8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

________________

FORM 8-K

________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 9, 2011

Date of Report (Date of earliest event reported)

________________

CAI International, Inc.

(Exact name of registrant as specified in charter)

________________

Delaware	001-33388	94-3109229
(State or other jurisdiction of incorporation)	(Commission File Number)	(I. R. S. Employer Identification No.)

Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, CA 94105

(Address of principal executive offices, including ZIP Code)

Registrant’s telephone number, including area code: (415) 788-0100

N/A

(Former name or former address, if changed since last report)

________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01            Entry into a Material Definitive Agreement.

On September 9, 2011, CAL Funding I Limited, a wholly-owned indirect subsidiary of CAI International, Inc. (the “Company”), entered into a credit facility for $100 million of asset-backed warehouse notes, which facility may be increased to $200 million subject to certain conditions. There was no funding under the facility at closing but the commitment to fund under the notes is available until September 8, 2013. The interest rate under the notes is LIBOR plus 2.50% during the initial two-year funding period. If the notes are not refinanced or renewed during this two-year period, the facility is structured to amortize over a term that is scheduled to be ten years, but not to exceed 15 years. The facility contains customary affirmative and negative covenants, representations and warranties, and events of default, which are subject to certain conditions and exceptions. The proceeds from the facility will be used to finance equipment purchases and leases.

On September 14, 2011, the Company issued a press release announcing the closing of the $100 million credit facility. A copy of the press release is attached hereto as Exhibit 99.8 and is furnished herewith.

Item 2.03            Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01            Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Series 2011-1 Note Purchase Agreement, dated September 9, 2011, among CAL Funding I Limited, Container Applications Limited, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, National Association, and the other purchasers and deal agents named therein

99.2 Series 2011-1 Supplement, dated September 9, 2011, between CAL Funding I Limited and Wells Fargo Bank, National Association

99.3 Indenture, dated September 9, 2011, between CAL Funding I Limited and Wells Fargo Bank, National Association

99.4 Performance Guaranty, dated September 9, 2011, between CAI International, Inc. and Wells Fargo Bank, National Association

99.5 Contribution and Sale Agreement, dated September 9, 2011, between Container Applications Limited and CAL Funding I Limited

99.6 Container Management Services Agreement, dated September 9, 2011, among CAL Funding I Limited, Container Applications Limited and CAI International, Inc.

99.7 Form of Series 2011-1 Secured Note issued by CAL Funding I Limited to Bank of America, National Association

99.8 Press release dated September 14, 2011

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 14, 2011	CAI INTERNATIONAL, INC.
	/s/ Timothy B. Page
	Timothy B. Page
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

99.1 Series 2011-1 Note Purchase Agreement, dated September 9, 2011, among CAL Funding I Limited, Container Applications Limited, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, National Association, and the other purchasers and deal agents named therein

99.2 Series 2011-1 Supplement, dated September 9, 2011, between CAL Funding I Limited and Wells Fargo Bank, National Association

99.3 Indenture, dated September 9, 2011, between CAL Funding I Limited and Wells Fargo Bank, National Association

99.4 Performance Guaranty, dated September 9, 2011, between CAI International, Inc. and Wells Fargo Bank, National Association

99.5 Contribution and Sale Agreement, dated September 9, 2011, between Container Applications Limited and CAL Funding I Limited

99.6 Container Management Services Agreement, dated September 9, 2011, among CAL Funding I Limited, Container Applications Limited and CAI International, Inc.

99.7 Form of Series 2011-1 Secured Note issued by CAL Funding I Limited to Bank of America, National Association

99.8 Press release dated September 14, 2011

EX-99.1

Exhibit 99.1

EXECUTION VERSION

SERIES 2011-1 NOTE PURCHASE AGREEMENT

Dated as of September 9, 2011

Among

CAL FUNDING I LIMITED

as Issuer

CONTAINER APPLICATIONS LIMITED

as Seller and Manager

THE PERSONS NAMED HEREIN

as Purchasers

THE PERSONS NAMED HEREIN

as CP Purchasers

THE PERSONS NAMED HEREIN

as Deal Agents

BANK OF AMERICA, NATIONAL ASSOCIATION,

as Administrative Agent

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Structuring and Placement Agent

(CAL Funding I Limited)

Floating Rate Asset-Backed Notes, Series 2011-1

ARTICLE I DEFINITIONS		1
Section 1.1	Certain Defined Terms	1
Section 1.2	Other Terms	5
Section 1.3	Computation of Time Periods	5
ARTICLE II THE PURCHASE FACILITY		5
Section 2.1	Sale and Delivery of the Notes	5
Section 2.2	Acceptance and Custody of Series 2011-1 Notes	7
Section 2.3	Increase/Reduction of the Series 2011-1 Note Commitments	7
Section 2.4	Payments, Computations, Etc	7
Section 2.5	Extension of Scheduled Expiration Date	8
Section 2.6	Appointment of Structuring and Placement Agent	8
Section 2.7	Benefits of Protections under Supplement	9
ARTICLE III CONDITIONS OF PURCHASES		9
Section 3.1	Conditions Precedent to Initial Purchase	9
Section 3.2	Conditions Precedent to Each Purchase	9
ARTICLE IV REPRESENTATIONS AND WARRANTIES		9
Section 4.1	Representations and Warranties of the Issuer	9
Section 4.2	Representations, Warranties and Agreements of the Purchasers	12
Section 4.3	Replacement of Purchaser	13
Section 4.4	Representations and Warranties of Container Applications Limited	13
ARTICLE V GENERAL COVENANTS		14
Section 5.1	General Covenants of the Issuer	14
Section 5.2	General Covenants and Agreements of Manager.	15
ARTICLE VI INDEMNIFICATION		15
Section 6.1	Indemnities by the Issuer	15
Section 6.2	Increased Costs and Reduced Return.	16
ARTICLE VII THE DEAL AGENTS		18
Section 7.1	Authorization and Action	18
Section 7.2	Delegation of Duties	18
Section 7.3	Exculpatory Provisions	18
Section 7.4	Reliance	19
Section 7.5	Non-Reliance on Deal Agents and Other Purchasers	19
Section 7.6	Individual Capacities	19
Section 7.7	Successor Deal Agents	20
ARTICLE VIII ADMINISTRATIVE AGENT		20
Section 8.1	Appointment and Authority of Administrative Agent	20

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Section 8.2	Duties of the Administrative Agent	20
Section 8.3	Standard of Care; Conformity with Applicable Law; Liability of Administrative Agent	20
Section 8.4	Records	21
Section 8.5	Indemnification	21
Section 8.6	Compensation	22
Section 8.7	Independence of the Administrative Agent	22
Section 8.8	Other Activities of the Administrative Agent	22
Section 8.9	Resignation and Removal of Administrative Agent	23
Section 8.10	Action upon Termination, Resignation or Removal	23
Section 8.11	Agreement Not to File Petition in Bankruptcy	24
ARTICLE IX MISCELLANEOUS		24
Section 9.1	Amendments and Waivers	24
Section 9.2	Notices, Etc	25
Section 9.3	Ratable Payments	25
Section 9.4	No Waiver; Remedies	25
Section 9.5	Binding Effect	26
Section 9.6	Term of this Agreement	26
Section 9.7	GOVERNING LAW	26
Section 9.8	WAIVER OF JURY TRIAL	26
Section 9.9	Costs and Expenses	26
Section 9.10	No Proceedings	27
Section 9.11	Recourse Against Certain Parties; Waiver of Set-off Against CP Purchasers	28
Section 9.12	Confidentiality	29
Section 9.13	Counterparts	30
Section 9.14	Duties of Structuring and Placement Agent.	31
Section 9.15	Permitted Pledge.	31

LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE I Conditions Precedent to Initial Purchase

SCHEDULE II Purchase Limits

EXHIBITS

EXHIBIT A Form of Compliance Certificate and Funding Notice

EXHIBIT B Form of Related Group Addition Notice

EXHIBIT C Form of Assignment and Acceptance

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SERIES 2011-1 NOTE PURCHASE AGREEMENT (as amended, modified and supplemented from time to time in accordance with the terms hereof, this “Agreement”), dated as of September 9, 2011, by and among:

(1)            CAL FUNDING I LIMITED, an exempted company with limited liability incorporated and existing under the laws of Bermuda, as issuer (the “Issuer”);

(2)            CONTAINER APPLICATIONS LIMITED, an international business company incorporated and licensed under the laws of Barbados, as Seller and Manager;

(3)            MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, a Delaware corporation, as structuring and placement agent (the “Structuring and Placement Agent”);

(4)            BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (together with its successors and permitted assigns, “BoA”), as a Purchaser, as a Deal Agent (the “BoA Deal Agent”);

(5)            BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association, as the Administrative Agent (the “Administrative Agent”);

(6)            THE OTHER PURCHASERS from time to time party hereto;

(7)            THE CP PURCHASERS from time to time party hereto; and

(8)            THE OTHER DEAL AGENTS from time to time party hereto.

In consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1             Certain Defined Terms.

(a)            Certain capitalized terms used throughout this Agreement are defined above or in this Section 1.1. In addition, capitalized terms used but not defined herein have the meanings given to such terms in the Indenture, dated as of September 9, 2011 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”) or, if such terms are not defined therein, such terms shall have the meanings given to such terms in the Series 2011-1 Supplement, dated as of September 9, 2011 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Supplement”), between the Issuer and the Indenture Trustee.

(b)            As used in this Agreement and its exhibits, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

Accepting Purchaser: As defined in Section 2.1(b).

Act: The Securities Act of 1933, as amended.

Additional Series 2011-1 Noteholder: As defined in Section 2.3(b).

Assignment and Acceptance: Any properly completed notice substantially in the form of Exhibit C hereof.

Availability: As of any date of determination for any Series 2011-1 Noteholder, the lesser of:

(A) the excess, if any, of (x) the Series 2011-1 Note Commitment of such Series 2011-1 Noteholder on such date of determination over (y) the then Series 2011-1 Note Principal Balance of the Series 2011-1 Note owned by such Series 2011-1 Noteholder on such date of determination; and

(B) such Series 2011-1 Noteholder’s Pro Rata share of an amount equal to the excess of (x) the Asset Base, over (y) the then Aggregate Principal Balance (calculated without giving effect to the requested Series 2011-1 Advance).

Closing Date: This term shall have the meaning set forth in the Supplement.

