FARGO BANK, NATIONAL ASSOCIATION 
 Indenture Trustee 
  

 SERIES 2005-1 SUPPLEMENT 
 DATED AS OF
MAY 26, 2005 
 TO 
 SECOND
AMENDED AND RESTATED INDENTURE 
 DATED AS OF MAY 26, 2005 
  

 SERIES 2005-1 NOTES 
  








 TABLE OF CONTENTS 
  

					
	 	 	 	  	Page
	 ARTICLE I
  
 Definitions; Calculation Guidelines

			
	Section 101.	 	Definitions	  	1
	
	 ARTICLE II
  
 Creation of the Series 2005-1 Notes

			
	Section 201.	 	Designation	  	8
	Section 202.	 	Authentication and Delivery.	  	8
	Section 203.	 	Interest Payments on the Series 2005-1 Notes.	  	9
	Section 204.	 	Principal Payments on the Series 2005-1 Notes	  	10
	Section 205.	 	Prepayment of Principal on the Series 2005-1 Notes.	  	10
	Section 206.	 	Payments of Principal and Interest	  	11
	Section 207.	 	Restrictions on Transfer	  	11
	
	 ARTICLE III
  
 Series 2005-1 Series Account and Allocation and Application of Amounts Therein; Policy

			
	Section 301.	 	Series 2005-1 Series Account	  	15
	Section 302.	 	Drawing Funds from the Restricted Cash Account.	  	15
	Section 303.	 	Distributions from Series 2005-1 Series Account	  	15
	Section 304.	 	The Policy.	  	18
	
	 ARTICLE IV
  
 Additional Covenants

			
	Section 401.	 	Rule 144A	  	21
	Section 402.	 	Use of Proceeds	  	21
	
	 ARTICLE V
  
 Conditions to Issuance

			
	Section 501.	 	Conditions to Issuance	  	22
	
	 ARTICLE VI
  
 Representations and Warranties

			
	Section 601.	 	Existence	  	23
	Section 602.	 	Authorization	  	23
	Section 603.	 	No Conflict; Legal Compliance	  	23
	Section 604.	 	Validity and Binding Effect	  	23
	Section 605.	 	Financial Statements	  	23









 TABLE OF CONTENTS 
 (continued) 


					
	 	 	 	  	Page
	Section 606.	 	Place of Business	  	24
	Section 607.	 	No Agreements or Contracts	  	24
	Section 608.	 	Consents and Approvals	  	24
	Section 609.	 	Margin Regulations	  	24
	Section 610.	 	Taxes	  	25
	Section 611.	 	Other Regulations	  	25
	Section 612.	 	Solvency and Separateness.	  	25
	Section 613.	 	Survival of Representations and Warranties	  	26
	Section 614.	 	No Default	  	26
	Section 615.	 	Litigation and Contingent Liabilities	  	26
	Section 616.	 	Subsidiaries	  	26
	Section 617.	 	No Partnership	  	27
	Section 618.	 	Pension and Welfare Plans	  	27
	Section 619.	 	Ownership of Issuer	  	27
	Section 620.	 	Security Interest Representations.	  	27
	
	 ARTICLE VII
  
 Miscellaneous Provisions

			
	Section 701.	 	Ratification of Indenture	  	30
	Section 702.	 	Counterparts	  	30
	Section 703.	 	Governing Law	  	30
	Section 704.	 	Notices to Rating Agencies	  	30
	Section 705.	 	Amendments and Modifications	  	30
	Section 706.	 	Consent to Jurisdiction	  	31
	Section 707.	 	Waiver of Jury Trial	  	31
	Section 708.	 	Third Party Beneficiaries	  	31

  

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 TABLE OF CONTENTS 
 (continued) 


					
	 	 	 	  	Page
	
	EXHIBITS
			
	EXHIBIT A-1	 	Form of 144A Book Entry Note	  	
	EXHIBIT A-2	 	Form of Regulation S Temporary Book Entry Note	  	
	EXHIBIT A-3	 	Form of Unrestricted Book Entry Note	  	
	EXHIBIT A-4	 	Form of Note Issued to Institutional Accredited Investors	  	
	EXHIBIT B	 	Form of Certificate to be Given by Noteholders	  	
	EXHIBIT C	 	Form of Certificate to be Given by Euroclear or Clearstream	  	
	EXHIBIT D	 	Form of Certificate to be Given by Transferee of Beneficial Interest In a Regulation S Temporary Book Entry Note	  	
	EXHIBIT E	 	Form of Transfer Certificate for Exchange or Transfer From 144A Book Entry Note to Regulations S Book Entry Note	  	
	EXHIBIT F	 	Form of Initial Purchaser Exchange Instructions	  	
	
	SCHEDULES
			
	SCHEDULE 1	 	Series 2005-1 Minimum Targeted Principal Balances and Series 2005-1 Scheduled Targeted Principal Balances by Payment Date	  	

  

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 SERIES 2005-1 SUPPLEMENT, dated as of May 26, 2005 (as amended, modified and supplemented from time
to time in accordance with the terms hereof, the “Supplement”), between Textainer Marine Containers Limited, a company organized under the laws of Bermuda (the “Issuer”), and Wells Fargo Bank, National Association,
a national banking association, as Indenture Trustee (the “Indenture Trustee”). 
 WHEREAS, pursuant to the Second Amended
and Restated Indenture, dated as of May 26, 2005 (as amended and supplemented from time to time in accordance with its terms, the “Indenture”), between the Issuer and the Indenture Trustee, the Issuer may from time to time
direct the Indenture Trustee to authenticate one or more new Series of Notes. The Principal Terms of any new Series are to be set forth in a Supplement to the Indenture. 
 WHEREAS, pursuant to this Supplement, the Issuer and the Indenture Trustee shall create a new Series of Notes (“Series 2005-1”) and specify the Principal Terms thereof. 
 NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows: 
 ARTICLE I 
 Definitions; Calculation
Guidelines 
 Section 101. Definitions. (a) Whenever used in this Supplement, the following words and phrases shall have
the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. 
 “Aggregate Series 2005-1 Note Principal Balance” means, as of any date of determination, an amount equal to the sum of the Series 2005-1
Note Principal Balances of all Series 2005-1 Notes then Outstanding, which as of the Closing Date shall be Five Hundred Eighty Million Dollars ($580,000,000.00). 
 “Ambac” means Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance corporation regulated by the Office of the Commissioner of Insurance of the State of Wisconsin, and any successor
thereto. 
 “Base Rate” means on any date, a fluctuating rate of interest per annum equal to the higher of (a) the
Prime Rate and (b) the Federal Funds Rate plus 1.50% per annum. 
 “Clearing Agency” means, with respect to any
Book Entry Note, any Person designated as such by Issuer, which Person must be registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934. 
 “Closing Date” means May 26, 2005. 







 “Control Party” means with respect to Series 2005-1 Notes: (i) so long as no Series
Enhancer Default has occurred and is continuing and the Series 2005-1 Notes are Outstanding, the Policy has not expired or any amounts remain unpaid to the Series Enhancer pursuant to the Series 2005-1 Related Documents, the Series Enhancer; or
(ii) if a Series Enhancer Default has occurred and is continuing, the Majority of Holders of the Series 2005-1 Notes. 
 “Default Interest” means, for any Payment Date, the amount of incremental interest payable on the Series 2005-1 Notes in accordance with the provisions of Section 203(b) hereof over the amount of interest payable
pursuant to Section 203(a) hereof. 
 “Deficiency Amount” means (a) for any Payment Date (other than the Series
2005-1 Legal Final Payment Date), any shortfall in the aggregate amount available in the Series 2005-1 Series Account for the Series 2005-1 Notes or any other amounts available under the Indenture or this Supplement to pay the interest due and
payable on all Series 2005-1 Notes on such Payment Date (excluding Default Interest), and (b) on the Series 2005-1 Legal Final Payment Date, any shortfall in the aggregate amount available in the Series 2005-1 Series Account or any other
amounts available under the Indenture or this Supplement to pay the then unpaid principal balance of, and accrued interest (excluding Default Interest) on, all Series 2005-1 Notes on the Series 2005-1 Legal Final Payment Date. 
 “Deficiency Notice” shall have the meaning set forth in Section 302 hereof. 
 “DTC” shall have the meaning set forth in Section 207. 
 “Federal Funds Rate” means as of any date of determination, a fluctuating interest rate per annum equal to the weighted average of the
federal funds rates and confirmed in Federal Reserve Board Statistical Release H.15 (519) or any successor or substitute publication selected by the Indenture Trustee (or, if such day is not a Business Day, for the next preceding Business Day),
or, if, for any reason, such rate is not available on any day, the rate determined, in the sole opinion of the Indenture Trustee, to be the rate at which federal funds are being offered for sale in the national federal funds market at 9:00 a.m. (New
York City time). 
 “Initial Commitment” means Five Hundred Eighty Million Dollars ($580,000,000.00). 
 “Initial Purchaser” means Wachovia Capital Markets, LLC, a limited liability company organized and existing under the laws of the State
of Delaware. 
 “Institutional Accredited Investors” shall have the meaning set forth in Section 207. 
 “Insurance Agreement” means the Insurance and Indemnification Agreement, dated as of May 26, 2005, among the Issuer, the Manager
and Ambac. 
 “Insured Amounts” shall have the meaning set forth in the Policy. 
  

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 “Interest Accrual Period” means the period beginning with, and including, a Payment Date
and ending on (and including) the day before the next succeeding Payment Date; except that, in the case of the first Interest Accrual Period, the period beginning with and including the Closing Date and ending on and including the day before the
initial Payment Date. 
 “Letter of Representations” means the Letter of Representations, dated as of May 26, 2005,
between the Issuer and the Clearing Agency. 
 “Majority of Holders” means, with respect to the Series 2005-1 Notes as of
any date of determination, Series 2005-1 Noteholders representing more than fifty percent (50%) of the then Aggregate Series 2005-1 Note Principal Balance. 
 “Maximum Principal Withdrawal Amount” shall have the meaning set forth in the Indenture. 
 “Minimum Principal Payment Amount” means, for the Series 2005-1 Notes on any Payment Date, the excess, if any, of (x) the then Aggregate Series 2005-1 Note Principal Balance, over (y) the Minimum Targeted
Principal Balance for the Series 2005-1 Notes for such Payment Date. 
 “Minimum Targeted Principal Balance” means for the
Series 2005-1 Notes for each Payment Date, the amount set forth opposite such Payment Date on Schedule 1 hereto under the column entitled “Minimum Targeted Principal Balance”. 
 “Notice” means the telephonic or telegraphic notice, promptly confirmed in writing by telecopy in the form required by the Policy, the
original of which is subsequently delivered by registered or certified mail, for the Indenture Trustee specifying the Insured Amount which shall be due and owing on the applicable Payment Date. 
 “144A Book Entry Notes” means the 144A Book Entry Notes substantially in the form of Exhibit A-1 hereto. 
 “One-Month LIBOR” means, for any Interest Accrual Period, the rate per annum, determined by the Indenture Trustee and notified in
writing by the Indenture Trustee to the Manager, which is the arithmetic mean (rounded to the nearest 1/100 of 1%) of the offered rates for dollar deposits having a maturity of one month commencing on the first day of such Interest Accrual Period
that appears on the Telerate British Bankers Assoc. Interest Settlement Rates Page (defined below) at approximately 11:00 a.m., London time on the second full Business Day prior to such date; provided, however, that if there shall at
any time no longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page, “One-Month LIBOR” shall mean the rate per annum equal to the average rate at which the principal London offices of Wachovia Bank, National
Association, and Bank of America, N.A. are offered dollar deposits at or about 10:00 a.m., New York City time, two Business Days prior to the first Business Day of such Interest Accrual Period in the London eurodollar interbank market for delivery
on the first day of such Interest Accrual Period for one month and in a principal amount equal to an amount of not less than $1,000,000. As used herein, “Telerate British Bankers Assoc. Interest Settlement Rates Page” means the
display designated as Page 3750 on the Telerate System Incorporated 

  

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Service (or such other page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by leading
banks in the London interbank deposit market), as reported by Bloomberg Financial Markets Commodities News (or by another source selected by the Indenture Trustee and notified by the Indenture Trustee to the Manager). 
 “Overdue Rate” means, for any date of determination, an interest rate per annum equal to the sum of (i) the Base Rate then in
effect, plus (ii) two percent (2%). 
 “Permitted Payment Date Withdrawal” means, with respect to Series 2005-1, either
or both of the Permitted Interest Withdrawal, as such term is defined in Section 302 hereof, and/or the Permitted Principal Withdrawal, as such term is defined in Section 302 hereof. 
 “Policy” means, with respect to the Series 2005-1 Notes, the financial guaranty insurance policy number AB0890BE issued by the Series
Enhancer. 
 “Preference Amount” shall have the meaning set forth in the Policy. 
 “Premium” means the amount payable to Ambac, as Series Enhancer for the Series 2005-1 Notes as set forth in the Premium Letter, in
consideration for its issuance of the Policy. 
 “Premium Letter” means the letter, dated as of May 26, 2005, from the
Issuer to the Series Enhancer, and acknowledged by the Indenture Trustee. 
 “Prime Rate” means the rate announced by
Wachovia Bank, National Association, from time to time as its “prime rate” or “base rate” in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of
interest charged by Wachovia Bank, National Association in connection with extensions of credit to debtors. 
 “Qualified
Institutional Buyers” shall have the meaning set forth in Section 207. 
 “Rating Agencies” means, for Series
2005-1, each of Standard & Poor’s and Moody’s. 
 “Regulation S” shall have the meaning set forth in
Section 207 hereof. 
 “Regulation S Temporary Book Entry Notes” means the Regulation S Temporary Book Entry Notes
substantially in the form of Exhibit A-2. 
 “Reimbursement Amount” shall have the meaning set forth in the Indenture.