Commercial Paper: On any day, any commercial paper note issued by, or on behalf of, a CP Purchaser for the purpose of financing or maintaining its investment in the Notes, including all such commercial paper notes so issued to refinance matured commercial paper notes issued by, or on behalf of, such CP Purchaser that were originally issued to finance or maintain such CP Purchaser’s investment in the Notes.

Competitor: This term shall have the meaning set forth in the Supplement.

Compliance Certificate: A properly completed compliance certificate substantially in the form attached hereto as Exhibit A.

Confidential Information: As defined in Section 9.12.

CP Purchaser: With respect to each Purchaser, each Person designated by such Purchaser which in the ordinary course of business issues short-term promissory notes in the commercial paper market. On the Closing Date, the CP Purchaser (if any) associated with each Purchaser is set forth on Schedule III hereto.

Deal Agent: Any or all, as the context may require, (i) with respect to any Purchaser or CP Purchaser described in the preamble hereto, the Deal Agent for such Person indicated in the preamble hereto, and (ii) with respect to any other Purchaser or CP Purchaser, the Person acting as deal agent therefor pursuant to a properly completed Related Group Addition Notice in the form of Exhibit B hereto. Notwithstanding the foregoing, any CP Purchaser may, upon prior written notice to the Issuer, act as its own Deal Agent.

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Eligible Assignee: Any of the following: (a) any Purchaser or a member of its Related Group, (b) a Person (other than a Competitor) whose short-term rating is at least “A-1” from S&P and “P-1” from Moody’s, or whose obligations under this Agreement are unconditionally guaranteed by a Person whose long-term rating is at least “A” from S&P and “A-2” from Moody’s, (c) an Affiliate of any Purchaser, (d) any commercial paper conduit for which a Purchaser or any Affiliate thereof is a liquidity provider or a credit provider, or (e) any other Person (other than the Issuer, any Affiliate of the Issuer or a Competitor) consented to by the Issuer (such consent not to be unreasonably withheld) provided that the consent of the Issuer pursuant to clause (e) shall not be required if an Event of Default is then continuing. For the avoidance of doubt, that nothing contained in the Series 2011-1 Related Documents shall restrict (A) any Accepting Purchaser from assigning to the Purchaser in its Related Group any unpaid Series 2011-1 Advance previously funded by such Accepting Purchaser or (B) any Purchaser from assigning to an Accepting Purchaser in its Related Group any unpaid Series 2011-1 Advance previously funded by such Purchaser.

Excepted Persons: As defined in Section 9.12(a).

Exchange Act: As defined in Section 4.1(k).

Fee Letter: This term shall have the meaning set forth in the Supplement.

Funding Notice: As defined in Section 2.1(e).

Governmental Authority: This term shall have the meaning set forth in the Indenture.

Governmental Rules: Any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions, of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.

Granting Purchaser: As defined in Section 2.1(b).

Indemnified Amounts: As defined in Section 6.1.

Indemnified Party: As defined in Section 6.1.

Notes: Any or all, as the context may require, of the Series 2011-1 Notes.

NRSRO: As defined in Section 9.12.

Pro Rata: This term shall have the meaning set forth in the Supplement.

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Purchase: Each Series 2011-1 Advance funded by a Purchaser or a CP Purchaser in accordance with the terms of this Agreement.

Purchase Date: Any day on which a Purchaser or a CP Purchaser makes a Purchase.

Purchase Limit: For each Purchaser, the maximum amount of Series 2011-1 Advances that a Purchaser shall be required to fund to the Issuer hereunder. On the Closing Date, the aggregate Purchase Limit for all Purchasers is One Hundred Million Dollars ($100,000,000) and the specific Purchase Limits of each Purchaser is set forth on Schedule II hereof. The “Purchase Limit” of a Purchaser may be increased or decreased in accordance with the provisions of Section 2.3 hereof.

Purchaser: Each of the Persons set forth on Schedule II and any other Person that may be so designated from time to time pursuant to an Assignment and Acceptance.

Purchaser Account: With respect to each Purchaser or CP Purchaser, the deposit account designated by such Purchaser or CP Purchaser to the Issuer and the Indenture Trustee from time to time.

Purchaser Letter: This term shall have the meaning set forth in the Indenture.

Related Group: For each Purchaser, such Purchaser and its related Deal Agent and, if applicable, any CP Purchaser designated by such Purchaser and, if applicable, such CP Purchaser’s Deal Agent. Any Purchaser that has no CP Purchaser affiliated with it for purposes of this Agreement shall be treated as its own Related Group.

Related Group Addition Notice: Any properly completed notice substantially in the form of Exhibit B hereof.

Rule 17g-5: Rule 17g-5(a)(3)(iii)(A) through (D) under the U.S. Securities Exchange Act of 1934, as amended.

Scheduled Expiration Date: September 8, 2013, as such date may be extended from time to time in accordance with Section 2.5 of hereof.

Series 2011-1 Advance: Any and all advances of funds to the Issuer made by a Purchaser or a CP Purchaser pursuant to Section 2.1 hereof.

Series 2011-1 Note Commitment: This term shall have the meaning set forth in the Supplement.

Supplement: The Series 2011-1 Supplement, dated as of September 9, 2011, between the Issuer and the Indenture Trustee.

Taxes: This term shall have the meaning set forth in the Supplement.

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Termination Date: The earliest to occur of (a) the Scheduled Expiration Date and (b) the date on which an Early Amortization Event occurs.

UCC: The Uniform Commercial Code as in effect in the applicable jurisdiction.

United States: The United States of America.

Section 1.2             Other Terms.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in the UCC in effect in the State of New York, as applicable, and not specifically defined herein, are used herein as defined therein; provided, however, that references in this Agreement to any section of the Uniform Commercial Code shall mean, on or after the Closing Date of the adoption of any revision to the Uniform Commercial Code in the applicable jurisdiction, such revised or successor section thereto.

Section 1.3             Computation of Time Periods.

Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

ARTICLE II

THE PURCHASE FACILITY

Section 2.1             Sale and Delivery of the Notes.

(a)            Subject to the terms and conditions set forth in this Agreement and the Supplement, each Purchaser hereby delivers its commitment to fund Series 2011-1 Advances up to an aggregate amount outstanding not to exceed the Purchase Limit set forth opposite its name on Schedule II hereto (as such schedule may be updated from time to time in accordance with the terms of this Agreement). The Issuer agrees to deliver on the Closing Date to each of the Purchasers (or to such Person as such Purchaser shall direct) a Note registered in the name of such Purchaser (or any nominee designated by such Purchaser) with a maximum aggregate principal amount in the amount of the Purchase Limit for such Purchaser. Each of such Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule II, or its nominee. The actual unpaid principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof and of the Supplement.

(b)            Notwithstanding anything to the contrary in the preceding paragraph, any Purchaser (a “Granting Purchaser”) may grant to any CP Purchaser in its Related Group (an “Accepting Purchaser”) the option to fund all or any part of any Series 2011-1 Advance that such Granting Purchaser would otherwise be obligated to fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any Accepting Purchaser to fund any Series 2011-1 Advance and (ii) if any Accepting Purchaser elects not to exercise such option or otherwise fails to fund all or any part of such Series 2011-1 Advance, the Granting Purchaser shall be obligated to fund such Series 2011-1 Advance pursuant to the terms hereof. The funding of a Series 2011-1 Advance by an Accepting Purchaser hereunder shall utilize the Purchase Limit of the Granting Purchaser to the same extent that, and as if, such Series 2011-1 Advance was funded by such Granting Purchaser.

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(c)            Each Purchaser and each CP Purchaser may pledge its Series 2011-1 Note in accordance with the provisions of Section 9.15 of this Agreement. In addition, each Purchaser and each CP Purchaser may assign or transfer to an Eligible Assignee in accordance with the Supplement and the Indenture all or a portion of its Series 2011-1 Note, and, if any such assigning Purchaser so elects, an equivalent percentage of its Series 2011-1 Note Commitment, by the execution and delivery to the Issuer and the Indenture Trustee of (i) either (A) a fully executed Purchaser Letter or (B) the Opinion of Counsel referred to in Section 205(i) of the Indenture and (ii) an Assignment and Acceptance and a Related Group Addition Notice; provided, that if such assigning Purchaser does not elect to assign to such Eligible Assignee an equivalent percentage of its Series 2011-1 Note Commitment, then such assigning Purchaser shall retain the equivalent percentage of its Series 2011-1 Note Commitment hereunder.

(d)            In connection with any transfer of a Note made in accordance with the Supplement and the Indenture, the Issuer agrees to deliver a Note in the name of such transferee or its nominee on behalf of such transferee and its Related Group in the maximum aggregate principal amount specified in the related Assignment and Acceptance.

(e)            On the terms and conditions set forth herein and in Section 204 of the Supplement, the Issuer may request the Purchasers to make a Series 2011-1 Advance (each such request, a “Funding Notice”), each such Funding Notice to be on the terms and conditions set forth herein and in the Indenture and the Supplement and substantially in the form of Exhibit A hereto. On each day prior to the Termination Date, as applicable and subject to the satisfaction of the terms and conditions set forth herein, each Purchaser (or, if applicable, the CP Purchaser in its Related Group, if such CP Purchaser elects, in its sole discretion, to make such Series 2011-1 Advance) shall make a Purchase within three (3) Business Days after receipt of a properly completed Funding Notice, in each case of its Pro Rata share of the Series 2011-1 Advance requested under a Funding Notice from time to time during the period from the date hereof to but not including the Termination Date; provided, that any Funding Notice received prior to noon on such Business Day shall be deemed received on such Business Day and any Funding Notice received after such time shall be deemed received the following Business Day; provided, further, that each Series 2011-1 Advance by each Purchaser (or, if applicable, the CP Purchaser in its Related Group, if such CP Purchaser elects, in its sole discretion, to make such Series 2011-1 Advance) shall be for not less than the minimum amount set forth in Section 204(b) of the Supplement and not more than the maximum amount set forth in Section 204(b) of the Supplement. In the event that any Purchaser fails to make a Series 2011-1 Advance in accordance with its Series 2011-1 Note Commitment, the other Purchasers shall not be obligated to fund the Pro Rata Share of the defaulted Purchaser(s). The failure of any Purchaser or a member of its Related Group to make a Series 2011-1 Advance shall not impose an obligation on any other non-defaulting Purchaser or member of its Related Group to make a Series 2011-1 Advance of such shortfall, except as otherwise provided in Section 2.1(b).

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(f)            A duly authorized officer or representative of each Series 2011-1 Noteholder shall make appropriate notations on the schedule attached to the applicable Class A Note or on its books and records to reflect its Pro Rata share of each Series 2011-1 Advance and all payments received by it in reduction of the Series 2011-1 Note Principal Balance of the Series 2011-1 Note owned by such Series 2011-1 Noteholder. The Issuer hereby authorizes each duly authorized officer of each Series 2011-1 Noteholder, to make such notations on the applicable Series 2011-1 Note or on its books and records as aforesaid (provided that any failure by such officer or representative of a Series 2011-1 Noteholder to make any such notation shall not affect the obligations of the Issuer under any Series 2011-1 Note).

Section 2.2             Acceptance and Custody of Series 2011-1 Notes.

On the Closing Date, each Purchaser or its Deal Agent shall take delivery of the applicable Note and maintain custody thereof.

Section 2.3             Increase/Reduction of the Series 2011-1 Note Commitments.

(a)            The Issuer may, upon at least 30 days’ written notice to each Deal Agent, with a copy to the Indenture Trustee, terminate in whole, or reduce in part, the then unused Series 2011-1 Note Commitment of each Purchaser; provided, however, that each partial reduction of the Series 2011-1 Note Commitment shall be in amounts equal to $10,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be allocated pro rata among each Purchaser (based on the then current Series 2011-1 Note Commitment of each Purchaser). Each notice of reduction or termination pursuant to this Section 2.3 shall be irrevocable. Notwithstanding the foregoing, the Issuer may on any Business Day reduce to zero and terminate in full the Series 2011-1 Note Commitment in connection with a refinancing of the Series 2011-1 Notes upon (I) the issuance of any additional Series of Notes in accordance with Section 406 of the Supplement, (II) at least five (5) Business Days prior written notice to each Deal Agent, with a copy to the Indenture Trustee, specifying the proposed Payment Date of such termination, and (III) payment in full, solely from the proceeds of such issuance referred to in foregoing clause (I), of (i) the principal of, and interest on, the Notes and (ii) Breakage Costs, if any, and (iii) all other Outstanding Obligations of the Issuer under the Supplement and this Agreement.

(b)            The Issuer may, by means of a letter delivered to each Deal Agent and the Indenture Trustee (with a copy to each Interest Rate Hedge Provider) request that the aggregate Series 2011-1 Note Commitments be increased by an aggregate amount not to exceed One Hundred Million Dollars ($100,000,000), by issuing additional Series 2011-1 Notes to one or more Eligible Assignees (each an “Additional Series 2011-1 Noteholder”), having an aggregate Series 2011-1 Note Commitment in an amount agreed to by any such Additional Series 2011-1 Noteholder(s).

Section 2.4             Payments, Computations, Etc.

(a)            The Issuer shall cause the Indenture Trustee to remit to each Series 2011-1 Noteholder from amounts available therefor pursuant to the Indenture and the Supplement, its Pro Rata portion (except as set forth in Section 211(a)(ii) and (iii) of the Supplement) of the Series 2011-1 Note Interest Payment, Minimum Principal Payment Amount, Scheduled Principal Payment Amount, Supplemental Principal Payment Amount, any Prepayment amount and all other amounts from time to time required to be paid or distributed to each Series 2011-1 Noteholder pursuant to the Series 2011-1 Related Documents, in each case, at the times specified therein.

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(b)            Unless otherwise expressly provided herein, in the Indenture or the Supplement, all amounts to be paid or deposited by the Issuer hereunder shall be paid or deposited in accordance with the terms hereof no later than 1:00 P.M. (New York time) on the day when due in lawful money of the United States in immediately available funds to the Purchaser Account of such Purchaser or CP Purchaser, as the case may be. If any such amounts are received in a Purchaser’s Account after 1:00 P.M. (New York time) on such day, such amounts shall be deemed to have been received on the immediately succeeding Business Day. The Issuer shall, to the extent permitted by law, pay to the Purchasers or CP Purchasers, as the case may be, interest on all amounts not paid or deposited when due hereunder at two percent (2%) per annum above the interest rate then applicable to the Notes, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest and other fees hereunder shall be made on the basis of a year of 360 days (or, in the case of interest calculated at the Alternative Rate, 365 or 366 days, as applicable) for the actual number of days (including the first but excluding the last day) elapsed.

(c)            Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next Business Day, and such extension of time shall in such case be included in the computation of payment of Series 2011-1 Note Interest Payment or any fee payable hereunder, as the case may be.

Section 2.5             Extension of Scheduled Expiration Date.

The Scheduled Expiration Date in effect on the date hereof shall be September 8, 2013. The Issuer may, within 60 days, but no later than 45 days (or such shorter period as may be approved by the parties hereto), prior to the then current Scheduled Expiration Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee, request that Deal Agents (acting at the direction of the related Purchasers) extend the Scheduled Expiration Date for a specified period of time. Each of the Deal Agents (acting at the direction of the related Purchasers) shall make a determination, in its sole discretion, within 30 days of its receipt of the Issuer’s request, as to whether or not it will agree to extend the Scheduled Expiration Date; provided, however, that the failure of a Deal Agent to make a timely response to the Issuer’s request for extension of the Scheduled Expiration Date shall be deemed to constitute a refusal by such Deal Agent to extend the Scheduled Expiration Date. Any such extension of the Scheduled Expiration Date shall become effective only upon (i) written confirmation to the Issuer by each Deal Agent of its agreement to so extend the Scheduled Expiration Date and (ii) receipt by each Deal Agent of any fees required to be paid in connection with such extension.

Section 2.6             Appointment of Structuring and Placement Agent.

The Issuer hereby appoints Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the Structuring and Placement Agent with respect to Series 2011-1.

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Section 2.7             Benefits of Protections under Supplement.

Each Purchaser, CP Purchaser and member of its Related Group shall be entitled to the benefits of Sections 205, 206, 207 and 208 of the Supplement, and agree to be bound by the provisions of Section 209 of the Supplement.

ARTICLE III

CONDITIONS OF PURCHASES

Section 3.1             Conditions Precedent to Initial Purchase.

The initial Purchase hereunder is subject to the satisfaction, on or before the date of such purchase, as determined by each Deal Agent, of each of the conditions precedent listed in Schedule I hereto and in Section 501 of the Supplement.

Section 3.2             Conditions Precedent to Each Purchase.

Each Purchase (including the initial Purchase) from the Issuer shall be subject to the satisfaction of the conditions precedent set forth in Section 502 of the Supplement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1             Representations and Warranties of the Issuer.

The representations and warranties of the Issuer contained in the Indenture and the Supplement are hereby incorporated herein by reference and made for the benefit of the parties hereto as of the Closing Date and each Purchase Date (except to the extent that any such representations and warranties specifically relate to an earlier date), with the same force and effect as if such representations and warranties were set forth herein in full. In addition, the Issuer represents and warrants as of the Closing Date and each Purchase Date (except to the extent that any such representations and warranties specifically relate to an earlier date) as follows:

(a)            Organization. It is duly incorporated and validly existing in good standing under the laws of the jurisdiction of its organization, is duly qualified and in good standing as a corporate entity and authorized to do business in all other jurisdictions wherein the nature of its business or property makes such qualification materially necessary, and has full power and authority to own its properties and to conduct its business as presently conducted.

(b)            Licenses and Approvals. It has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such licenses and approvals except where the failure to have such licenses and approvals does not have a material adverse effect on its financial condition or on its ability to perform its obligations under the Series 2011-1 Related Documents to which it is a party.

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(c)            Authority. It has full power, authority and legal right to execute and deliver, and perform each of its obligations under, each of the Series 2011-1 Related Documents to which it is a party, including the Issuer’s use of the proceeds of Purchases, and it has duly authorized the execution, delivery and performance of each of the foregoing and, in the case of the Issuer, the sale of the Notes to the Purchasers by all necessary action. The Series 2011-1 Related Documents to which it is a party have been duly executed and delivered by it.

(d)            Enforceability. Each of the Series 2011-1 Related Documents to which it is a party constitutes its legal, valid and binding obligations, enforceable against it in accordance with their respective terms, except as limited by bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other similar laws (whether statutory, regulatory or decisional) and general equitable principles affecting creditors’ rights and remedies regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e)            No Conflicts. The consummation of the transactions contemplated by and the fulfillment of the terms of the Series 2011-1 Related Documents to which it is a party will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under its memorandum of association or bye-laws or any material indenture, agreement, mortgage, deed of trust, commitment letter or funding arrangement with any lending institution or investment bank or other material instrument to which it is a party or by which it is bound, or result in the creation or imposition of any Lien (other than as contemplated by this Agreement or the Indenture) upon any of its properties pursuant to the terms of such indenture, agreement, mortgage, deed of trust, commitment letter or funding arrangement with any lending institution or investment bank or other such instrument, other than the Series 2011-1 Related Documents to which it is a party, or violate any law, rule, regulation or any order applicable to it of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or any of its properties.

(f)            Legal Proceedings. There are no proceedings or investigations to which it is a party pending, or, to its best knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (a) asserting the invalidity of any of the Series 2011-1 Related Documents to which it is a party, (b) seeking to prevent the consummation of any of the transactions contemplated by the Series 2011-1 Related Documents to which it is a party, (c) seeking any determination or ruling that would materially and adversely affect the performance by it of its obligations under, or the validity or enforceability of, the Series 2011-1 Related Documents to which it is a party or (d) which would have a material adverse effect on its ability to perform its obligations under the Series 2011-1 Related Documents to which it is a party.

(g)            Consents and Approvals. All approvals, authorizations, consents, orders or other actions of any Person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the execution, delivery and performance of the Series 2011-1 Related Documents to which it is a party, have been received or taken, as the case may be.

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(h)            Information. No information, exhibit, financial statement, document, book, record or report furnished or to be furnished by it to the Deal Agent or a Purchaser (or, if applicable, such CP Purchaser in its Related Group), (i) is or will be inaccurate in any material respect as of the date it is or shall be dated or (except as otherwise disclosed to the recipient thereof at the time of delivery or thereafter) as of the date so furnished, and (ii) contains or will contain any material misstatement of fact or (with respect to documents concerning the Issuer) omits or shall omit to state a material fact necessary to make the statements contained therein not misleading.