 “Rule 144A” shall have the meaning set forth in Section 207 hereof. 
 “Scheduled Principal Payment Amount” means, for the Series 2005-1 Notes for any Payment Date, the excess, if any, of (x) the then
Aggregate Series 2005-1 Note Principal 

  

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Balance (after giving effect to any payment of the Minimum Principal Payment Amount for the Series 2005-1 Notes actually paid on such Payment Date), over
(y) the Scheduled Targeted Principal Balance for the Series 2005-1 Notes for such Payment Date. 
 “Scheduled Targeted Principal
Balance” means, for the Series 2005-1 Notes for each Payment Date, the amount set forth opposite such Payment Date on Schedule 1 hereto under the column entitled “Scheduled Targeted Principal Balance”. 
 “Series Enhancer” means Ambac. 
 “Series Enhancer Default” means the occurrence and continuance of any of the following events: 
  

	 	(a)	the Series Enhancer shall have failed to pay an Insured Amount required under the Policy in accordance with its terms; 

  

	 	(b)	the Series Enhancer shall have (i) filed a petition or commenced any case or Proceeding under any provision or chapter of the United States Bankruptcy Code or any other similar
federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (ii) made a general assignment for the benefit of its creditors, or (iii) had an order for relief entered against it under the United
States Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is final and nonappealable; or 

  

	 	(c)	a court of competent jurisdiction, the Wisconsin Department of Insurance or other competent regulatory authority shall have entered a final and nonappealable order, judgment or
decree (i) appointing a custodian, trustee, agent or receiver for the Series Enhancer or for all or any material portion of its property or (ii) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Series
Enhancer (or the taking of possession of all or any material portion of the property of the Series Enhancer). 

 “Series 2000-1 Notes” means the notes issued pursuant to the terms of the Amended and Restated Series 2000-1 Supplement between the Issuer and the Indenture Trustee in effect on the date of hereof (as amended through such
date). 
 “Series 2001-1 Notes” means the notes issued pursuant to the terms of the Series 2001-1 Supplement between the
Issuer and the Indenture Trustee in effect on the date of issuance thereof. 
 “Series 2005-1” means the Series of Notes the
terms of which are specified in this Supplement. 
 “Series 2005-1 Expected Final Payment Date” means the Payment Date
occurring in May 2015. 
  

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 “Series 2005-1 Legal Final Payment Date” means the Payment Date occurring in May 2020.

 “Series 2005-1 Note” means any one of the notes issued pursuant to the terms of Section 201(a) of this Supplement,
substantially in the forms of Exhibit A-1, A-2, A-3 and A-4 to this Supplement, and any and all replacements or substitutions of such note. 
 “Series 2005-1 Note Interest Payment” means, for each Series 2005-1 Note on each Payment Date, the amount set forth in Section 203(a) hereof (exclusive of any Default Interest). 
 “Series 2005-1 Note Principal Balance” means, with respect to any Series 2005-1 Note as of any date of determination, an amount equal to
the excess of (x) the Series 2005-1 Note Principal Balance of such Series 2005-1 Note as of the Closing Date, over (y) the cumulative amount of all Minimum Principal Payment Amounts, Scheduled Principal Payment Amounts and any other
principal payments actually paid to the Series 2005-1 Noteholders subsequent to the Closing Date. 
 “Series 2005-1 Note Purchase
Agreement” means the Series 2005-1 Note Purchase Agreement, dated as of May 18, 2005, among the Issuer, the Manager and the Initial Purchaser. 
 “Series 2005-1 Noteholder” means, at any time of determination for the Series 2005-1 Notes, any Person in whose name a Series 2005-1 Note is registered in the Note Register. 
 “Series 2005-1 Related Documents” means any and all of the Indenture, this Supplement, the Series 2005-1 Notes, the Management
Agreement, the Contribution and Sale Agreement, the Series 2005-1 Note Purchase Agreement, the Administration Agreement, the Manager Transfer Facilitator Agreement, each Interest Rate Hedge Agreement (upon execution thereof), each Acquisition
Agreement (upon execution thereof), the Policy, the Premium Letter, the Insurance Agreement and any and all other agreements, documents and instruments executed and delivered by or on behalf or in support of the Issuer with respect to the issuance
and sale of the Series 2005-1 Notes, as any of the foregoing may from time to time be amended, modified, supplemented or renewed; provided, the term “Series 2005-1 Related Documents” shall not include the Members Agreement. 
 “Series 2005-1 Series Account” means the account of that name established in accordance with Section 301 hereof. 
 “Supplemental Principal Payment Amount” means, on each Payment Date, the amount of any Prepayment made in accordance with the provisions
of Section 702(a) of the Indenture that is allocated to the Series 2005-1 Notes in accordance with such provision of the Indenture. 
 “Transferor” shall have the meaning set forth in Section 207 hereof. 
  

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 “Unrestricted Book Entry Notes” means the Unrestricted Book Entry Notes substantially in
the form of Exhibit A-3. 
 “U.S. Person” shall have the meaning set forth in Section 207 hereof. 
 (b) Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Indenture or, if not defined therein, as defined in
the Series 2005-1 Note Purchase Agreement. 
  

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 ARTICLE II 
 Creation of the Series 2005-1 Notes 
 Section 201. Designation. (a) There is hereby
created a Series of Notes to be issued in one Class pursuant to the Indenture and this Supplement to be known respectively as “Textainer Marine Containers Limited Floating Rate Asset-Backed Notes, Series 2005-1”. The Series 2005-1 Notes
will be issued in the initial principal balance of $580,000,000 and will not have priority over any other Series, except to the extent set forth in the Supplement for such other Series. The issuance date of the Series 2005-1 Notes is May 26,
2005. 
 (b) The Payment Date with respect to the Series 2005-1 Notes shall be the
fifteenth (15th) calendar day of each month, commencing June 15, 2005 or, if such day is not a Business Day, the immediately following Business
Day. 
 (c) Payments of principal on the Series 2005-1 Notes shall be payable from funds on deposit in the Series 2005-1 Series
Account or otherwise at the times and in the amounts set forth in Article III of the Indenture and Article III of this Supplement. 
 (d) The
Series 2005-1 Notes are classified as a “Term Note”, as such term is used in the Indenture. 
 (e) The Policy, the Premium Letter
and the Insurance Agreement shall constitute Enhancement Agreements with respect to Series 2005-1, and Ambac shall constitute a Series Enhancer with respect to Series 2005-1. 
 (f) In the event that the Series 2005-1 Note Interest Payment is paid by the Series Enhancer, then the Series Enhancer shall be entitled to be reimbursed
therefor under the Insurance Agreement, together with interest thereon at the interest rate described in Section 203(a) hereof. In the event that any unpaid principal amount of the Series 2005-1 Notes is paid by the Series Enhancer, then the
Series Enhancer shall be entitled to be reimbursed therefor under the Insurance Agreement, together with interest thereon at the Overdue Rate. 
 (g) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and provisions of this Supplement shall govern. 
 Section 202. Authentication and Delivery. 
 (a) On the Closing Date, Issuer shall sign, and shall direct the Indenture Trustee in writing pursuant to Section 201 of the Indenture to duly authenticate, and the Indenture Trustee, upon receiving such
direction, (i) shall authenticate, subject to compliance with the conditions precedent set forth in Section 501 hereof, the Series 2005-1 Notes in accordance with such written directions, and (ii) subject to compliance with the
conditions precedent set forth in Section 501 hereof, shall deliver such Series 2005-1 Notes to the Initial Purchaser in accordance with such written directions. 
  

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 (b) In accordance with Section 202 of the Indenture, the Series 2005-1 Notes sold in reliance on
Rule 144A shall be represented by one or more Rule 144A Book-Entry Notes. Any Series 2005-1 Notes sold in reliance on Regulation S shall be represented by one or more Regulation S Book-Entry Notes. Any Series 2005-1 Notes sold to institutional
Accredited Investors shall be represented by one or more Definitive Notes. 
 (c) The Series 2005-1 Notes shall be executed by manual or
facsimile signature on behalf of Issuer by any officer of Issuer and shall be substantially in the forms of Exhibit A-1, A-2, A-3 and A-4 hereto, as applicable. 
 (d) The Series 2005-1 Notes shall be issued in minimum denominations of $250,000 and in integral multiples in excess thereof. 
 Section 203. Interest Payments on the Series 2005-1 Notes. 
 (a) Interest on Series 2005-1 Notes. Interest on each Series 2005-1 Note shall (i) accrue during each Interest Accrual Period at a rate per
annum equal to the sum of (x) One-Month LIBOR for such Interest Accrual Period and (y) one quarter of one percent (.25%), (ii) be calculated on the basis of actual days elapsed during such Interest Accrual Period over a year
consisting of 360 days, (iii) be due and payable on each Payment Date and (iv) be calculated based on the then Series 2005-1 Note Principal Balance of such Series 2005-1 Note. To the extent that the amount of interest which is due and
payable on any Payment Date is not paid in full on such date, such shortfall, together with interest thereon at the Overdue Rate, shall be due and payable on the immediately succeeding Payment Date. 
 (b) Interest on Overdue Amounts. If the Issuer shall default in the payment of (i) the Series 2005-1 Note Principal Balance of any Series
2005-1 Notes on the Series 2005-1 Legal Final Payment Date, or (ii) the Series 2005-1 Note Interest Payment on any Series 2005-1 Note on any Payment Date, or (iii) any other amount becoming due under this Supplement, the Issuer shall, from
time to time, pay interest on such unpaid amounts, to the extent permitted by Applicable Law, to, but not including, the date of actual payment (after as well as before judgment), at a rate per annum equal to the Overdue Rate, for the period during
which such principal, interest or other amount shall be unpaid from the due date of such payment to the date of actual payment thereof. Default Interest shall be payable at the times and subject to the priorities set forth in Section 303 of
this Supplement. 
 (c) Maximum Interest Rate. In no event shall the interest charged with respect to a Series 2005-1 Note exceed the
maximum amount permitted by Applicable Law. If at any time the interest rate charged with respect to the Series 2005-1 Notes exceeds the maximum rate permitted by Applicable Law, the rate of interest to accrue pursuant to this Supplement and such
Series 2005-1 Note shall be limited to the maximum rate permitted by Applicable Law, but any subsequent reductions in the One-Month LIBOR shall not reduce the interest to accrue on such Series 2005-1 Note below the maximum amount permitted by
Applicable Law until the total amount of interest accrued on such Series 2005-1 Note equals the amount of interest that would have accrued if a varying rate per annum equal to the interest rate had at all times been in effect. If the total amount of
interest paid or accrued on the Series 2005-1 Note under the foregoing provisions is less than the total amount of interest that would have accrued if the 

  