(i)             Accuracy of Representations and Warranties. Each representation and warranty made by it contained herein or in any Series 2011-1 Related Document to which it is a party or in any certificate or other document furnished by it pursuant hereto or to any Series 2011-1 Related Document to which it is a party or in connection herewith or therewith is true and correct in all material respects.

(j)             Offer and Sale. Neither the Issuer nor any Person acting on its behalf has offered to sell the Notes by any form of general solicitation or general advertising. Neither the Issuer nor any Person acting on its behalf of any of them has offered or sold the Notes or other similar security in any manner that would render the issuance and sale of the Notes a violation of the Act, or require registration pursuant thereto, nor has it authorized nor will it authorize any person to act in such manner.

(k)            Exchange Act Compliance. No proceeds of any Purchase will be used by the Issuer to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the extent that the Exchange Act may be deemed to apply to the Notes and the Advances, none of the transactions contemplated herein (including, without limitation thereof, the use of the proceeds from the sale of the Notes) will violate or result in a violation of Section 7 of the Exchange Act or any regulations issued pursuant thereto including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.

(l)             Contribution and Sale Agreement. The Contribution and Sale Agreement is the only agreement pursuant to which the Issuer purchased the Sold Assets.

(m)           Value Given. The Issuer shall have given reasonably equivalent value in consideration for the transfer to the Issuer of the Sold Assets acquired by it, no such transfer shall have been made for or on account of an antecedent debt, and no such transfer is or may be voidable or subject to avoidance under any section of any Insolvency Law.

(n)            Accounting. The Issuer accounts for the transfers of the Containers under the Contribution and Sale Agreement to the Issuer as sales and/or capital contributions of such Containers consistent with GAAP and with the requirements set forth herein.

(o)            Investment Company Act. The Issuer is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

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(p)            Trust Indenture Act. The Indenture does not need to be qualified as an “indenture” under the Trust Indenture Act of 1939, as amended.

The representations and warranties set forth in this section shall survive the initial Purchase of the Notes and any future Purchases. Upon discovery by the Issuer, any Purchaser or Deal Agent of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

Section 4.2             Representations, Warranties and Agreements of the Purchasers.

As of the Closing Date, each Purchaser hereby represents and warrants to, and agrees with, the Issuer that:

(a)            The Purchaser understands that the Note (or interest therein) purchased by it has not been registered under the Act or the securities laws of any State and, if the Note is not then registered under applicable federal and State securities law (which registration the Issuer is not obligated to effect), it will not offer to sell, transfer or otherwise dispose of the Note or any portion thereof except in a transaction which is exempt from such registration.

(b)            The Purchaser is acquiring its interest in the Notes for its own account, and not as a nominee for any other person, and the Purchaser is not acquiring the Note with a view to or for sale or transfer in connection with any distribution of the Note under the Act, provided, however, that the disposition of its property shall at all times be within its control.

(c)            The Purchaser is an “accredited investor,” as defined in Regulation D under the Act, that is experienced in making investments such as the Series 2011-1 Advances and is able to evaluate the merits and risks involved in financing the Collateral.

(d)            The Purchaser is not, and is not purchasing for, or on behalf of, a “benefit plan investor” as such term is defined in 29 C.F.R. §2510.3-101, unless the transfer to, or holding of the applicable Note by, such Person will either: (i) not result in any prohibited transaction under Title I of the Employee Retirement Income Security Act of 1974, as amended, or excise taxes under Section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) result in a prohibited transaction, but any such transaction will be eligible for exemptive relief under Prohibited Transaction Class Exemption 91-38 (regarding investments by bank collective trust funds), Prohibited Transaction Class Exemption 90-1 (relating to investments by insurance company separate accounts), Prohibited Transaction Class Exemption 95-60 (relating to investments by insurance company general accounts), Prohibited Transaction Class Exemption 84-14 (relating to investments by qualified professional asset managers) or Prohibited Transaction Class Exemption 96-23 (relating to investments by in-house asset managers).

(e)            Separate Entity. The Purchaser is entering into the transactions contemplated by this Agreement in reliance upon the Issuer’s identity as a separate legal entity from the Seller, the Manager, the Sub-Manager and from each such other Affiliate of the Manager.

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Section 4.3             Replacement of Purchaser.

(a)            If (i) any Purchaser, CP Purchaser or a member of its Related Group requests compensation under Section 205 or Section 206 of the Supplement, or if the Borrower is required to pay to any Purchaser or a member of its Related Group or any Governmental Authority for the account of any Lender pursuant to Section 6.2 of this Agreement, or (ii) any Purchaser, CP Purchaser or a member of its Related Group does not consent (or fails to timely respond) to a proposed amendment, modification or waiver to any provision of this Agreement or any other Series 2011-1 Transaction Document requested by the Issuer or any extension of the Scheduled Expiration Date in accordance with Section 2.5 of this Agreement, then the Issuer may, at its sole expense and effort, upon notice to such Purchaser, CP Purchaser or a member of its Related Group and Administrative Agent, require such Purchaser, CP Purchaser or a member of its Related Group to assign and delegate, without recourse pursuant to an Assignment and Acceptance, all of its interests, rights and obligations under this Agreement, its Notes and the related Series 2011-1 Transaction Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Purchaser, CP Purchaser or a member of its Related Group), provided that:

(i)             such Purchaser, CP Purchaser or member of its Related Group shall have received payment of an amount equal to the outstanding principal balance of its Series 2011-1 Note, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Series 2011-1 Related Documents from the assignee and/or the Issuer;

(ii)            in the case of any assignment resulting from a claim for compensation under Section 2.7 of this Agreement or payments to be made to such Purchaser, CP Purchaser or member of its Related Group pursuant to Section 6.2, such assignment will result in a reduction in such compensation or payment; and

(iii)           such assignment does not conflict with applicable laws.

In connection with any such replacement, if the replaced Purchaser, CP Purchaser or member of its Related Group does not execute and deliver to the Issuer a duly completed Assignment and Acceptance and Related Group Addition Notice reflecting such replacement within five (5) Business Days of the date on which the replacement Eligible Assignee executes and delivers such Related Group Addition Notice to the replaced Purchaser or CP Purchaser, then such replaced Purchaser or CP Purchaser shall be deemed to have executed and delivered such Related Group Addition Notice.

Section 4.4             Representations and Warranties of Container Applications Limited.

Container Application Limited, in its capacity as Manager and Seller, represents and warrants to the Issuer and each Purchaser as of the Closing Date and each Purchase Date as follows:

(a)            The consolidated balance sheet of CAI and its Subsidiaries at December 31, 2010 (or, if later, the date of the most recently completed fiscal year) and the consolidated statements of income, retained earnings and cash flows for the fiscal year ended on December 31, 2010 (or, if later, the date of the most recently completed fiscal year), accompanied by reports thereon containing opinions without qualification, except as therein noted, by CAI’s independent accountants, have been prepared in accordance with generally accepted accounting principles consistently applied, and present fairly the financial position of CAI and its Subsidiaries as of such dates and the results of their operations for such periods. Since December 31, 2011 (or, if later, the date of the most recently completed fiscal year), there has been no change in the business or condition (financial or otherwise) of CAI and its Subsidiaries except changes in the ordinary course of business, none of which individually or in the aggregate has been materially adverse. Neither CAI nor any of its Subsidiaries has any material liabilities or obligations other than those disclosed in the financial statements referred to in the preceding paragraph or for which adequate reserves are reflected in such financial statements.

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ARTICLE V

GENERAL COVENANTS

Section 5.1             General Covenants of the Issuer.

(a)            The Issuer hereby agrees to notify the Administrative Agent, the Deal Agents and the Requisite Global Majority, as soon as possible, and in any event within five (5) days after written notice to the Issuer, of (i) the occurrence of any Event of Default, Manager Default or Early Amortization Event, (ii) any fact, condition or event which, with the giving of notice or the passage of time or both, could become an Event of Default, Manager Default or Early Amortization Event, (iii) the failure of the Issuer or the Manager to observe any of its material undertakings under the Series 2011-1 Related Documents, or (iv) any change in the status or condition of the Issuer or the Manager or the Collateral that would reasonably be expected to materially and adversely affect the Issuer’s or the Manager’s ability to perform its respective obligations under the Series 2011-1 Related Documents.

(b)            The Issuer agrees not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Act) that would be integrated with the sale of the Notes in a manner that would require the registration under the Act of the sale to the Purchasers of the Notes.

(c)            The Issuer shall forward copies of all notices or other communications that it delivers to any party under the Series 2011-1 Related Documents to each of the Deal Agents.

(d)            Any notice of any voluntary Prepayment of the Notes made in accordance with the provisions of Section 203(b) of the Series 2011-1 Supplement shall be irrevocable when given.

(e)            Upon reasonable request, the Issuer agrees that it shall make available to any representative of the Administrative Agent, each Purchaser and their duly authorized representatives, attorneys or accountants, for inspection and copying its books of account, records and reports relating to the Managed Containers and copies of all Leases (to the extent related to the Managed Containers) and all other documents relating thereto. Such inspections shall be conducted on reasonable advance notice and during normal business hours and shall not unreasonably disrupt the business of the Issuer. The Administrative Agent and each Purchaser shall, and shall cause their respective representatives to, hold in confidence all such information in accordance with the provisions of Section 9.12 of this Agreement. Any expense incident to the reasonable exercise by the Administrative Agent or any Purchaser of any right under this Section shall be borne by the Person exercising such right unless an Event of Default shall have occurred and then be continuing in which case such expenses shall be borne by the Issuer. The Issuer also agrees to make available on a reasonable basis to the Administrative Agent or an officer of the Issuer for the purpose of answering reasonable questions respecting recent developments affecting the Issuer.

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Section 5.2             General Covenants and Agreements of Manager.

(a)            In addition to the events specified in Section 10.1 of the Management Agreement, the Manager hereby agrees that the Majority of Holders of Series 2011-1 may declare that a Manager Default shall have occurred upon the occurrence of either of the events set forth in Section 4.12 of the Supplement.

A Manager Default arising out of the events or conditions set forth in Section 4.12 of the Supplement shall occur only upon the declaration of a Manager Default by the Majority of Holders of Series 2011-1.

(b)            The Manager hereby agrees that the Majority of Holders of Series 2011-1 may declare that a Back-up Manager Default shall have occurred upon the occurrence of either of the events set forth in Section 4.13 of the Supplement.

ARTICLE VI

INDEMNIFICATION

Section 6.1             Indemnities by the Issuer.

Without limiting any other rights which the Deal Agents, the Administrative Agent, the Purchasers, the CP Purchasers or any of their respective Affiliates may have, hereunder or under applicable law, the Issuer hereby agrees to indemnify the Deal Agents, the Purchasers, the CP Purchasers and each of their respective Affiliates, together with their respective successors and permitted assigns (each of the foregoing Persons being individually called an “Indemnified Party”) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements, awarded against or incurred by any of them arising out of, and any such damages, losses, claims, liabilities and related costs and expenses resulting from the breach by such Issuer of any representation, warranty, covenant or obligation of the Issuer contained in, this Agreement or any other Series 2011-1 Related Document to which it is a party (all of the foregoing being collectively referred to as “Indemnified Amounts”), excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party.

Any amounts subject to the indemnification provisions of this Section 6.1 shall be paid by the Issuer to the Indemnified Party within ten (10) Business Days following the Indemnified Party’s demand therefor, setting forth in reasonable detail the basis therefor. Notwithstanding anything to the contrary, the Issuer’s obligations to make payments under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 of the Indenture and Section 303 of the Supplement and to the extent they are not so paid pursuant to such sections, such obligations shall not constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer or the Collateral.

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Section 6.2             Increased Costs and Reduced Return.

(a)            If any Series 2011-1 Noteholder shall have determined with respect to events occurring after the date hereof (i) the adoption of any Governmental Rule or bank regulatory guideline, or any change therein, or any clarification or change in the interpretation or administration thereof by any Governmental Authority, (ii) any request, guidance or directive of any Governmental Authority (whether or not having the force of law) or (iii) the compliance, application or implementation by any Series 2011-1 Noteholder with any of preceding clauses (i) or (ii):

(i)             shall subject any Series 2011-1 Noteholder to any taxes, duty or other charge (except for changes in the rate of tax on the overall net income of such Series 2011-1 Noteholder) with respect to this Agreement, the other Series 2011-1 Related Documents, the ownership, maintenance or financing of any Series 2011-1 Note, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Series 2011-1 Noteholder or amounts payable in respect of this Agreement, the other Series 2011-1 Related Documents, the ownership, maintenance or financing of any Series 2011-1 Note;

(ii)            shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Series 2011-1 Noteholder or shall impose on any Series 2011-1 Noteholder or on the United States market for certificates of deposit any other condition affecting this Agreement, the other Series 2011-1 Related Documents, the ownership, maintenance or financing of any Series 2011-1 Note; or

(iii)           shall impose upon any Series 2011-1 Noteholder any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing, (except for changes in the rate of tax on the overall net income of such Series 2011-1 Noteholder) with respect to this Agreement, the other Series 2011-1 Related Documents, the ownership, maintenance or financing of any Series 2011-1 Note, or payments of amounts due hereunder,

and the result of any of the foregoing is to increase the cost to, or to reduce the amount of any sum received or receivable by, such Noteholder with respect to this Agreement, the other Series 2011-1 Related Documents, the ownership, maintenance or financing of any Series 2011-1 Note by an amount deemed by such Series 2011-1 Noteholder to be material, then from time to time, after the demand by such Series 2011-1 Noteholder through its Deal Agent, Issuer shall pay to the related Deal Agent, for the benefit of such Series 2011-1 Noteholder, such additional amount or amounts as will compensate such Series 2011-1 Noteholder for such increased cost or reduction; provided that such Series 2011-1 Noteholder shall have applied, in good faith, consistent return calculations to, and analyses regarding requests for indemnification from, other similarly situated issuers (after consideration of facility pricing, structure, usage patterns, capital treatment and relationship) with respect to such increased cost or reduced return.

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(b)            If any Series 2011-1 Noteholder shall have determined with respect to events occurring after the date hereof (i) the adoption of any Governmental Rule or bank regulatory guideline regarding capital adequacy, or any change therein, or any clarification or change in the interpretation or administration thereof by any Governmental Authority, (ii) any request, guidance or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority, or (iii) the compliance, application or implementation by any Series 2011-1 Noteholder with any of preceding clauses (i) or (ii) has or would have the effect of reducing the rate of return on capital of such Series 2011-1 Noteholder (or its parent) as a consequence of such Series 2011-1 Noteholder’s obligations hereunder or with respect hereto to a level below that which such Series 2011-1 Noteholder (or its parent) could have achieved but for any of the occurrences set forth in any of preceding clauses (i), (ii) or (iii) (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Series 2011-1 Noteholder to be material, then from time to time, after demand by such Series 2011-1 Noteholder through its Deal Agent, Issuer shall pay to the related Deal Agent, for the benefit of such Series 2011-1 Noteholder, such additional amount or amounts as will compensate such Series 2011-1 Noteholder (or its parent) for such reduction, increased cost or payment; provided that such Series 2011-1 Noteholder shall have applied, in good faith, consistent return calculations to, and analyses regarding requests for indemnification from, other similarly situated issuers (after consideration of facility pricing, structure, usage patterns, capital treatment and relationship) with respect to such reduction, increased cost or payment. The amounts due and payable to a Series 2011-1 Noteholder under this Section 6.2 shall be considered “Increased Costs” for purposes of the Supplement.

(c)            In determining any amount provided for in this Section 6.2, a Series 2011-1 Noteholder may use any reasonable averaging and attribution methods, provided that it shall apply, in good faith, consistent return calculations to, and analyses regarding requests for indemnification from, other similarly situated issuers (after consideration of facility pricing, structure, usage patterns, capital treatment and relationship) with respect to reductions, increased costs, reduced return or related payments. Any Series 2011-1 Noteholder making a claim under this Section 6.2 shall submit to the Issuer a written description as to such amounts (including reasonable detail regarding the calculation of such amounts). Failure or delay on the part of any Series 2011-1 Noteholder to demand amounts pursuant to this Section 6.2 shall not constitute a waiver of such Series 2011-1 Noteholder’s right to demand such amounts; provided that the Issuer shall not be required to compensate any Series 2011-1 Noteholder pursuant to this Section 6.2 for amounts incurred more than 120 days prior to the date on which such Series 2011-1 Noteholder makes written demand therefor; provided, however, that if the circumstances giving rise to such demand under this Section 6.2 have a retroactive effect, then such 120 day period shall be extended to include the period of such retroactive effect.

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ARTICLE VII

THE DEAL AGENTS

Section 7.1             Authorization and Action.

Each Purchaser and CP Purchaser hereby designates and appoints the Person designated herein as its respective Deal Agent hereunder, and authorizes its related Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Deal Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Purchaser, each CP Purchaser and each Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser, any CP Purchaser or any other Deal Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of a Purchaser, a CP Purchaser or a Deal Agent shall be read into this Agreement or otherwise exist for any Purchaser, any CP Purchaser or any Deal Agent. In performing its functions and duties hereunder, each Deal Agent shall act solely as agent for its related Purchaser and/or CP Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Issuer or the Manager or any of their respective successors or assigns. The Deal Agents shall not be required to take any action which exposes the Deal Agents to personal liability or which is contrary to this Agreement, any other Series 2011-1 Related Document or applicable law. The appointment and authority of the Deal Agents hereunder shall terminate at the indefeasible payment in full of all amounts due under the Notes.

Section 7.2             Delegation of Duties.

Each Deal Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each Deal Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care.

Section 7.3             Exculpatory Provisions.

The Deal Agents and any of their respective directors, officers, agents or employees shall not be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct or the breach of their obligations expressly set forth in this Agreement) or (ii) responsible in any manner to any of the Purchasers or CP Purchasers for any recitals, statements, representations or warranties made by the Issuer contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other Series 2011-1 Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Series 2011-1 Related Document or any other document furnished in connection herewith, or for any failure of the Issuer to perform its obligations hereunder, or for the satisfaction of any condition specified in Article III. None of the Deal Agents shall be under any obligation to any Purchaser or CP Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Issuer or the Manager. None of the Deal Agents shall be deemed to have knowledge of any Event of Default, Manager Default or Early Amortization Event unless the Deal Agents have received notice from the Issuer, the Indenture Trustee, a Purchaser or a CP Purchaser.

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Section 7.4             Reliance.

The Deal Agents and any of their respective directors, officers, agents or employees shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation reasonably believed by them to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Issuer), independent accountants and other experts selected by the Deal Agents. The Deal Agents shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless they shall first receive such advice or concurrence of the related Purchasers and/or CP Purchasers, as it deems appropriate or it shall first be indemnified to its satisfaction by the Purchasers and/or CP Purchasers, provided, that unless and until the Deal Agents shall have received such advice, the Deal Agents may take or refrain from taking any action, as it shall deem advisable and in the best interests of the related Purchasers and/or CP Purchasers. The Deal Agents shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the related Purchasers and/or CP Purchasers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the related Purchasers and/or CP Purchasers.

Section 7.5             Non-Reliance on Deal Agents and Other Purchasers.

Each Purchaser and each CP Purchaser expressly acknowledges that none of the Deal Agents or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates, has made any representations or warranties to it and that no act by the Deal Agents hereafter taken, including, without limitation, any review of the affairs of the Issuer, shall be deemed to constitute any representation or warranty by the Deal Agents. Each Purchaser and each CP Purchaser represents and warrants to the Deal Agents that it has made and will make, independently and without reliance upon the Deal Agents or any other Purchaser or CP Purchaser and based on such documents and information as it has deemed appropriate, its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Issuer and made its own decision to enter into this Agreement.

Section 7.6             Individual Capacities.

The Deal Agents and each of their respective Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Issuer, the Manager or any Affiliate thereof as though the Deal Agents were not the Deal Agents hereunder. With respect to the acquisition of the Notes pursuant to this Agreement, the Deal Agents and each of their respective Affiliates shall have the same rights and powers under this Agreement as any Purchaser and may exercise the same as though it were not a Deal Agent.

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Section 7.7             Successor Deal Agents.

(a)            Each Deal Agent may, upon five (5) days written notice to the Issuer and the related Purchasers and/or CP Purchasers, and each Deal Agent will, upon the direction of all of its related Purchasers and/or CP Purchasers, resign as a Deal Agent. If such Deal Agent shall resign, then the Purchasers and/or CP Purchasers related to such Deal Agent shall appoint a successor deal agent or deal agents for such Purchasers and/or CP Purchasers.