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interest rate had at all times been in effect, the Issuer agrees to pay to the Series 2005-1 Noteholders an amount equal to the difference between
(a) the lesser of (i) the amount of interest that would have accrued if the maximum rate permitted by Applicable Law had at all times been in effect, or (ii) the amount of interest that would have accrued if the interest rate had at
all times been in effect, and (b) the amount of interest accrued in accordance with the other provisions of this Supplement. 
 Section 204. Principal Payments on the Series 2005-1 Notes. The principal balance of the Series 2005-1 Notes shall be payable on each Payment Date from amounts on deposit in the Series 2005-1 Series Account in an amount equal to
(i) so long as no Early Amortization Event is continuing, the Minimum Principal Payment Amount and the Scheduled Principal Payment Amount for such Payment Date or (ii) if an Early Amortization Event is then continuing, the then unpaid
Aggregate Series 2005-1 Note Principal Balance shall be payable in full to the extent that funds are available for such purposes in accordance with the provisions of clause (5) of Part (II) of Section 303 hereof. The unpaid principal
amount of each Series 2005-1 Note together with all unpaid interest (including all Default Interest), fees, expenses, costs and other amounts payable by the Issuer to the Series 2005-1 Noteholders, the Indenture Trustee and the Series Enhancer
pursuant to the terms of the Indenture and this Supplement, shall be due and payable in full on the earlier to occur of (x) the date on which an Event of Default shall occur and the Series 2005-1 Notes have been accelerated in accordance with
the provisions of Section 802 of the Indenture and (y) the Series 2005-1 Legal Final Payment Date. 
 Section 205.
Prepayment of Principal on the Series 2005-1 Notes. 
 (a) The Aggregate Series 2005-1 Note Principal Balance of the Series 2005-1
Notes shall be required to be prepaid at the time and in the amounts set forth in Section 702(a) of the Indenture. In connection with any Prepayment made in accordance with this Section 205(a), the Issuer shall pay any termination,
notional reduction, breakage or other fees or costs assessed by any Interest Rate Hedge Provider. 
 (b) The Issuer will not be permitted to
make a voluntary Prepayment of all, or any portion of, the principal balance of the Series 2005-1 Notes prior to the Payment Date occurring in June 2008. On any Payment Date thereafter, the Issuer will have the option to prepay, without premium, on
any Payment Date all, or a portion of, the Aggregate Series 2005-1 Note Principal Balance of the Series 2005-1 Notes, in a minimum amount of Two Hundred Fifty Thousand Dollars ($250,000). Any such Prepayment of the Aggregate Series 2005-1 Note
Principal Balance shall also include accrued interest to the date of Prepayment on the principal balance being prepaid. The Issuer may not make such Prepayment from funds in the Trust Account, the Series 2005-1 Series Account or the Restricted Cash
Account, except to the extent that funds in any such account would otherwise be payable to the Issuer in accordance with the terms of this Supplement. In the event of any prepayment of the Notes in accordance with this Section 205(b) or any
other provision of the Indenture, the Issuer shall pay (i) any prepayment fees payable in accordance with the terms of the Insurance Agreement and (ii) any termination, notional reduction, breakage or other fees or costs assessed by any
Interest Rate Hedge Provider. 
 (c) Any Prepayment of less than the entire outstanding principal balance of the Series 2005-1 Notes made in
accordance with the provisions of Section 205(a) or Section 

  

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205(b) shall be applied to reduce all future Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts, on a pro rata basis, in the
order in which such payments are due. 
 Section 206. Payments of Principal and Interest. All payments of principal and interest
on the Series 2005-1 Notes shall be paid to the Series 2005-1 Noteholders reflected in the Note Register as of the related Record Date by wire transfer of immediately available funds for receipt prior to 11:00 a.m. (New York City time) on the
related Payment Date. Any payments received by the Series 2005-1 Noteholders after 11:00 a.m. (New York City time) on any day shall be considered to have been received on the next succeeding Business Day. 
 Section 207. Restrictions on Transfer. (a) On the Closing Date, the Issuer shall sell the Series 2005-1 Notes to the Initial Purchaser
pursuant to the Series 2005-1 Note Purchase Agreement and deliver such Series 2005-1 Notes in accordance herewith and therewith. Thereafter, no Series 2005-1 Note may be sold, transferred or otherwise disposed of except in compliance with the
provisions of the Indenture and except as follows: 
 (A) to Persons that the transferring Person reasonably believes are
Qualified Institutional Buyers in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A promulgated thereunder (“Rule 144A”); 
 (B) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”); 
 (C) to institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act (“Institutional Accredited Investors”) that take delivery of such Series 2005-1 Note in an amount of at least $250,000 and that deliver an Investment Letter substantially in the form of Exhibit C to the
Indenture to the Indenture Trustee; or 
 (D) to a Person who is taking delivery of such Series 2005-1 Notes pursuant to a
transaction that is otherwise exempt from the registration requirements of the Securities Act, as confirmed in an Opinion of Counsel by such Person or its transferor addressed to the Indenture Trustee and the Issuer which counsel and opinion are
satisfactory to the Indenture Trustee and the Issuer. 
 The Indenture Trustee shall have no obligations or duties with respect to determining whether any
transfers of the Series 2005-1 Notes are made in accordance with the Securities Act or any other law; provided that with respect to Definitive Notes, the Indenture Trustee shall enforce such transfer restrictions in accordance with the terms
set forth in this Supplement. 
 (b) Each purchaser (other than the Initial Purchaser) of the Series 2005-1 Notes (including any purchaser,
other than the Initial Purchaser, of an interest in the Series 2005-1 Notes which are Book-Entry Notes) shall be deemed to have acknowledged and agreed as follows: 
 (i) It is (A) a qualified institutional buyer as defined in Rule 144A (“Qualified Institutional Buyer”) and is
acquiring such Series 2005-1 Notes for 

  

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its own institutional account or for the account or accounts of a Qualified Institutional Buyer or (B) purchasing such Series 2005-1 Notes in a
transaction exempt from registration under the Securities Act and in compliance with the provisions of this Supplement and in compliance with the legend set forth in clause (v) below or (C) not a U.S. Person as defined in Regulation
S (a “U.S. Person”) and is acquiring such Series 2005-1 Notes outside of the United States. 
 (ii) It is purchasing
one or more Series 2005-1 Notes in an amount of at least $250,000 and it understands that such Series 2005-1 Notes may be resold, pledged or otherwise transferred only in an amount of at least $250,000. 
 (iii) It represents and warrants to the Issuer, the Indenture Trustee, the Initial Purchaser, the Manager and any successor Manager that
either (i) it is not acquiring the Series 2005-1 Notes with the assets of a Plan; or (ii) the acquisition and holding of the Series 2005-1 Notes will not give rise to a nonexempt prohibited transaction under Section 406(a) of
ERISA or Section 4975 of the Code; 
 (iv) It understands that the Series 2005-1 Notes are being transferred to it in a
transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Series 2005-1 Notes, such Series 2005-1 Notes may be resold, pledged or
transferred only in accordance with applicable state securities laws and (1) in a transaction meeting the requirements of Rule 144A, to a Person that the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own
account (or for the account or accounts of a Qualified Institutional Buyer) and to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (2) (A) to a Person that is an Institutional Accredited
Investor, is taking delivery of such Series 2005-1 Notes in an amount of at least $250,000, and delivers an Investment Letter to the Indenture Trustee or (B) to a Person that is taking delivery of such Series 2005-1 Notes pursuant to a
transaction that is otherwise exempt from the registration requirements of the Securities Act, as confirmed in an Opinion of Counsel addressed to the Indenture Trustee, the Issuer and the transferor, which counsel and Opinion are satisfactory to the
Indenture Trustee, the Issuer and the transferor, or (3) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S. 
 (v) It understands that each Series 2005-1 Note shall bear a legend substantially to the following effect: 
 [For Book-Entry Notes Only: UNLESS THIS SERIES 2005-1 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE
“TRANSFEROR”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SERIES 2005-1 NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 

  

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REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR THE USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ] 
 THIS SERIES 2005-1 NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2005-1 NOTE, AGREES THAT SUCH SERIES 2005-1 NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS AND (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN
ACCOUNT (OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) TO A PERSON (A) THAT IS AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT,
IS TAKING DELIVERY OF SUCH SERIES 2005-1 NOTE IN AN AMOUNT OF AT LEAST $250,000 AND DELIVERS AN INVESTMENT LETTER TO THE INDENTURE TRUSTEE OR (B) THAT IS TAKING DELIVERY OF SUCH SERIES 2005-1 NOTE PURSUANT TO A TRANSACTION THAT IS OTHERWISE
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AS CONFIRMED IN AN OPINION OF COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND THE ISSUER, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE ISSUER AND THE INDENTURE TRUSTEE.

 EACH PURCHASER OF A SERIES 2005-1 NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT TO THE INITIAL PURCHASER, THE ISSUER, THE INDENTURE
TRUSTEE AND THE MANAGER THAT EITHER (1) IT IS NOT ACQUIRING THE SERIES 2005-1 NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA OR A “PLAN” WITHIN THE MEANING OF SECTION 4975 OF THE CODE;
OR (2) THE ACQUISITION AND HOLDING OF THE SERIES 2005-1 NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE. 
 THIS SERIES 2005-1 NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. 
 (vi) Each investor described in Section 207(a)(B) understands that the Series 2005-1 Notes have not and will not be registered under
the Securities Act, that any offers, sales or deliveries of the Series 2005-1 Notes purchased by it in the United States or to U.S. Persons prior to the date that is 40 days after the later of (i) the commencement of the distribution of the
Series 2005-1 Notes and (ii) the Closing Date, may constitute a violation of United States law, and that distributions of principal and interest will be made in respect of such Notes only following the delivery by the holder of a certification
of non-U.S. beneficial ownership or the exchange of beneficial interest in Regulation S Temporary Book-Entry Notes for beneficial interests in the related Unrestricted Book-Entry 

  

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Notes (which in each case will itself require a certification of non-U.S. beneficial ownership), at the times and in the manner set forth in this Supplement.

 (vii) The Regulation S Temporary Book-Entry Notes representing the Series 2005-1 Notes sold to each investor described in
Section 207(a)(B) will bear a legend to the following effect, unless the Issuer determines otherwise consistent with Applicable Law: 
 [FOR REGULATION S BOOK-ENTRY NOTES ONLY: THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER
OF (I) THE COMPLETION OF THE DISTRIBUTION OF THE SERIES 2005-1 NOTES AND (II) THE CLOSING DATE, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.] 
 (viii) The Indenture Trustee shall not permit the transfer of any
Series 2005-1 Notes unless such transfer complies with the terms of the foregoing legends and, in the case of a transfer (i) to an Institutional Accredited Investor (other than a Qualified Institutional Buyer), the transferee delivers a
completed Investment Letter to the Indenture Trustee, or (ii) to a Person other than a Qualified Institutional Buyer or an Institutional Accredited Investor, upon delivery of an Opinion of Counsel satisfactory to the Indenture Trustee and the
Transferor, to the effect that the transferee is taking delivery of the Series 2005-1 Notes in a transaction that is otherwise exempt from the registration requirements of the Securities Act. 
 (c) Exhibit(s) B through F, as appropriate, shall be completed in connection with any transfer of Notes. 
  

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 ARTICLE III 
 Series 2005-1 Series Account and 
 Allocation and Application of Amounts Therein; Policy

 Section 301. Series 2005-1 Series Account. The Indenture Trustee shall establish on the Closing Date and maintain, so long
as any Series 2005-1 Note is Outstanding, an Eligible Account which shall be designated as the Series 2005-1 Series Account, which account shall be held in the name of the Indenture Trustee for the benefit of the Series 2005-1 Noteholders and the
Series Enhancer. All deposits of funds by or for the benefit of the Series 2005-1 Noteholders from the Trust Account and the Restricted Cash Account shall be accumulated in, and withdrawn from, the Series 2005-1 Series Account in accordance with the
provisions of the Indenture and this Supplement. 
 Section 302. Drawing Funds from the Restricted Cash Account. 
 (a) In the event that the Manager Report with respect to any Determination Date shall state that the funds on deposit in the Series 2005-1 Series Account
will not be sufficient to make payment in full on the related Payment Date of the related Interest Payment then due for the Series 2005-1 Notes (the amount of such deficiency, the “Permitted Interest Withdrawal”), then the Indenture
Trustee shall on such Determination Date draw on the Restricted Cash Account in an amount equal to the lesser of (x) the Permitted Interest Withdrawal, and (y) the amount then on deposit in the Restricted Cash Account. 
 (b) In the event that the Manager Report delivered with respect to the Determination Date immediately preceding the Series 2005-1 Legal Final Payment
Date shall state that (or the Administrative Agent shall, pursuant to Section 302(c) of the Indenture, determine that) the funds on deposit in the Series 2005-1 Series Account will not be sufficient to make payment in full on the Series 2005-1
Legal Final Payment Date of the then Aggregate Series 2005-1 Note Principal Balance (the amount of such deficiency, the “Permitted Principal Withdrawal”), then the Indenture Trustee shall on such Determination Date draw on the Restricted
Cash Account in an amount equal to the least of (x) the Aggregate Series 2005-1 Note Principal Balance, (y) the Permitted Principal Withdrawal and (z) the Maximum Principal Withdrawal Amount as calculated for Series 2005-1.

 (c) Drawings will be made pursuant to Section 302(a) before any drawing is made on such date pursuant to Section 302(b), and
notice of each such drawing will be delivered to the Series Enhancer and the Manager, by hand delivery, a telex or facsimile transmission. Any such funds actually received by the Indenture Trustee pursuant to Section 302(a) or
Section 302(b) shall be used solely to make payments of the Series 2005-1 Note Interest Payment or the Aggregate Series 2005-1 Note Principal Balance, as the case may be. 
 Section 303. Distributions from Series 2005-1 Series Account. On each Payment Date, the Indenture Trustee shall distribute funds then on
deposit in the Series 2005-1 Series Account in accordance with the provisions of either subsection (I), (II) or (III) of this Section 303. 
  

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 (I) If neither an Early Amortization Event nor an Event of Default shall have occurred
and be continuing with respect to any Series of Notes: 
 (1) To each Holder of a Series 2005-1 Note on the immediately
preceding Record Date, an amount equal to its pro rata portion of the Series 2005-1 Note Interest Payment for each such Payment Date; 
 (2) To each Holder of a Series 2005-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion of the Minimum Principal Payment Amount then due and payable to the Holders of a
Series 2005-1 Note on such Payment Date; 
 (3) To each Holder of a Series 2005-1 Note on the immediately preceding Record
Date, an amount equal to its pro rata portion of the Scheduled Principal Payment Amount then due and payable to the Holders of a Series 2005-1 Note on such Payment Date; 
 (4) To each Holder of a Series 2005-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion (if
any) of the Supplemental Principal Payment Amount then due and payable to the Holders of a Series 2005-1 Note on such Payment Date; 
 (5) To the Series Enhancer and each Holder of a Series 2005-1 Note on the immediately preceding Record Date, pro rata (based on respective amounts due), an amount equal to all taxes, increased costs, indemnities and other amounts
(excluding Default Interest) then due and payable by the Issuer to the Series 2005-1 Noteholders and/or the Series Enhancer pursuant to the Series 2005-1 Related Documents; and 
 (6) To each Series 2005-1 Noteholder on the immediately preceding Record Date, an amount equal to Default Interest (if any, including any
interest on such interest) then due and payable pursuant to the Series 2005-1 Related Documents; and 
 (7) To the Issuer, any
remaining amounts then on deposit in the Series 2005-1 Series Account. 
 (II) If an Early Amortization Event shall have
occurred and be continuing with respect to any Series but no Event of Default shall have occurred and be continuing with respect to any Series: 
 (1) To each Holder of a Series 2005-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion of the Series 2005-1 Note Interest Payment for each such Payment Date; 
 (2) To each Holder of a Series 2005-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion of the
Minimum 

  

 16 








 
Principal Payment Amount then due and payable to the Holders of a Series 2005-1 Note on such Payment Date; 
 (3) To each Holder of a Series 2005-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion of the
Scheduled Principal Payment Amount then due and payable to the Holders of a Series 2005-1 Note on such Payment Date; 
 (4)
Sequentially in payment of the amounts set forth in clauses (A) and (B): (A) to each Holder of a Series 2005-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion of the then Aggregate Series
2005-1 Note Principal Balance until the Aggregate Series 2005-1 Note Principal Balance has been reduced to zero, and then (B) to the Series Enhancer, in payment of Reimbursement Amounts owing in respect of principal payments on the Series
2005-1 Notes paid by the Series Enhancer; 
 (5) To the Series Enhancer and each Holder of a Series 2005-1 Note on the
immediately preceding Record Date, pro rata (based on respective amounts due), an amount equal to all taxes, increased costs, indemnities and other amounts (including Default Interest) then due and payable by the Issuer to the Series 2005-1
Noteholders and/or the Series Enhancer pursuant to the Series 2005-1 Related Documents; provided that so long as the Series Enhancer shall not be in default of its payment obligations under the Policy, the Series Enhancer shall be entitled to
Default Interest for the Series 2005-1 Notes in lieu of the Holders of the Series 2005-1 Notes then due and payable by the Issuer to the Series 2005-1 Noteholders and the Series Enhancer pursuant to the Series 2005-1 Related Documents; and

 (6) To the Issuer, any remaining amounts then on deposit in the Series 2005-1 Series Account. 
 (III) If an Event of Default shall have occurred and be continuing with respect to any Series: 
 (1) To each Holder of a Series 2005-1 Note on the immediately preceding Record Date an amount equal to its pro rata portion of the
Series 2005-1 Note Interest Payment then due and payable for such Payment Date; 
 (2) To each Holder of a Series 2005-1 Note
on the immediately preceding Record Date on a pro rata basis, an amount equal to the Aggregate Series 2005-1 Note Principal Balance until the Aggregate Series 2005-1 Note Principal Balance has been reduced to zero; 
 (3) To the Series Enhancer, in payment of Reimbursement Amounts owing in respect of principal payments on the Series 2005-1 Notes paid by
the Series Enhancer; 
  

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 (4) To the following Persons on a pro rata basis, to each Holder of a Series
2005-1 Note on the immediately preceding Record Date and to the Series Enhancer, an amount equal to all taxes, increased costs, indemnities and other amounts (including Default Interest); provided that so long as the Series Enhancer shall not
be in default of its payment obligations under the Policy, the Series Enhancer shall be entitled to Default Interest for the Series 2005-1 Notes in lieu of the Holders of the Series 2005-1 Notes then due and payable by the Issuer to the Series
2005-1 Noteholders and the Series Enhancer pursuant to the Series 2005-1 Related Documents; and 
 (5) To the Issuer, any
remaining amounts then on deposit in the Series 2005-1 Series Account. 
 Any amounts payable to a Noteholder or the Series Enhancer shall be
made by wire transfer of immediately available funds to the account that such Noteholder or the Series Enhancer has designated to the Indenture Trustee in writing on or prior to the Business Day immediately preceding the Payment Date. 
 Section 304. The Policy. 
 (a) On
each Determination Date, the Indenture Trustee shall determine, with respect to the immediately following Payment Date, based solely on the information contained in the Manager Report, whether there exists a Deficiency Amount. 
 (b) If there exists a Deficiency Amount with respect to a Payment Date which is an “Insured Amount” under the Policy, the Indenture Trustee
shall complete a Notice in the form of Exhibit A to the Policy and submit such notice to the Series Enhancer in accordance with the terms of the Policy. Any payment made by the Series Enhancer under the Policy shall be applied solely to the payment
of principal and/or interest (other than Default Interest) on the Series 2005-1 Notes subject to the terms of the Policy. 
 (c) The
Indenture Trustee shall (i) receive Insured Amounts as attorney-in-fact of each of the Series 2005-1 Noteholders and (ii) disburse such Insured Amounts directly to the Series 2005-1 Noteholders. The Issuer hereby agrees for the benefit of
the Series Enhancer (and each Series 2005-1 Noteholder, by acceptance of its Series 2005-1 Notes, will be deemed to have agreed) that, without limiting any other rights of the Series Enhancer, to the extent the Series Enhancer pays, or causes to be
paid, Insured Amounts, either directly or indirectly (as by paying through distribution to the Indenture Trustee), to the Series 2005-1 Noteholders, the Series Enhancer will be entitled to receive the related Reimbursement Amount pursuant to
Section 303 hereof in lieu of the Noteholders and will be subrogated to their payment rights thereunder. 
 (d) The Series 2005-1 Notes
will be insured by the Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in this Supplement. All amounts received under the Policy shall be used solely for the payment when due to the Series
2005-1 Noteholders of the Insured Amounts. 
  

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 (e) If a Corporate Trust Officer at any time has actual knowledge that a Deficiency Amount will exist on
the applicable Payment Date, the Indenture Trustee shall immediately notify the Series Enhancer or its designee by telephone, promptly confirmed in writing by overnight mail or facsimile transmission, of the amount of such deficiency. 
 (f) Anything herein to the contrary notwithstanding, any payment with respect to the principal of or interest on the Series 2005-1 Notes which is made
with moneys received pursuant to the terms of the Policy shall not be considered payment by the Issuer of the Series 2005-1 Notes, shall not discharge the Issuer in respect of its obligation to make such payment, and shall not result in the payment
of, or the provision for the payment of, the principal of or interest on, the Series 2005-1 Notes for purposes of Section 203 hereof or for purposes of Section 302 of the Indenture. The Issuer and the Indenture Trustee acknowledge that,
without the need for any further action on the part of the Series Enhancer, the Issuer, the Indenture Trustee or the Note Registrar, (i) to the extent the Series Enhancer makes payments, directly or indirectly, on account of principal of, or
interest on, the Series 2005-1 Notes to the Series 2005-1 Noteholders, the Series Enhancer will be fully subrogated to the rights of such Series 2005-1 Noteholders to receive such principal and interest from the Issuer, and (ii) the Series
Enhancer shall be paid such principal and interest in its capacity as partial subrogee of the Series 2005-1 Noteholders, but only from the sources and in the manner provided herein for the payment of such principal and interest. To evidence the
Series Enhancer’s subrogation to the rights of the Series 2005-1 Noteholders, the Note Registrar shall note the Series Enhancer’s rights as subrogee upon the register of Series 2005-1 Noteholders upon receipt from the Series Enhancer of
proof of payment by the Series Enhancer of any Insured Amounts. 
 (g) The parties hereto grant to the Series Enhancer, as long as no Series
Enhancer Default shall have occurred and is continuing, the right of prior approval of amendments, waivers or supplements to the Series 2005-1 Related Documents (except any Acquisition Agreement) and of the exercise of any option, vote, right, power
or the like which rights are in each such instance available to the Series 2005-1 Noteholders hereunder. 
 (h) The Indenture Trustee shall
keep a complete and accurate record of the amount and allocation of Insured Amounts and the Series Enhancer shall have the right to inspect such records at reasonable times upon three Business Day’s prior written notice to the Indenture
Trustee. 
 (i) In the event that a Preference Amount is payable under the Policy, the Indenture Trustee shall so notify the Series Enhancer,
shall comply with the provisions of the Policy to obtain payment by the Series Enhancer of such avoided payment, and shall, at the time it provides notice to the Series Enhancer, notify the Series 2005-1 Noteholders by mail that, in the event that
any Series 2005-1 Noteholder’s payment is so recoverable, the Indenture Trustee on behalf of such Series 2005-1 Noteholder will be entitled to payment thereof pursuant to the terms of the Policy. The Indenture Trustee shall furnish to the
Series Enhancer, at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on Series 2005-1 Notes, if any, which have been made by the Indenture Trustee and subsequently recovered
from Series 2005-1 Noteholders, and the dates on which such payments were made. 
  

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 The Indenture Trustee shall promptly notify the Series Enhancer if a Corporate Trust Officer receives
written notice of any Proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any distribution made with
respect to the Series 2005-1 Notes. Without limiting any rights of the Series Enhancer under the Policy or any other Series 2005-1 Related Document, and without modifying or otherwise affecting any terms or conditions of the Policy, each Series
2005-1 Noteholder, by its purchase of Series 2005-1 Notes, and the Indenture Trustee hereby agrees that, the Series Enhancer (so long as no Series Enhancer Default exists) may at any time during the continuation of any Proceeding relating to a
Preference Amount direct all matters relating to such Preference Amount, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Amount and (ii) the posting of any surety, supersedeas or
performance bond pending any such appeal. In addition, and without limitation of the foregoing, the Series Enhancer shall be subrogated to the rights of the Indenture Trustee and each such Series 2005-1 Noteholder, in the conduct of any such
Preference Amount, including, without limitation, all rights of any party to an adversary Proceeding action with respect to any order issued in connection with any such Preference Amount. Insured Amounts paid by the Series Enhancer to the Indenture
Trustee shall be received by the Indenture Trustee, as agent for the Series 2005-1 Noteholders. The Indenture Trustee, as agent to the Series 2005-1 Noteholders, hereby acknowledges and affirms that the rights of the Series 2005-1 Noteholders to any
monies paid or payable in respect of the Series 2005-1 Notes shall be fully subrogated to the Series Enhancer to the extent of any payment made by the Series Enhancer pursuant to the terms of the Policy, and any interests due thereon. 
 (j) By acceptance of a Series 2005-1 Note, each Series 2005-1 Noteholder agrees to be bound by the terms of the Policy, including, without limitation,
the method and timing of payment and the Series Enhancer’s right of subrogation. 
 (k) Notwithstanding the foregoing, in the event that
payments on the Series 2005-1 Notes are accelerated, such accelerated payments will not be covered by the Series Enhancer under the Policy, unless the Series Enhancer shall elect to make such accelerated payments in accordance with and subject to
the terms of the Policy. 
 (l) The Indenture Trustee shall be entitled to enforce on behalf of the Series 2005-1 Noteholders the obligations
of the Series Enhancer under the Policy. Notwithstanding any other provision of this Indenture or any Series 2005-1 Related Document, the Series 2005-1 Noteholders are not entitled to make any claims under the Policy or institute Proceedings
directly against the Series Enhancer. 
 (m) Nothing in this Section 304 or in any other Section hereof shall or is intended to modify
any of the terms, provisions or conditions of the Policy. 
  