ARTICLE VIII

ADMINISTRATIVE AGENT

Section 8.1             Appointment and Authority of Administrative Agent.

Subject to the terms and conditions set forth herein, each Purchaser, CP Purchaser and Deal Agent hereby appoints Bank of America, National Association, as Administrative Agent to perform all of the activities set forth in Section 8.2 hereof. By executing this Agreement, the Administrative Agent hereby accepts such appointment.

Section 8.2             Duties of the Administrative Agent. Subject to the terms, conditions and limitations set forth in this Agreement, the duties of the Administrative Agent shall be limited to the following:

(a)            If the Manager has not delivered the Manager Report to the Indenture Trustee and the Administrative Agent on or prior to the Determination Date, at the request of the Indenture Trustee, the Administrative Agent shall (i) provide written instructions to the Indenture Trustee as to the necessary calculations and allocations of funds to be distributed from the Available Distribution Amount on the applicable Payment Date and (ii) provide written instructions to the Indenture Trustee as to the existence of any excess amounts on deposit in the Restricted Cash Account over the Restricted Cash Amount and regarding any disbursements to be made from the Restricted Cash Account (in accordance with Section 303(h) of the Indenture);

(b)            Delivering to each Deal Agent copies of reports, certificates and notices delivered to the Administrative Agent pursuant to the terms of the Series 2011-1 Related Documents; and

(c)            Any other duties expressly assigned to the Administrative Agent pursuant to the terms of the Series 2011-1 Related Documents.

Section 8.3             Standard of Care; Conformity with Applicable Law; Liability of Administrative Agent.

(a)            The Administrative Agent will perform its duties hereunder in accordance with the same standard of care exercised by the Administrative Agent in the conduct of similar affairs for its own account.

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(b)            The Administrative Agent will not, in performing its obligations hereunder, take any action that would be in violation of any law, rule or regulation that may be applicable to the Administrative Agent, its property or the services to be performed hereunder.

(c)            The Administrative Agent shall not (a) be liable for any action taken or omitted to be taken by it under or in connection with this Agreement (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner for any recital, statement, representation or warranty made by Issuer, the Indenture Trustee, Manager or Interest Rate Hedge Provider or any officer thereof, contained in this Agreement or in any other Related Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or in any other Related Document, or for the value of any Collateral or the validity, effectiveness, genuineness, enforceability or sufficiency of any Related Document, or for any failure of the Issuer or the Manager or any other party to any Related Document to perform its obligations thereunder except to the extent set forth therein. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or other document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent.

Section 8.4             Records. The Administrative Agent shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall upon prior written notice to the Administrative Agent be accessible for inspection at the offices of the Administrative Agent by any Purchaser at such inspecting party’s expense during the Administrative Agent’s normal business hours.

Section 8.5             Indemnification.

(a)            The Administrative Agent hereby agrees to indemnify and hold harmless each Purchaser and members of its Related Group and their respective directors, officers and shareholders (each an “Indemnified Party”) from and against any and all damages, losses, liabilities, costs and expenses incurred by an Indemnified Party resulting from the gross negligence or willful misconduct of the Administrative Agent in performing (or failing to perform) its obligations under this Agreement; provided, however, that the Administrative Agent shall not have any liability with respect to any portion of such damages, losses, liability resulting from the gross negligence or willful misconduct of such Indemnified Party. An Indemnified Party shall immediately notify the Administrative Agent of any damages, losses, liabilities, costs or expenses which an Indemnified Party has determined has given or would give rise to a right of indemnification hereunder and the Administrative Agent shall have the exclusive right to compromise or defend any such liability or claim at its own expense, which decision shall be binding and conclusive upon an Indemnified Party. Failure to give such notice shall not relieve the Administrative Agent of its obligations hereunder; provided, however, that the Administrative Agent shall not be liable or otherwise be held responsible for any damages, losses, liabilities, costs or expenses resulting from the failure to give such notice.

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(b)            The Issuer shall indemnify the Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind whatsoever which may at any time (including at any time following the repayment of the Outstanding Obligations and the termination or resignation of the Administrative Agent) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by any such Person under or in connection with any of the foregoing; provided, however, that the Issuer shall not be liable for the payment to the Administrative Agent of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Administrative Agent’s negligence or willful misconduct. Indemnification amounts owing by the Issuer pursuant to this Section 6(b) shall not constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer or the Collateral in the event that such amounts are not paid pursuant to Sections 302 or 806 of the Indenture.

Section 8.6             Compensation. As compensation for the performance of the Administrative Agent’s obligations under this Agreement, the Issuer agrees to pay to the Administrative Agent an annual fee equal to the fee set forth in the Fee Letter. Notwithstanding payment of such fee by the Issuer, each of the parties hereto acknowledge that the Administrative Agent is the agent of the Purchaser. Such fee shall be payable on each Payment Date commencing on each Payment Date. Issuer shall pay such amounts from amounts on deposit in the Trust Account in accordance with the provisions of Section 302 of the Indenture. In addition, the Administrative Agent shall also be entitled to be reimbursed in accordance with Section 302 of the Indenture for its expenses incurred in taking any actions required by this Agreement or the Related Documents of any Series. The term “Administrative Agent Fee” shall include all amounts payable pursuant to this Section 8.6. Any such expenses owing to the Administrative Agent pursuant to this Section 8.6 shall not constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer or the Collateral in the event that such amounts are not paid pursuant to Section 302 or 806 of the Indenture or the related Supplement.

Section 8.7             Independence of the Administrative Agent. For all purposes of this Agreement, the Administrative Agent shall be an agent of the Purchaser and shall not be subject to the supervision of the Issuer, the Manager or the Indenture Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder; provided, however, that the Administrative Agent shall act in accordance with directions from the Majority of Holders of Series 2011-1 when required by the Indenture or the Series 2011-1 Related Documents.

Section 8.8             Other Activities of the Administrative Agent. Nothing herein shall prevent the Administrative Agent or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other Person even though such Person may engage in business activities similar to those of the Issuer and/or the Manager.

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Section 8.9             Resignation and Removal of Administrative Agent.

(a)            The Administrative Agent may resign its duties hereunder by providing the Issuer and each Deal Agent with at least 60 days’ prior written notice.

(b)            The Indenture Trustee, acting at the written direction of the Majority of Holders of Series 2011-1, may remove the Administrative Agent immediately upon written notice of termination to the Administrative Agent (with a copy to the Issuer) if any of the following events shall occur:

(i)             the Administrative Agent shall default in any material respect in the performance of any of its duties under this Agreement which failure continues unremedied for a period of thirty (30) days after the receipt by the Administrative Agent of written notice thereof specifying with reasonable detail the default;

(ii)            a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrative Agent in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrative Agent or any substantial part of its property or order the winding-up or liquidation of its affairs; or

(iii)           the Administrative Agent shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrative Agent or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.

(c)            No resignation or removal of the Administrative Agent pursuant to this Section 8.10 shall be effective until (i) a successor Administrative Agent shall have been appointed by the Majority of Holders of Series 2011-1 (which successor shall also be reasonably acceptable to the Issuer) and (ii) such successor Administrative Agent shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrative Agent is bound hereunder. A copy of any such appointment and the agreement executed by such successor Administrative Agent shall be promptly sent to each of the Issuer and the Manager.

Section 8.10           Action upon Termination, Resignation or Removal. Promptly upon the resignation or removal of the Administrative Agent pursuant to Section 8.9(a) or (b) of this Agreement, respectively, the Administrative Agent shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. In the event of the resignation or removal of the Administrative Agent pursuant to Section 8.9(a) or (b) of this Agreement, respectively, the Administrative Agent shall cooperate with the Indenture Trustee and take all reasonable steps requested to assist the Majority of Holders of Series 2011-1 and the Indenture Trustee in making an orderly transfer of the duties of the Administrative Agent.

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Section 8.11           Agreement Not to File Petition in Bankruptcy. The Administrative Agent hereby agrees that it shall not institute against, or join any other person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any insolvency, bankruptcy or similar law of any jurisdiction, for one year and a day after the date of payment in full of the Outstanding Obligations.

ARTICLE IX

MISCELLANEOUS

Section 9.1             Amendments and Waivers.

(a)            Subject to Section 211(a) of the Supplement, no amendment, waiver or modification of any provision of this Agreement shall be effective without the written agreement of the Issuer and Related Groups representing in aggregate more than fifty percent (50%) of the then aggregate Series 2011-1 Note Commitment (or, if the Conversion Date has occurred, the then Aggregate Series 2011-1 Note Principal Balance); provided, however, that no such amendment, modification or waiver shall:

(i)             without the written consent of each affected Purchaser, (A) reduce the amount of any fee, payment of principal in respect of any Note or payment of interest in respect of any Note payable to the Purchasers or the Deal Agents for the benefit of the Purchasers, (B) consent to, or permit the assignment or transfer by the Issuer of any of its rights and obligations under this Agreement, (C) amend this Agreement in any way that would require the consent of each Noteholder under Section 1002(a) of the Indenture, (D) extend the Scheduled Expiration Date or increase its Series 2011-1 Note Commitment, (E) amend or modify the terms of either Section 9.10(a) or Section 9.11(b), or (F) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (E) above in a manner which would circumvent the intention of the restrictions set forth in such clauses;

(ii)            without the written consent of all Purchasers, amend the definition of “Eligible Assignee”;

(iii)           without the written consent of the Administrative Agent, affect the rights or duties of the Administrative Agent under this Agreement;

(iv)           without the written consent of the affected Deal Agent, affect the rights and duties of such Deal Agent under this Agreement; or

(v)            with the written consent of Container Applications Limited, affect the rights of the Manager or Seller under this Agreement.

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Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Any modification or waiver shall apply to each of the Purchasers equally and shall be binding upon the Issuer, the Purchasers and the Deal Agents.

(b)            The Deal Agents shall provide prompt written notice to each respective Purchaser and CP Purchaser of the nature of each amendment to this Agreement, and shall, simultaneously therewith, to the extent required by Section 201(f) of the Supplement, deliver a copy of such amendment to each Rating Agency.

Section 9.2             Notices, Etc.

All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including communication by facsimile copy) and mailed, faxed, transmitted or delivered, as to each party hereto, at its address set forth under its name on the signature pages hereof or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, upon receipt, or in the case of (a) notice by mail or courier, upon receipt, or (b) notice by facsimile copy, when verbal communication of receipt is obtained.