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 ARTICLE IV 
 Additional Covenants 
 In addition to the covenants set forth in Article VI of the Indenture, the
Issuer hereby makes the following additional covenants for the benefit of the Series 2005-1 Noteholders: 
 Section 401. Rule
144A. So long as any of the Series 2005-1 Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Issuer shall, unless it becomes subject to and complies with the reporting requirements of
Section 13 or 15(d) of the Exchange Act, or rule 12g3-2(b) thereunder, provide to any Series 2005-1 Noteholder of such restricted securities, or to any prospective Series 2005-1 Noteholder of such restricted securities designated by a Series
2005-1 Noteholder, upon the request of such Noteholder or prospective Series 2005-1 Noteholders, any information required to be provided by Rule 144A(d)(4) under the Securities Act. 
 Section 402. Use of Proceeds. The proceeds from the issuance of the Series 2005-1 Notes shall be used as follows: (i) to pay the costs
of issuance of the Series 2005-1 Notes, (ii) to prepay a portion of the then unpaid principal balance of the 2000-1 Notes, and (iii) for other general corporate purposes, as contemplated in Section 624 of the Indenture. 
  

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 ARTICLE V 
 Conditions to Issuance 
 Section 501. Conditions to Issuance. The Indenture Trustee shall
not authenticate the Series 2005-1 Notes unless (i) all conditions to the issuance of the Series 2005-1 Notes under the Series 2005-1 Note Purchase Agreement shall have been satisfied, and (ii) the Issuer shall have delivered a certificate
to the Indenture Trustee to the effect that all conditions set forth in the Series 2005-1 Note Purchase Agreement shall have been satisfied. 
  

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 ARTICLE VI 
 Representations and Warranties 
 To induce the Series 2005-1 Noteholders to purchase the Series
2005-1 Notes hereunder, the Issuer hereby represents and warrants as of the Closing Date to the Series Enhancer and the Indenture Trustee for the benefit of the Series 2005-1 Noteholders that: 
 Section 601. Existence. Issuer is a company duly organized, validly existing and in compliance under the laws of Bermuda. Issuer is in good
standing and is duly qualified to do business in each jurisdiction where the failure to do so would have a material adverse effect upon the Issuer and in each jurisdiction in which a failure to so qualify would materially and adversely affect the
ability of the Indenture Trustee to enforce its security interest in the Collateral. 
 Section 602. Authorization. Issuer has
the power and is duly authorized to execute and deliver this Supplement and the other Series 2005-1 Related Documents to which it is a party; Issuer is and will continue to be duly authorized to borrow monies hereunder; and Issuer is and will
continue to be authorized to perform its obligations under this Supplement and under the other Series 2005-1 Related Documents. The execution, delivery and performance by Issuer of this Supplement and the other Series 2005-1 Related Documents to
which it is a party and the borrowings hereunder do not and will not require any consent or approval of any Governmental Authority, shareholder or any other Person which has not already been obtained. 
 Section 603. No Conflict; Legal Compliance. The execution, delivery and performance of this Supplement and each of the other Series 2005-1
Related Documents and the execution, delivery and payment of the Series 2005-1 Notes will not: (a) contravene any provision of the Issuer’s bye-laws or memorandum of association; (b) contravene, conflict with or violate any Applicable
Law or regulation, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority; or (c) violate or result in the breach of, or constitute a default under the Indenture, the Series 2005-1 Related
Documents, any other indenture or other loan or credit agreement, or other agreement or instrument to which Issuer is a party or by which Issuer, or its property and assets may be bound or affected. Issuer is not in violation or breach of or default
under any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any contract, agreement, lease, license, indenture or other instrument to which it is a party. 
 Section 604. Validity and Binding Effect. This Supplement is, and each Series 2005-1 Related Document to which Issuer is a party, when duly
executed and delivered, will be, the legal, valid and binding obligation of Issuer, enforceable against Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies. 
 Section 605. Financial Statements. Since December 31, 2004, there has been no Material Adverse Change in the financial condition of any of the Issuer, Textainer Limited or the Manager. 
  

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 Section 606. Place of Business. The Issuer’s only “place of business” (within
the meaning of Section 9-307 of the UCC) is located at Century House, 16 Par-la-Ville Road, Hamilton HM HX, Bermuda. The Issuer does not maintain an office or assets in the United States, other than (i) the Trust Account, the Restricted
Cash Account and the Series Accounts and (ii) off-hire containers located in depots in the United States and containers described in Section 606(g) of the Indenture. 
 Section 607. No Agreements or Contracts. The Issuer is not now and has not been a party to any contract or agreement (whether written or
oral) other than the Series 2000-1 Related Documents, the Series 2001-1 Related Documents, the Series 2005-1 Related Documents (as each such term is defined in the Supplement for such Series), provided that all obligations under the Series 2001-1
Related Documents shall have been terminated prior to the issuance of the Series 2005-1 Notes (except for such obligations which pursuant to the terms of the 2001-1 Related Documents shall survive any termination thereof), the Related Documents (as
defined in the Indenture) and the Members’ Agreement. 
 Section 608. Consents and Approvals. No approval, authorization or
consent of any trustee or holder of any Indebtedness or obligation of Issuer or of any other Person under any agreement, contract, lease or license or similar document or instrument to which Issuer is a party or by which Issuer is bound, is required
to be obtained by Issuer in order to make or consummate the transactions contemplated under the Series 2005-1 Related Documents, except for those approvals, authorizations and consents that have been obtained on or prior to the Closing Date. All
consents and approvals of, filings and registrations with, and other actions in respect of, all Governmental Authorities required to be obtained by Issuer in order to make or consummate the transactions contemplated under the Series 2005-1 Related
Documents have been, or prior to the time when required will have been, obtained, given, filed or taken and are or will be in full force and effect. 
 Section 609. Margin Regulations. Issuer does not own any “margin security”, as that term is defined in Regulation U of the Federal Reserve Board, and the proceeds of the Series 2005-1 Notes
issued under this Supplement will be used only for the purposes contemplated hereunder. None of such proceeds will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or
retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the loans under this Supplement to be considered a “purpose credit” within the meaning of
Regulations T, U and X. Issuer will not take or permit any agent acting on its behalf to take any action which might cause this Supplement or any document or instrument delivered pursuant hereto to violate any regulation of the Federal Reserve
Board. 
  

 24 








 Section 610. Taxes. All federal, state, local and foreign tax returns, reports and statements
required to be filed by Issuer have been filed with the appropriate Governmental Authorities, and all taxes and other impositions shown thereon to be due and payable by Issuer have been paid prior to the date on which any fine, penalty, interest or
late charge may be added thereto for nonpayment thereof, or any such fine, penalty, interest, late charge or loss has been paid, or Issuer is contesting its liability therefor in good faith and has fully reserved all such amounts according to GAAP
in the financial statements provided to the Noteholders pursuant to Section 626 of the Indenture. Issuer has paid when due and payable all material charges upon the books of Issuer and no Governmental Authority has asserted any Lien against
Issuer with respect to unpaid taxes. Proper and accurate amounts have been withheld by Issuer from its employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable
federal, state, local and foreign law and such withholdings have been timely paid to the respective Governmental Authorities. 
 Section 611. Other Regulations. Issuer is not: (a) a “public utility company” or a “holding company,” or an “affiliate” or a “Subsidiary company” of a “holding company,” or
an “affiliate” of such a “Subsidiary company,” as such terms are defined in the Public Utility Holding Company Act of 1936, as amended, or (b) an “investment company,” or an “affiliated person” of, or a
“promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. The issuance of the Series 2005-1 Notes hereunder and the application of
the proceeds and repayment thereof by Issuer and the performance of the transactions contemplated by this Supplement and the other Series 2005-1 Related Documents will not violate any provision of the Investment Company Act or the Public Utility
Holding Company Act, or any rule, regulation or order issued by the SEC thereunder. 
 Section 612. Solvency and Separateness.

 (i) The capital of the Issuer is adequate for the business and undertakings of the Issuer. 
 (ii) Other than with respect to the transactions contemplated hereby and by the Series 2000-1 Related Documents and the other Series
2005-1 Related Documents, the Issuer is not engaged in any business transactions with the Sellers or the Manager, except as permitted by the Management Agreement, the Contribution and Sale Agreement, the Members Agreement or any Acquisition
Agreement. 
 (iii) The bye-laws of the Issuer provide that the Issuer shall have four directors (two directors appointed by
Textainer Limited, and two directors appointed by MeesPierson Transport & Logistics Holding B.V. (now known as FB Aviation & Intermodal Finance Holding B.V.)) unless increased to five under certain circumstances described in the
bye-laws, including, but not limited to, those discussed below. In the event of a resolution to institute voluntary Insolvency Proceedings on behalf of the Issuer, the bye-laws of the Issuer further provide that the number of directors is
automatically increased to five and an 

  

 25 








 
independent director from the Director Services Provider is elected by a majority of the directors. Such independent director shall participate solely in the
vote on the voluntary Insolvency Proceedings and shall cease to be a director immediately following such vote. No action can be taken to institute voluntary Insolvency Proceedings on behalf of the Issuer unless such action shall have been approved
or authorized by (x) a resolution of the board of directors for which at least ninety-nine percent (99%) of all directors (including the independent director) have voted in favor and (y) a resolution of the members representing at
least ninety-nine percent (99%) of all Class A Shares and Class B Shares and (z) a resolution of the members representing at least ninety-nine percent (99%) of all Class C Shares then issued and outstanding. 
 (iv) The Issuer’s funds and assets are not, and will not be, commingled with those of the Sellers or the Manager, except as permitted
by the Management Agreement. 
 (v) The bye-laws of the Issuer require it to maintain (A) correct and complete books and
records of account, and (B) minutes of the meetings and other proceedings of its members. 
 (vi) The Issuer is not
insolvent under the Insolvency Law and will not be rendered insolvent by the transactions contemplated by the Series 2005-1 Related Documents and after giving effect to such transactions, the Issuer will not be left with an unreasonably small amount
of capital with which to engage in its business nor will the Issuer have intended to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. The Issuer does not contemplate the commencement of insolvency,
bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, trustee or similar official in respect of the Issuer or any of its assets. 
 Section 613. Survival of Representations and Warranties. So long as any of the Series 2005-1 Notes shall be Outstanding and until payment and
performance in full of the Aggregate Outstanding Obligations, the representations and warranties contained herein shall have a continuing effect as having been true when made. 
 Section 614. No Default. No Event of Default or Early Amortization Event (or event or condition which with the giving of notice or passage of
time or both would become an Event of Default or Early Amortization Event) has occurred and is continuing. 
 Section 615. Litigation
and Contingent Liabilities. No claims, litigation, arbitration proceedings or governmental Proceedings by any Governmental Authority are pending or threatened against or are affecting the Issuer or any of its Affiliates the results of which
might interfere with the consummation of any of the transactions contemplated by this Supplement or any document issued or delivered in connection herewith. 
 Section 616. Subsidiaries. Issuer has had no subsidiaries. 
  

 26 








 Section 617. No Partnership. Issuer is not a partner or joint venturer in any partnership or
joint venture. 
 Section 618. Pension and Welfare Plans. No accumulated funding deficiency (as defined in Section 412 of
the Code or Section 302 of ERISA) or reportable event (within the meaning of section 4043 of ERISA), has occurred with respect to the Plan of the Issuer or any ERISA Affiliate. The present value of all benefit liabilities under all Plans of the
Issuer or any ERISA Affiliate subject to Title IV of ERISA, as defined in Section 4001(a)(16) of ERISA, exceeds the fair market value of all assets of Plans subject to Title IV of ERISA (determined as of the most recent valuation date for such
Plan on the basis of assumptions prescribed by the Pension Benefit Guaranty Corporation for the purpose of Section 4044 of ERISA), by no more than $1.9 million. Neither Issuer nor any ERISA Affiliate is subject to any present or potential
withdrawal liability pursuant to Title IV of ERISA and no multi-employer plan (with the meaning of Section 4001(a)(3) of ERISA) to which the Issuer or any ERISA Affiliate has an obligation to contribute or any liability, is or is likely to be
disqualified for tax purposes, in reorganization within the meaning of Section 4241 of ERISA or Section 418 of the Code) or is insolvent (as defined in Section 4245 of ERISA). No liability (other than liability to make periodic
contributions to fund benefits) with respect to any Plan of Issuer, or Plan subject to Title IV of ERISA or any ERISA Affiliate, has been, or is expected to be, incurred by Issuer or an ERISA Affiliate, either directly or indirectly. All Plans of
Issuer are in material compliance with ERISA and the Code. No lien under Section 412 of the Code or 302(f) of ERISA or requirement to provide security under the Code or ERISA has been or is reasonably expected by Issuer to be imposed on its
assets. The Issuer does not have any obligation under any collective bargaining agreement. As of the Closing Date, the Issuer is not an employee benefit plan with the meaning of ERISA or a “plan” within the meaning of Section 4975 of
the Code and assets of the Issuer do not constitute “plan assets” within the meaning of Section 2510.3-101 of the regulations of the Department of Labor. 
 Section 619. Ownership of Issuer. The Issuer has three classes of ordinary shares issued and outstanding as of the Closing Date: the Class A Shares, the Class B Shares and the Class C Shares. The
Class A Shares represent the only class of voting shares issued and outstanding and, as of the Closing Date, there are 12,000 shares issued and outstanding and owned in equal amounts by Textainer Limited, a Bermuda company and FB
Aviation & Intermodal Finance Holding B.V., a company organized under the laws of the Kingdom of The Netherlands. The Class B Shares do not have voting rights (other than with respect to (i) any matter that adversely affects the rights
of the holder of the Class B Shares and/or (ii) the commencement of a voluntary bankruptcy Proceeding by the Issuer) and all of such Class B Shares are owned by Textainer Limited on the Closing Date. The Class C Shares do not have voting rights
(other than with respect to (i) any matter that adversely affects the rights of the holder of the Class C Shares and/or (ii) the commencement of a voluntary bankruptcy Proceeding by the Issuer) and all of such Class C Shares are owned by
AMACAR Investments LLC, a Delaware limited liability company, on the Closing Date. 
 Section 620. Security Interest
Representations. 
  

 27 








 (a) This Supplement and the Indenture create a valid and continuing security interest (as defined in the
UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders, each Series Enhancer and any Interest Rate Hedge Provider, which security interest is prior to all other Liens, and is enforceable as such as against
creditors of and purchasers from the Issuer. 
 (b) The containers constitute “goods” or “inventory” within the meaning
of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust
Account, the Restricted Cash Account and the Series 2005-1 Series Account constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Interest Rate Hedge Agreements, the Contribution and
Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. 
 (c) The Issuer owns
and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. 
 (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the
appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture. All financing statements filed against the Issuer in favor of the
Indenture Trustee in connection herewith describing the Collateral contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture
Trustee.” 
 (e) Other than the security interest granted to the Indenture Trustee pursuant to this Supplement and the Indenture, the
Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted pursuant to the Indenture. The Issuer has not authorized the filing of, and is not aware of, any financing
statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in this
Supplement or the Indenture or (ii) that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. 
 (f) The Issuer has received a written acknowledgment from the Manager that the Manager or an Affiliate thereof is holding the Leases, to the extent they relate to the Managed Containers, on behalf of, and for the benefit of, the Indenture
Trustee. None of the Leases that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. The Sellers have caused the filing of all appropriate financing
statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest of the Issuer (and the Indenture Trustee as its assignee) in the Leases (to the
extent that such Leases relate to the Managed Containers) granted to the Issuer in the Contribution and Sale Agreement. 
  

 28 








 (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral
to the pledge to the Indenture Trustee of its interest and rights in such Collateral hereunder or under the Indenture. 
 (h) The Issuer has
taken all steps necessary to cause Wells Fargo Bank, National Association (in its capacity as securities intermediary) to identify in its records the Indenture Trustee as the Person having a “security entitlement” (within the meaning of
Section 8-102(a)(17) of the UCC in each of the Trust Account, the Restricted Cash Account and the Series 2005-1 Series Account. 
 (i)
The Trust Account, the Restricted Cash Account and Series 2005-1 Series Account are not in the name of any Person other than the Indenture Trustee. The Issuer has not consented to Wells Fargo Bank, National Association (as the securities
intermediary of the Trust Account, the Restricted Cash Account and the Series 2005-1 Series Account) to comply with entitlement orders of any Person other than the Indenture Trustee. 
 (j) No creditor of the Issuer (other than (x) with respect to the Managed Containers, the related Lessee and (y) the Manager in its capacity as
Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral. 
 The representations and warranties set
forth in this Section 620 shall survive until this Supplement is terminated in accordance with its terms and the terms of the Indenture. Any breaches of the representations and warranties set forth in this Section 620 may be waived by the
Indenture Trustee, only with the prior written consent of the Control Party and with the prior satisfaction of the Rating Agency Condition. 
  

 29 








 ARTICLE VII 
 Miscellaneous Provisions 
 Section 701. Ratification of Indenture. As supplemented by
this Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Supplement shall be read, taken and construed as one and the same instrument. 
 Section 702. Counterparts. This Supplement may be executed in two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Supplement by facsimile or by electronic means shall be equally effective as of the delivery of an
originally executed counterpart. 
 Section 703. Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
 Section 704. Notices to Rating
Agencies. Whenever any notice or other communication is required to be given to the Rating Agencies pursuant to the Indenture or this Supplement, such notice or communication shall be delivered as follows: (i) to Moody’s at
Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10004, Attention: ABS Monitoring Group and (ii) if to Standard & Poor’s at Standard & Poor’s Ratings Services, 55 Water Street, 41st Floor, New York, New York 10041, Attention: Asset-Backed Surveillance Group, fax: (212/438-2664). Any rights to notices conveyed to a Rating Agency pursuant
to the terms of this Supplement shall terminate immediately if such Rating Agency no longer has a rating outstanding with respect to the Series 2005-1 Notes. 
 Section 705. Amendments and Modifications. The terms of the Supplement may be waived, modified or amended only in a written instrument signed by each of the Issuer, the Control Party and the Indenture
Trustee and, except with respect to the matters set forth in (and subject to the terms of) Section 1001 of the Indenture, only with the prior written consent of the Requisite Global Majority for Series 2005-1 or, with respect to the matters set
forth in Section 1002(a) of the Indenture, the prior written consent of the Holders of all Series 2005-1 Notes then Outstanding. 
  

 30 








 Section 706. Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE ISSUER
ARISING OUT OF OR RELATING TO THIS SUPPLEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, STATE OF NEW YORK AND THE ISSUER 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 SUPPLEMENT, THE ISSUER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR
PROCEEDING. THE ISSUER HEREBY IRREVOCABLY APPOINTS AND DESIGNATES NATIONAL CORPORATE RESEARCH LTD. HAVING AN ADDRESS AT 225 W 34TH STREET, NEW YORK, NEW YORK 10122, ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND DULY AUTHORIZED AGENT FOR THE LIMITED
PURPOSE OF ACCEPTING SERVICING OF LEGAL PROCESS AND THE ISSUER AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON. THE ISSUER SHALL MAINTAIN THE DESIGNATION AND APPOINTMENT OF SUCH
AUTHORIZED AGENT UNTIL ALL AMOUNTS PAYABLE UNDER THIS SUPPLEMENT SHALL HAVE BEEN PAID IN FULL. IF SUCH AGENT SHALL CEASE TO SO ACT, THE ISSUER SHALL IMMEDIATELY DESIGNATE AND APPOINT ANOTHER SUCH AGENT SATISFACTORY TO THE INDENTURE TRUSTEE AND SHALL
PROMPTLY DELIVER TO THE INDENTURE TRUSTEE EVIDENCE IN WRITING OF SUCH OTHER AGENT’S ACCEPTANCE OF SUCH APPOINTMENT. 
 Section 707.
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 SERIES 2005-1 RELATED DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF. 
 Section 708. Third Party Beneficiaries. The Series Enhancer is an express third party beneficiary of this Supplement and shall be entitled to
rely on all representations, warranties, covenants and agreements contained herein, and in the Indenture to the extent related hereto, as if made directly to it and as if it were a party hereto and shall have full power and authority to enforce the
obligations of the parties hereunder. 
  

 31 








 IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Supplement to be duly executed
and delivered by their respective officers all as of the day and year first above written. 
  

			
	TEXTAINER MARINE CONTAINERS LIMITED
		
	By:	 	 /s/ D. R. Cottingham

	Name:	 	D. R. Cottingham
	Title:	 	Secretary
	
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as
Indenture Trustee

		
	By:	 	 /s/ Marianna C. Stershic

	Name:	 	Marianna C. Stershic
	Title:	 	Vice President


  
 SERIES 2005-1 SUPPLEMENT 







 EXHIBIT A-1 
 FORM OF 144A BOOK ENTRY NOTE 







 EXHIBIT A-2 
 FORM OF REGULATION S TEMPORARY BOOK ENTRY NOTE 







 EXHIBIT A-3 
 FORM OF UNRESTRICTED BOOK ENTRY NOTE 







 EXHIBIT A-4 
 FORM OF NOTE ISSUED TO INSTITUTIONAL ACCREDITED INVESTORS 







 EXHIBIT B 
 FORM OF 
 CERTIFICATE TO BE GIVEN BY NOTEHOLDER 
 [Euroclear Bank S.A./N.V., as operator 
 of the Euroclear Clearance System 
 1 Boulevard du Roi Albert II 
 B-1210 Brussels, Belgium] 
 [Clearstream Banking, société anonyme 
 67 Boulevard
Grand-Duchesse Charlotte 
 L-1331 Luxembourg] 
  

	 	Re:	Floating Rate Asset Backed Notes (the “Offered Notes”) issued pursuant to the Series 2005-1 Supplement, dated as of May 26, 2005, between Textainer Marine
Containers Limited (the “Issuer”) and Wells Fargo Bank, National Association (the “Indenture Trustee”) to the Second Amended and Restated Indenture, dated as of May 26, 2005, between the Issuer and the
Indenture Trustee. 

 This is to certify that as of the date hereof, and except as set forth below, the beneficial interest in
the Offered Notes held by you for our account is owned by Persons that are not U.S. Persons (as defined in Rule 902 under the Securities Act of 1933, as amended). 
 The undersigned undertakes to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Offered Notes held by you in which the undersigned has
acquired, or intends to acquire, a beneficial interest in accordance with your operating procedures if any applicable statement herein is not correct on such date. In the absence of any such notification, it may be assumed that this certification
applies as of such date. 
 [This certification excepts beneficial interests in and does not relate to U.S.
$             principal amount of the Offered Notes appearing in your books as being held for our account but that we have sold or as to which we are not yet able to certify.]

 We understand that this certification is required in connection with certain securities laws in the United States of America. If
administrative or legal Proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a copy thereof to any interested party in such
Proceedings. 
  

									
	Dated:*                    	 		 	By:	 	  

		 		 		 		 	Account Holder



	*	Certification must be dated on or after the 15th day before the date of the Euroclear or Clearstream certificate to which this certification relates.









 EXHIBIT C 
 FORM OF 
 CERTIFICATE TO BE GIVEN BY EUROCLEAR OR CLEARSTREAM 
 Wells Fargo Bank, National Association, 
 as Indenture Trustee and Note
Registrar 
 Sixth Street and Marquette Avenue 
 Minneapolis,
Minnesota 55479 
 Attention: Corporate Trust Services/Asset-Backed Administrator 
  

	 	Re:	Floating Rate Asset Backed Notes (the “Offered Notes”) issued pursuant to the Series 2005-1 Supplement, dated as of May 26, 2005, between Textainer Marine
Containers Limited (the “Issuer”) and Wells Fargo Bank, National Association (the “Indenture Trustee”) to the Second Amended and Restated Indenture, dated as of May 26, 2005, between the Issuer and the
Indenture Trustee. 