Section 9.3             Ratable Payments.

If any Purchaser (or, if applicable, the CP Purchaser in its Related Group), whether by setoff or otherwise, has payment made to it with respect to any portion of any amount of the principal amount of the Note or other amount owing to such Purchaser (or, if applicable, the CP Purchaser in its Related Group) other than payments received by such Purchaser pursuant to Section 4.3, Article VI, Breakage Costs or other amounts payable to such Purchaser pursuant to Sections 205, 206, 207 or 208 of the Series 2011-1 Supplement (the “Subject Payment”), in a greater proportion than that received by any other Purchaser (or, if applicable, the CP Purchaser in its Related Group), such Purchaser (or, if applicable, the CP Purchaser in its Related Group) agrees, promptly upon demand, to pay the amount of such excess to the related Deal Agent for distribution to all other Purchasers (or, if applicable, the CP Purchasers in their Related Groups) such that, after giving effect to the distribution of such excess, all Purchasers (or, if applicable, the CP Purchasers in their Related Groups) shall receive their Pro Rata Share of the Subject Payment. Notwithstanding the foregoing, this provision shall not apply to reduced or withheld payments not paid to a Defaulting Noteholder in accordance with the terms of the Series 2011-1 Related Documents.

Section 9.4             No Waiver; Remedies.

No failure on the part of any party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

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Section 9.5             Binding Effect.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 9.6             Term of this Agreement.

This Agreement, including, without limitation, the Issuer’s obligations to observe its covenants set forth in Article V, shall remain in full force and effect until the Series 2011-1 Legal Final Payment Date; provided, however, the indemnification and payment provisions of Articles VI and VIII and the provisions of Section 9.10 and Section 9.11 and the agreements of the parties contained in Sections 9.7, 9.8, 9.9 and 9.12 shall be continuing and shall survive any termination of this Agreement.

Section 9.7             GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND 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 LAW, 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. EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NONEXCLUSIVE JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

Section 9.8             WAIVER OF JURY TRIAL.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

Section 9.9             Costs and Expenses.

(a)            The Issuer shall pay all fees and expenses as provided for in the Fee Letter on the day each such fee or expense is stated to be due.

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(b)            In addition to the rights of indemnification granted to the Deal Agents, the Purchasers, the CP Purchasers and their respective Affiliates under Article VI hereof, the Issuer agrees to pay on demand all reasonable out-of-pocket costs and expenses (including fees, charges, and disbursements of counsel) incurred by the Purchasers, the CP Purchasers, the Deal Agents and their respective Affiliates, successors or assigns, with respect to enforcing their respective rights and remedies as against the Issuer under this Agreement, the Indenture, any Note, any other Series 2011-1 Related Document to which the Issuer is a party and the other documents to be delivered hereunder or in connection herewith; provided, however, that none of the Deal Agents, the Purchasers, the CP Purchasers or any Affiliate thereof shall be entitled to any such payment (and shall reimburse the Issuer for any such payments previously received) if such person has been determined by a court of competent jurisdiction to not be entitled to receive indemnification pursuant to Article VI hereof in connection with such enforcement. The Issuer also agrees to pay on demand all costs and expenses of the Purchasers, the CP Purchasers, the Deal Agents and their respective Affiliates, successors or assigns, if any (including reasonable counsel fees and expenses), incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the transactions contemplated hereby, the enforcement, administration (including periodic auditing and rating agency requirements), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Indenture, the Note, any other Series 2011-1 Related Document to which the Issuer is a party and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith. Any amounts subject to the provisions of this Section 9.9 shall be paid by the Issuer to the respective Deal Agents within ten (10) Business Days following demand therefor. Notwithstanding anything to the contrary, the Issuer’s obligations to make payments under this Section 9.9 shall be limited solely to funds available from time to time for such purpose pursuant to Section 303 of the Supplement and to the extent they are not so paid, such obligations shall not constitute a claim against the Issuer or the Collateral.

Section 9.10           No Proceedings.

(a)            Each of the Issuer and each member of each Related Group hereby agrees that it will not institute, or join any other Person in instituting against, any CP Purchaser any bankruptcy, insolvency, winding up, dissolution, receivership, conservatorship or other similar proceeding or action so long as any Commercial Paper issued by such CP Purchaser shall be outstanding or there shall not have elapsed one year and one day since the last day on which any such Commercial Paper shall have been outstanding.

(b)            Each member of each Related Group hereby agrees that it shall not, with respect to the Issuer, institute or join any other Person in instituting any Insolvency Proceeding against or with respect to the Issuer for so long as any Notes issued by the Issuer shall be Outstanding and there shall not have elapsed one year plus one day since the last day on which any such Notes shall have been Outstanding and all other obligations of the Issuer under the Series 2011-1 Related Documents have been paid in full. The foregoing shall not limit the right of any such Person to file any claim in or otherwise take any action with respect to any such proceeding that was instituted against the Issuer by any Person other than any Deal Agent, Purchaser or CP Purchaser. In addition, each of the Deal Agents, the Purchasers and the CP Purchasers agrees that all amounts owed to it by the Issuer shall be payable solely from amounts that become available for such payment pursuant to Section 302 of the Indenture and Section 303 of the Series 2011-1 Supplement, and no such amounts shall constitute a “claim” against the Issuer (as defined in Section 105 of the Bankruptcy Code) to the extent that they are in excess of the amounts available for their payment.

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Section 9.11           Recourse Against Certain Parties; Waiver of Set-off Against CP Purchasers.

(a)            No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of such party or any incorporator, affiliate, stockholder, officer, employee, manager or director of such party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of such party or any incorporator, stockholder, affiliate, officer, employee, manager or director of such party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of such party and each incorporator, stockholder, affiliate, officer, employee, manager or director of such party or of any such administrator, as such, or any of them, for breaches by such party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.11 shall survive the termination of this Agreement.

(b)            Notwithstanding anything contained in this Agreement or any other Series 2011-1 Related Document, no CP Purchaser shall have any obligation to pay any amount required to be paid by it hereunder or thereunder to its Deal Agent or to any other Person, (i) in excess of any amount available to such CP Purchaser after paying or making provision for the payment of its Commercial Paper or (ii) if after giving effect to such payment, such CP Purchaser could not issue Commercial Paper to refinance its then existing Commercial Paper as a result of such payment. All payment obligations of a CP Purchaser hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper; and, each Deal Agent, each Purchaser and the Issuer agrees that it shall not have a claim under Section 101(5) of the United States Bankruptcy Code if and to the extent that any such payment obligation exceeds the amount available to a CP Purchaser to pay such amounts after paying or making provision for the payment of its Commercial Paper.

(c)            Each party hereto waives any right of set-off it may have or to which it may be entitled under this Agreement and the Series 2011-1 Related Documents with respect to such CP Purchaser and its assets except, in the case of the Issuer, for the limited right of set-off set forth in Section 210(c) of the Supplement.

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Section 9.12            Confidentiality.

(a)            Each of the Deal Agents, the Purchasers, the CP Purchasers, and the Issuer shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other Series 2011-1 Related Documents and the other confidential proprietary information with respect to the other parties hereto and the other parties to the Series 2011-1 Related Documents and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein (the “Confidential Information”), except that each such party and its officers, members and employees may disclose (x) the existence of this Agreement, but not the financial terms thereof and (y) any Confidential Information (i) to its external accountants, financial advisors, attorneys, and the agents of such Persons, as well as any nationally recognized statistical rating organization (an “NRSRO”) to whom any part of the Confidential Information is required to be disclosed pursuant to the terms of the Exchange Act or any rules (including Rule 17g-5) and regulations promulgated thereunder (collectively, “Excepted Persons”), (ii) as required by an applicable law (including, without limitation, public reporting requirements applicable to CAI) or order of any judicial or administrative proceeding, and (iii) in any suit, action, proceeding or investigation (whether in law or in equity or pursuant to arbitration) involving this Agreement for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies or interests under or in connection with this Agreement (notice of which shall be given to the Issuer to the extent permitted under applicable law, rule or regulation) (in connection therewith, the Purchasers, the CP Purchasers and the Deal Agents agree, at the expense of the Issuer, to cooperate with the Issuer in seeking a protective order for such Confidential Information). Notwithstanding the foregoing, the following will not constitute Confidential Information subject to this Section 9.12(a): (i) information that was already known to or in possession of any of the Deal Agents, Purchasers, CP Purchasers or any of their respective Excepted Persons prior to its disclosure to such Deal Agent, Purchaser or CP Purchaser by the Issuer pursuant to this Agreement or in contemplation of entering into this Agreement or any of the Related Documents; (ii) information that is obtained by any of the Deal Agents, Purchasers, CP Purchasers or any of their respective Excepted Persons from a third party who is not known by such Deal Agent, Purchaser or CP Purchaser to be prohibited from disclosing the information to such Deal Agent, Purchaser or CP Purchaser by a contractual or legal obligation to the Company; (iii) information that is or becomes publicly available (other than as a result of disclosure by any of the Deal Agents, Purchasers, CP Purchasers or any of their respective Excepted Persons in violation of this Agreement); or (iv) information that is independently developed, discovered or arrived at by any of the Deal Agents, Purchasers, CP Purchasers or any of their respective Excepted Persons without reference to the confidential proprietary information which is the subject of this Section 9.12(a). Notwithstanding anything to the contrary contained herein, any of the Deal Agents, Purchasers, CP Purchasers and their respective affiliates may disclose confidential proprietary information, without notice to the Issuer, to any governmental agency, regulatory authority or self-regulatory authority (including without limitation, bank and securities examiners) having or claiming to have authority to regulate or oversee any aspect of the business of such Deal Agent, Purchaser or CP Purchaser or that of its affiliates in connection with the exercise of such authority or claimed authority. The confidentiality obligations set forth in this Section 9.12 are in addition to any other confidentiality agreements or other similar documents that are in place among any of the parties hereto and their Affiliates and are not intended to amend or supersede any such agreements.