 This is to certify that, based solely on certifications we have received in writing, by tested telex or
by electronic transmission from member organizations appearing in our records as Persons being entitled to a portion of the principal amount set forth below (our “Member Organizations”) as of the date hereof,
$             principal amount of the Offered Notes is owned by Persons (a) that are not U.S. Persons (as defined in Rule 902 under the Securities Act of 1933, as amended (the
“Securities Act”)) or (b) who purchased their Offered Notes (or interests therein) in a transaction or transactions that did not require registration under the Securities Act. 
 We further certify (a) that we are not making available herewith for exchange any portion of the related Regulation S Temporary Book-Entry Note
excepted in such certifications and (b) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by them with respect to any portion of the part submitted
herewith for exchange are no longer true and cannot be relied upon as of the date hereof. 
 We understand that this certification is
required in connection with certain securities laws of the United States of America. If administrative or legal Proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you
to produce this certification or a copy hereof to any interested party in such Proceedings. 
  

									
	 Date:                    
	 		 	Yours faithfully,
				
		 		 		 	By:
		 		 		 	 [Morgan Guaranty Trust Company of New York, Brussels Office, as
 Operator of the Euroclear Clearance System] [Clearstream Banking,
 société anonyme]









 EXHIBIT D 
 FORM OF 
 CERTIFICATE TO BE GIVEN BY TRANSFEREE OF BENEFICIAL INTEREST IN A 
 REGULATION S TEMPORARY BOOK ENTRY NOTE 
 [Euroclear Bank
S.A./N.V., as operator 
 of the Euroclear Clearance System 
 1
Boulevard du Roi Albert II 
 B-1210 Brussels, Belgium] 
 [Clearstream Banking, société anonyme 
 67 Boulevard Grand-Duchesse Charlotte 
 L-1331 Luxembourg] 
  

	 	Re:	Floating Rate Asset Backed Notes (the “Offered Notes”) issued pursuant to the Series 2005-1 Supplement, dated as of May 26, 2005, between Textainer Marine Containers
Limited (the “Issuer”) and Wells Fargo Bank, National Association (the “Indenture Trustee”) to the Second Amended and Restated Indenture, dated as of May 26, 2005, between the Issuer and the Indenture Trustee.


 This is to certify that as of the date hereof, and except as set forth below, for purposes of acquiring a beneficial
interest in the Offered Notes, the undersigned certifies that it is not a U.S. Person (as defined in Rule 902 under the Securities Act of 1933, as amended). 
 The undersigned undertakes to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Offered Notes held by you in which the undersigned intends to
acquire a beneficial interest in accordance with your operating procedures if any applicable statement herein is not correct on such date. In the absence of any such notification, it may be assumed that this certification applies as of such date.

 We understand that this certification is required in connection with certain securities laws in the United States of America. If
administrative or legal Proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a copy thereof to any interested party in such
Proceedings. 
  

									
	Dated:	 		 		 	By:	 	








 EXHIBIT E 
 FORM OF 
 TRANSFER CERTIFICATE FOR EXCHANGE OR 
 TRANSFER FROM 144A BOOK-ENTRY NOTE 
 TO REGULATION S BOOK-ENTRY NOTE 
 Wells Fargo Bank, National Association, 
 as Indenture Trustee and Note
Registrar 
 Sixth Street and Marquette Avenue 
 Minneapolis,
Minnesota 55479 
 Attention: Corporate Trust Services/Asset-Backed Administrator 
  

	 	Re:	Floating Rate Asset Backed Notes (the “Offered Notes”) issued pursuant to the Series 2005-1 Supplement, dated as of May 26, 2005, between Textainer Marine
Containers Limited (the “Issuer”) and Wells Fargo Bank, National Association (the “Indenture Trustee”) to the Second Amended and Restated Indenture, dated as of May 26, 2005, between the Issuer and the
Indenture Trustee. 

 Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
 This letter relates to U.S. $             principal amount of Offered Notes that are held as a
beneficial interest in the 144A Book-Entry Note (CUSIP No. 883145AC8) with DTC in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of the beneficial interest for an
interest in the Regulation S Book-Entry Note (CUSIP No. G8766UAB9) to be held with [Euroclear] [Clearstream] through DTC. 
 In connection with the request
and in receipt of the Offered Notes, the Transferor does hereby certify that the exchange or transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Offered Notes and: 
 (a) pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor
does hereby certify that: 
 (i) the offer of the Offered Notes was not made to a Person in the United States of America, 
 (ii) either (A) at the time the buy order was originated, the transferee was outside the United States of America or the Transferor and any Person
acting on its behalf reasonably believed that the transferee was outside the United States of America, or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any Person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States of America, 
 (iii) no
directed selling efforts have been made in contravention of the requirements of Rule 903 or 904 of Regulation S, as applicable, and the other conditions of Rule 903 or Rule 904 of Regulation S, as applicable, have been satisfied and 
 (iv) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act, and 
  

 E-1 








 (b) with respect to transfers made in reliance on Rule 144A under the Securities Act, the Transferor does hereby certify
that the Notes are being transferred in a transaction permitted by Rule 144A under the Securities Act. 
 This certification and the statements contained
herein are made for your benefit and the benefit of the Issuer and Wachovia Capital Markets, LLC, as the Initial Purchaser. 
  

									
		 		 		 	[Insert name of Transferor]
					
	Dated:	 		 		 	By:	 	
		 		 		 	Title:	 	

  

 E-2 








 EXHIBIT F 
 FORM OF 
 INITIAL PURCHASER EXCHANGE INSTRUCTIONS 
 Depository Trust Company 
 55 Water Street 
 50th Floor 
 New York, New York 10041 
  

	 	Re:	$             of the Floating Rate Asset Backed Notes, Series 2005-1 (the “Notes”) issued pursuant to
the Series 2005-1 Supplement, dated as of May 26, 2005, between Textainer Marine Containers Limited (the “Issuer”) and Wells Fargo Bank, National Association (the “Indenture Trustee”) to the Second Amended and Restated
Indenture, dated as of May 26, 2005, between the Issuer and the Indenture Trustee. 

 Pursuant to Section 207 of the
Series 2005-1 Supplement, Wachovia Capital Markets, LLC (“WCM”), an indirect, wholly-owned subsidiary of Wachovia Corporation (the “Initial Purchaser”), hereby requests that
$             aggregate principal amount of the Notes held by you for our account and represented by the Regulation S Temporary Book-Entry Note (CUSIP No. G8766UAB9) (as defined in
the Series 2005-1 Supplement) be exchanged for an equal principal amount represented by the 144A Book-Entry Note (CUSIP No. 883145AC8) to be held by you for our account. 
  

									
	Dated:	 		 		 	 Wachovia Capital Markets, LLC,
 as Initial
Purchaser

					
		 		 		 	By:	 	
		 		 		 	Title:	 	








 SCHEDULE I 
 Minimum Targeted Principal Balances and Scheduled Targeted Principal Balances 
  

																				
	 	  	 	  	Minimum	  	 	  	 	  	Minimum	  	 	  	 	  	Minimum
	 	  	Payment	  	Targeted	  	 	  	Payment	  	Targeted	  	 	  	Payment	  	Targeted
	 	  	Date	  	Principal	  	 	  	Date	  	Principal	  	 	  	Date	  	Principal
	 Period
	  	 Occurring In:
	  	Balance	  	 Period
	  	 Occurring In:
	  	Balance	  	 Period
	  	 Occurring In:
	  	Balance
	0	  	Closing Date	  	$	580,000,000	  	61	  	Jun 2010	  	$	383,444,444	  	121	  	Jun 2015	  	$	190,111,111
	1	  	Jun 2005	  	 	576,777,778	  	62	  	Jul 2010	  	 	380,222,222	  	122	  	Jul 2015	  	 	186,888,889
	2	  	Jul 2005	  	 	573,555,556	  	63	  	Aug 2010	  	 	377,000,000	  	123	  	Aug 2015	  	 	183,666,667
	3	  	Aug 2005	  	 	570,333,333	  	64	  	Sep 2010	  	 	373,777,778	  	124	  	Sep 2015	  	 	180,444,444
	4	  	Sep 2005	  	 	567,111,111	  	65	  	Oct 2010	  	 	370,555,556	  	125	  	Oct 2015	  	 	177,222,222
	5	  	Oct 2005	  	 	563,888,889	  	66	  	Nov 2010	  	 	367,333,333	  	126	  	Nov 2015	  	 	174,000,000
	6	  	Nov 2005	  	 	560,666,667	  	67	  	Dec 2010	  	 	364,111,111	  	127	  	Dec 2015	  	 	170,777,778
	7	  	Dec 2005	  	 	557,444,444	  	68	  	Jan 2011	  	 	360,888,889	  	128	  	Jan 2016	  	 	167,555,556
	8	  	Jan 2006	  	 	554,222,222	  	69	  	Feb 2011	  	 	357,666,667	  	129	  	Feb 2016	  	 	164,333,333
	9	  	Feb 2006	  	 	551,000,000	  	70	  	Mar 2011	  	 	354,444,444	  	130	  	Mar 2016	  	 	161,111,111
	10	  	Mar 2006	  	 	547,777,778	  	71	  	Apr 2011	  	 	351,222,222	  	131	  	Apr 2016	  	 	157,888,889
	11	  	Apr 2006	  	 	544,555,556	  	72	  	May 2011	  	 	348,000,000	  	132	  	May 2016	  	 	154,666,667
	12	  	May 2006	  	 	541,333,333	  	73	  	Jun 2011	  	 	344,777,778	  	133	  	Jun 2016	  	 	151,444,444
	13	  	Jun 2006	  	 	538,111,111	  	74	  	Jul 2011	  	 	341,555,556	  	134	  	Jul 2016	  	 	148,222,222
	14	  	Jul 2006	  	 	534,888,889	  	75	  	Aug 2011	  	 	338,333,333	  	135	  	Aug 2016	  	 	145,000,000
	15	  	Aug 2006	  	 	531,666,667	  	76	  	Sep 2011	  	 	335,111,111	  	136	  	Sep 2016	  	 	141,777,778
	16	  	Sep 2006	  	 	528,444,444	  	77	  	Oct 2011	  	 	331,888,889	  	137	  	Oct 2016	  	 	138,555,556
	17	  	Oct 2006	  	 	525,222,222	  	78	  	Nov 2011	  	 	328,666,667	  	138	  	Nov 2016	  	 	135,333,333
	18	  	Nov 2006	  	 	522,000,000	  	79	  	Dec 2011	  	 	325,444,444	  	139	  	Dec 2016	  	 	132,111,111
	19	  	Dec 2006	  	 	518,777,778	  	80	  	Jan 2012	  	 	322,222,222	  	140	  	Jan 2017	  	 	128,888,889
	20	  	Jan 2007	  	 	515,555,556	  	81	  	Feb 2012	  	 	319,000,000	  	141	  	Feb 2017	  	 	125,666,667
	21	  	Feb 2007	  	 	512,333,333	  	82	  	Mar 2012	  	 	315,777,778	  	142	  	Mar 2017	  	 	122,444,444
	22	  	Mar 2007	  	 	509,111,111	  	83	  	Apr 2012	  	 	312,555,556	  	143	  	Apr 2017	  	 	119,222,222
	23	  	Apr 2007	  	 	505,888,889	  	84	  	May 2012	  	 	309,333,333	  	144	  	May 2017	  	 	116,000,000
	24	  	May 2007	  	 	502,666,667	  	85	  	Jun 2012	  	 	306,111,111	  	145	  	Jun 2017	  	 	112,777,778
	25	  	Jun 2007	  	 	499,444,444	  	86	  	Jul 2012	  	 	302,888,889	  	146	  	Jul 2017	  	 	109,555,556
	26	  	Jul 2007	  	 	496,222,222	  	87	  	Aug 2012	  	 	299,666,667	  	147	  	Aug 2017	  	 	106,333,333
	27	  	Aug 2007	  	 	493,000,000	  	88	  	Sep 2012	  	 	296,444,444	  	148	  	Sep 2017	  	 	103,111,111
	28	  	Sep 2007	  	 	489,777,778	  	89	  	Oct 2012	  	 	293,222,222	  	149	  	Oct 2017	  	 	99,888,889
	29	  	Oct 2007	  	 	486,555,556	  	90	  	Nov 2012	  	 	290,000,000	  	150	  	Nov 2017	  	 	96,666,667
	30	  	Nov 2007	  	 	483,333,333	  	91	  	Dec 2012	  	 	286,777,778	  	151	  	Dec 2017	  	 	93,444,444
	31	  	Dec 2007	  	 	480,111,111	  	92	  	Jan 2013	  	 	283,555,556	  	152	  	Jan 2018	  	 	90,222,222
	32	  	Jan 2008	  	 	476,888,889	  	93	  	Feb 2013	  	 	280,333,333	  	153	  	Feb 2018	  	 	87,000,000
	33	  	Feb 2008	  	 	473,666,667	  	94	  	Mar 2013	  	 	277,111,111	  	154	  	Mar 2018	  	 	83,777,778
	34	  	Mar 2008	  	 	470,444,444	  	95	  	Apr 2013	  	 	273,888,889	  	155	  	Apr 2018	  	 	80,555,556
	35	  	Apr 2008	  	 	467,222,222	  	96	  	May 2013	  	 	270,666,667	  	156	  	May 2018	  	 	77,333,333
	36	  	May 2008	  	 	464,000,000	  	97	  	Jun 2013	  	 	267,444,444	  	157	  	Jun 2018	  	 	74,111,111
	37	  	Jun 2008	  	 	460,777,778	  	98	  	Jul 2013	  	 	264,222,222	  	158	  	Jul 2018	  	 	70,888,889
	38	  	Jul 2008	  	 	457,555,556	  	99	  	Aug 2013	  	 	261,000,000	  	159	  	Aug 2018	  	 	67,666,667
	39	  	Aug 2008	  	 	454,333,333	  	100	  	Sep 2013	  	 	257,777,778	  	160	  	Sep 2018	  	 	64,444,444
	40	  	Sep 2008	  	 	451,111,111	  	101	  	Oct 2013	  	 	254,555,556	  	161	  	Oct 2018	  	 	61,222,222
	41	  	Oct 2008	  	 	447,888,889	  	102	  	Nov 2013	  	 	251,333,333	  	162	  	Nov 2018	  	 	58,000,000
	42	  	Nov 2008	  	 	444,666,667	  	103	  	Dec 2013	  	 	248,111,111	  	163	  	Dec 2018	  	 	54,777,778
	43	  	Dec 2008	  	 	441,444,444	  	104	  	Jan 2014	  	 	244,888,889	  	164	  	Jan 2019	  	 	51,555,556
	44	  	Jan 2009	  	 	438,222,222	  	105	  	Feb 2014	  	 	241,666,667	  	165	  	Feb 2019	  	 	48,333,333
	45	  	Feb 2009	  	 	435,000,000	  	106	  	Mar 2014	  	 	238,444,444	  	166	  	Mar 2019	  	 	45,111,111
	46	  	Mar 2009	  	 	431,777,778	  	107	  	Apr 2014	  	 	235,222,222	  	167	  	Apr 2019	  	 	41,888,889
	47	  	Apr 2009	  	 	428,555,556	  	108	  	May 2014	  	 	232,000,000	  	168	  	May 2019	  	 	38,666,667
	48	  	May 2009	  	 	425,333,333	  	109	  	Jun 2014	  	 	228,777,778	  	169	  	Jun 2019	  	 	35,444,444
	49	  	Jun 2009	  	 	422,111,111	  	110	  	Jul 2014	  	 	225,555,556	  	170	  	Jul 2019	  	 	32,222,222
	50	  	Jul 2009	  	 	418,888,889	  	111	  	Aug 2014	  	 	222,333,333	  	171	  	Aug 2019	  	 	29,000,000
	51	  	Aug 2009	  	 	415,666,667	  	112	  	Sep 2014	  	 	219,111,111	  	172	  	Sep 2019	  	 	25,777,778
	52	  	Sep 2009	  	 	412,444,444	  	113	  	Oct 2014	  	 	215,888,889	  	173	  	Oct 2019	  	 	22,555,556
	53	  	Oct 2009	  	 	409,222,222	  	114	  	Nov 2014	  	 	212,666,667	  	174	  	Nov 2019	  	 	19,333,333
	54	  	Nov 2009	  	 	406,000,000	  	115	  	Dec 2014	  	 	209,444,444	  	175	  	Dec 2019	  	 	16,111,111
	55	  	Dec 2009	  	 	402,777,778	  	116	  	Jan 2015	  	 	206,222,222	  	176	  	Jan 2020	  	 	12,888,889
	56	  	Jan 2010	  	 	399,555,556	  	117	  	Feb 2015	  	 	203,000,000	  	177	  	Feb 2020	  	 	9,666,667
	57	  	Feb 2010	  	 	396,333,333	  	118	  	Mar 2015	  	 	199,777,778	  	178	  	Mar 2020	  	 	6,444,444
	58	  	Mar 2010	  	 	393,111,111	  	119	  	Apr 2015	  	 	196,555,556	  	179	  	Apr 2020	  	 	3,222,222
	59	  	Apr 2010	  	 	389,888,889	  	120	  	May 2015	  	 	193,333,333	  	180	  	May 2020	  	 	0
	60	  	May 2010	  	 	386,666,667	  		  		  			  		  		  		

  







 SCHEDULE I 
 Minimum Targeted Principal Balances and Scheduled Targeted Principal Balances 
  

													
	 	  	 	  	Scheduled	  	 	  	 	  	Scheduled
	 	  	Payment	  	Targeted	  	 	  	Payment	  	Targeted
	 	  	Date	  	Principal	  	 	  	Date	  	Principal
	 Period
	  	 Occurring In:
	  	Balance	  	 Period
	  	 Occurring In:
	  	Balance
	0	  	Closing Date	  	$	580,000,000	  	61	  	Jun 2010	  	$	285,166,667
	1	  	Jun 2005	  	 	575,166,667	  	62	  	Jul 2010	  	 	280,333,333
	2	  	Jul 2005	  	 	570,333,333	  	63	  	Aug 2010	  	 	275,500,000
	3	  	Aug 2005	  	 	565,500,000	  	64	  	Sep 2010	  	 	270,666,667
	4	  	Sep 2005	  	 	560,666,667	  	65	  	Oct 2010	  	 	265,833,333
	5	  	Oct 2005	  	 	555,833,333	  	66	  	Nov 2010	  	 	261,000,000
	6	  	Nov 2005	  	 	551,000,000	  	67	  	Dec 2010	  	 	256,166,667
	7	  	Dec 2005	  	 	546,166,667	  	68	  	Jan 2011	  	 	251,333,333
	8	  	Jan 2006	  	 	541,333,333	  	69	  	Feb 2011	  	 	246,500,000
	9	  	Feb 2006	  	 	536,500,000	  	70	  	Mar 2011	  	 	241,666,667
	10	  	Mar 2006	  	 	531,666,667	  	71	  	Apr 2011	  	 	236,833,333
	11	  	Apr 2006	  	 	526,833,333	  	72	  	May 2011	  	 	232,000,000
	12	  	May 2006	  	 	522,000,000	  	73	  	Jun 2011	  	 	227,166,667
	13	  	Jun 2006	  	 	517,166,667	  	74	  	Jul 2011	  	 	222,333,333
	14	  	Jul 2006	  	 	512,333,333	  	75	  	Aug 2011	  	 	217,500,000
	15	  	Aug 2006	  	 	507,500,000	  	76	  	Sep 2011	  	 	212,666,667
	16	  	Sep 2006	  	 	502,666,667	  	77	  	Oct 2011	  	 	207,833,333
	17	  	Oct 2006	  	 	497,833,333	  	78	  	Nov 2011	  	 	203,000,000
	18	  	Nov 2006	  	 	493,000,000	  	79	  	Dec 2011	  	 	198,166,667
	19	  	Dec 2006	  	 	488,166,667	  	80	  	Jan 2012	  	 	193,333,333
	20	  	Jan 2007	  	 	483,333,333	  	81	  	Feb 2012	  	 	188,500,000
	21	  	Feb 2007	  	 	478,500,000	  	82	  	Mar 2012	  	 	183,666,667
	22	  	Mar 2007	  	 	473,666,667	  	83	  	Apr 2012	  	 	178,833,333
	23	  	Apr 2007	  	 	468,833,333	  	84	  	May 2012	  	 	174,000,000
	24	  	May 2007	  	 	464,000,000	  	85	  	Jun 2012	  	 	169,166,667
	25	  	Jun 2007	  	 	459,166,667	  	86	  	Jul 2012	  	 	164,333,333
	26	  	Jul 2007	  	 	454,333,333	  	87	  	Aug 2012	  	 	159,500,000
	27	  	Aug 2007	  	 	449,500,000	  	88	  	Sep 2012	  	 	154,666,667
	28	  	Sep 2007	  	 	444,666,667	  	89	  	Oct 2012	  	 	149,833,333
	29	  	Oct 2007	  	 	439,833,333	  	90	  	Nov 2012	  	 	145,000,000
	30	  	Nov 2007	  	 	435,000,000	  	91	  	Dec 2012	  	 	140,166,667
	31	  	Dec 2007	  	 	430,166,667	  	92	  	Jan 2013	  	 	135,333,333
	32	  	Jan 2008	  	 	425,333,333	  	93	  	Feb 2013	  	 	130,500,000
	33	  	Feb 2008	  	 	420,500,000	  	94	  	Mar 2013	  	 	125,666,667
	34	  	Mar 2008	  	 	415,666,667	  	95	  	Apr 2013	  	 	120,833,333
	35	  	Apr 2008	  	 	410,833,333	  	96	  	May 2013	  	 	116,000,000
	36	  	May 2008	  	 	406,000,000	  	97	  	Jun 2013	  	 	111,166,667
	37	  	Jun 2008	  	 	401,166,667	  	98	  	Jul 2013	  	 	106,333,333
	38	  	Jul 2008	  	 	396,333,333	  	99	  	Aug 2013	  	 	101,500,000
	39	  	Aug 2008	  	 	391,500,000	  	100	  	Sep 2013	  	 	96,666,667
	40	  	Sep 2008	  	 	386,666,667	  	101	  	Oct 2013	  	 	91,833,333
	41	  	Oct 2008	  	 	381,833,333	  	102	  	Nov 2013	  	 	87,000,000
	42	  	Nov 2008	  	 	377,000,000	  	103	  	Dec 2013	  	 	82,166,667
	43	  	Dec 2008	  	 	372,166,667	  	104	  	Jan 2014	  	 	77,333,333
	44	  	Jan 2009	  	 	367,333,333	  	105	  	Feb 2014	  	 	72,500,000
	45	  	Feb 2009	  	 	362,500,000	  	106	  	Mar 2014	  	 	67,666,667
	46	  	Mar 2009	  	 	357,666,667	  	107	  	Apr 2014	  	 	62,833,333
	47	  	Apr 2009	  	 	352,833,333	  	108	  	May 2014	  	 	58,000,000
	48	  	May 2009	  	 	348,000,000	  	109	  	Jun 2014	  	 	53,166,667
	49	  	Jun 2009	  	 	343,166,667	  	110	  	Jul 2014	  	 	48,333,333
	50	  	Jul 2009	  	 	338,333,333	  	111	  	Aug 2014	  	 	43,500,000
	51	  	Aug 2009	  	 	333,500,000	  	112	  	Sep 2014	  	 	38,666,667
	52	  	Sep 2009	  	 	328,666,667	  	113	  	Oct 2014	  	 	33,833,333
	53	  	Oct 2009	  	 	323,833,333	  	114	  	Nov 2014	  	 	29,000,000
	54	  	Nov 2009	  	 	319,000,000	  	115	  	Dec 2014	  	 	24,166,667
	55	  	Dec 2009	  	 	314,166,667	  	116	  	Jan 2015	  	 	19,333,333
	56	  	Jan 2010	  	 	309,333,333	  	117	  	Feb 2015	  	 	14,500,000
	57	  	Feb 2010	  	 	304,500,000	  	118	  	Mar 2015	  	 	9,666,667
	58	  	Mar 2010	  	 	299,666,667	  	119	  	Apr 2015	  	 	4,833,333
	59	  	Apr 2010	  	 	294,833,333	  	120	  	May 2015	  	 	0
	60	  	May 2010	  	 	290,000,000