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(b)            Anything herein to the contrary notwithstanding but without limiting the circumstances in which Confidential Information may be disclosed pursuant to the foregoing paragraph, the Issuer hereby consents to the disclosure of any Confidential Information with respect to it (i) to any Deal Agent, Purchaser or CP Purchaser by each other, (ii) by any Deal Agent, Purchaser or CP Purchaser to any prospective or actual assignee or participant of any of them, or (iii) by any Deal Agent, Purchaser or CP Purchaser to any Rating Agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to a Purchaser or CP Purchaser and to any officers, directors, employees, outside accountants, financial advisors and attorneys of any of the foregoing, provided that such disclosure will not cause the offering of the Notes to be required to be registered under the Act and each such Person is informed of the confidential nature of such information. In addition, the Deal Agents, Purchasers and CP Purchasers may disclose any such Confidential Information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority (including without limitation, bank and securities examiners) or proceedings (whether or not having the force or effect of law) (in connection therewith, the Deal Agents, Purchasers and CP Purchasers agree, to the extent legally permitted and commercially practicable to notify the Issuer prior to any such disclosure made in connection with any private civil proceedings so that the Issuer may seek, at its sole expense, a protective order for such Confidential Information).

(c)            Notwithstanding anything contained in this Agreement or in any other document, agreement or understanding relating to the transactions contemplated by this Agreement and the Series 2011-1 Related Documents, each party (and each employee, representative, or other agent of such party) is authorized to disclose to any and all persons, beginning immediately upon commencement of discussions regarding the transactions contemplated by this Agreement, and without limitation of any kind, the U.S. federal, state or local tax treatment and tax structure of such transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to such party (or any employee, representative, or other agent of such party) to the extent related to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties hereto, their respective Affiliates, and their respective Affiliates’ directors and employees to comply with applicable securities laws. For purposes of this authorization, the “tax treatment” of a transaction means the purported or claimed tax treatment of the transaction, and the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed tax treatment of the transaction contemplated by the Series 2011-1 Related Documents. None of the parties to the transactions contemplated by this Agreement provides U.S. tax advice, and each party should consult its own advisors regarding its participation in the transactions contemplated by this Agreement.

Section 9.13            Counterparts.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts (including by facsimile), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings other than any Fee Letter.

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Section 9.14            Duties of Structuring and Placement Agent.

The Person appointed as the Structuring and Placement Agent shall have no incremental duties or responsibilities beyond those of a Purchaser hereunder.

Section 9.15            Permitted Pledge.

Notwithstanding any other provision of this Agreement, any Series 2011-1 Noteholder may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, its Series 2011-1 Note and its Series 2011-1 Note Commitment and all rights to payment of interest and repayment thereunder) under this Agreement and the other Related Documents to secure obligations of such 2011-1 Noteholder to a Federal Reserve Bank, the U.S. Treasury or the Federal Deposit Insurance Corporation, without notice to or consent of the Issuer or any other Person; provided, however, that no such pledge or grant of a security interest shall release any Series 2011-1 Noteholder from any of its obligations hereunder or substitute any such pledgee or grantee for such Series 2011-1 Noteholder as a party hereto.

[Signatures Follow]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

CAL FUNDING I LIMITED,

as Issuer

By:

Name:

Title:

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Attention: Secretary

Telephone: (441) 295-5950

Telefax: (441) 292-4720

with a copy to:

CAI International, Inc.

1 Market Plaza, Suite 900

San Francisco, CA 94105

Attention: CEO and CFO

Telephone: (415) 788-0100

Telefax: (415) 788-3430

Series 2011-1 Note Purchase Agreement

CONTAINER APPLICATIONS LIMITED,

as Seller and Manager

By:

Name:

Title:

Corporate Center, Suite 102

Bush Hill, Bay Street

St. Michael,

Barbados, West Indies

Attention: CEO and CFO

Telephone: (246) 430-5310

Fax: (246) 430-5312

with a copy to:

CAI International, Inc.

1 Market Plaza, Suite 900

San Francisco, CA 94105

Attention: CEO and CFO

Telephone: (415) 788-0100

Fax: (415) 788-3430

Series 2011-1 Note Purchase Agreement

BANK OF AMERICA, NATIONAL ASSOCIATION,

as a Purchaser and as a Deal Agent

Series 2011-1 Note Commitment:      $100,000,000

By:

Name:

Title:

Bank of America, National Association

NC1-027-21-01

214 North Tryon Street, 21st Floor

Charlotte, NC 28255

STATE OF _______________________

COUNTY OF ____________________

On this ____day of ___________, 2011, before me, the undersigned notary public, personally appeared _________________________(name of document signer), proved to me through satisfactory evidence of identification, which were ________________________________, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that (he) (she) signed it voluntarily for its stated purpose as ________________________of BANK OF AMERICA, NATIONAL ASSOCIATION.

______________________________________

(official signature and seal of notary)

My commission expires: _________________

Series 2011-1 Note Purchase Agreement

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED,

as Structuring and Placement Agent

By:

Name:

Title:

STATE OF _______________________

COUNTY OF ____________________

On this ____day of ___________, 2011, before me, the undersigned notary public, personally appeared _________________________(name of document signer), proved to me through satisfactory evidence of identification, which were ________________________________, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that (he) (she) signed it voluntarily for its stated purpose as ________________________of MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED.

______________________________________

(official signature and seal of notary)

My commission expires: _________________

Series 2011-1 Note Purchase Agreement

BANK OF AMERICA, NATIONAL ASSOCIATION

as Administrative Agent

By:

Name:

Title:

STATE OF _______________________

COUNTY OF ____________________

On this ____day of ___________, 2011, before me, the undersigned notary public, personally appeared _________________________(name of document signer), proved to me through satisfactory evidence of identification, which were ________________________________, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that (he) (she) signed it voluntarily for its stated purpose as ________________________of BANK OF AMERICA, NATIONAL ASSOCIATION.

______________________________________

(official signature and seal of notary)

My commission expires: _________________

Series 2011-1 Note Purchase Agreement

SCHEDULE I

CONDITIONS PRECEDENT TO INITIAL PURCHASE

As required by Section 3.1 of this Agreement, each of the following items must be delivered to each Deal Agent prior to the date of the initial Purchase:

a)             The Series 2011-1 Notes shall have been duly authorized, executed and delivered by the Issuer and authenticated by the Indenture Trustee;

b)             A copy of this Agreement, duly executed by the Issuer and all other parties thereto;

c)             A copy of the Performance Guaranty, duly executed by CAI;

d)             An officer’s certificate of a responsible officer of the Issuer dated the Closing Date, certifying (i) the names and true signatures of its incumbent officers authorized to sign this Agreement and the other documents to be delivered by it hereunder (on which certificate the Deal Agents and the Purchasers may conclusively rely until such time as the Deal Agents shall receive from the Issuer, a revised certificate meeting the requirements of this paragraph (c)), (ii) that copies of its charter documents attached thereto are complete and correct copies and that such charter documents have not been amended, modified or supplemented and are in full force and effect, (iii) that the copy of its bye-laws attached thereto is a complete and correct copy and that such bye-laws have not been amended, modified or supplemented and are in full force and effect and (iv) the resolutions of its board of directors approving and authorizing the execution, delivery and performance by it of this Agreement and the documents related hereto and thereto;

e)             A compliance certificate for the Issuer issued by the Registrar of Companies in Bermuda;

f)              Full and complete copies of the Indenture, and all other Series 2011-1 Related Documents (other than this Agreement), in form and substance satisfactory to each Deal Agent, each duly executed and delivered by each party thereto;

g)             Copies of all certificates and opinions of counsel (including reliance letters with respect to legal opinions previously delivered) delivered pursuant to or in connection with the execution and delivery of the Series 2011-1 Related Documents, which shall be in form and content satisfactory to and each addressed to each Deal Agent for the benefit of the Purchasers;

h)             An officer’s certificate of a responsible officer of the Issuer to the effect that each of the conditions to the initial Purchase hereunder and to the authentication of the Series 2011-1 Note to be delivered on the initial Purchase Date has been satisfied;

i)              An opinion of counsel to the Indenture Trustee as to the due organization of the Indenture Trustee, the enforceability of the Indenture and as to such other matters as each Deal Agent may reasonably request; and

I-1

j)              All fees and expenses required by this Agreement, the Fee Letter and the other documents to be delivered hereunder or in connection herewith to be paid on or before the date of the initial Purchase.

I-2

SCHEDULE II

PURCHASE LIMITS

PURCHASER	PURCHASE LIMIT
Bank of America, National Association	$100,000,000

II-1

SCHEDULE III

CP PURCHASER

PURCHASER	CP PURCHASER
Bank of America, National Association	None

III-1

EXHIBIT A

FORM OF COMPLIANCE CERTIFICATE AND

FUNDING NOTICE

I, _______________________________, _______________ of CAL Funding I Limited (the “Issuer”), hereby certify that, with respect to that certain Series 2011-1 Note Purchase Agreement, dated as of September 9, 2011 (the “Note Purchase Agreement”; all defined terms in the Note Purchase Agreement are incorporated herein by reference):

(i)             The Issuer hereby requests that a Series 2011-1 Advance be made in accordance with the following terms:

(a)            The Series 2011-1 Advance shall be in an amount equal to _______________.1

(b)            The date of such Series 2011-1 Advance shall be __________________.2

(ii)            The representations and warranties contained in Section 4.1 of the Note Purchase Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of such representations and warranties expressly relates to an earlier date.

(iii)           Except as described below, no event has occurred and is continuing, or would result from any Series 2011-1 Advance occurring on the date hereof, which constitutes an Event of Default, an Early Amortization Event or a Manager Default.

(iv)           As of the date hereof, the aggregate principal amount of the Notes (after giving effect to the Series 2011-1 Advance requested hereby) does not exceed the lesser of (x) the Purchase Limit, or (y) the Asset Base. For purposes hereof, Purchase Limit and Asset Base have been re-calculated by the Issuer based upon amounts and Pro Rata as of the date hereof (after giving effect to the Purchase requested hereby).

(v)            On and as of such day, the Issuer has each performed in all material respects all of the agreements contained in the Note Purchase Agreement and the other Series 2011-1 Related Documents to which it is a party to be performed by such Person at or prior to such day.

_______________________ 

1           The initial Series 2011-1 Advance shall be in an amount not less than $40,000,000.  Each subsequent Series 2011-1 Advance by any Series 2011-1 Noteholder shall be in a minimum amount equal to the least of $250,000, the applicable Series 2011-1 Noteholder’s then unused Series 2011-1 Note Commitment, and the applicable Series 2011-1 Noteholder’s ratable share of Availability.

2           Notice must be delivered no later than 5:00 p.m. (New York City time) on the third (3rd) preceding Business Day.

A-1

This is the ___ day of ______________, _____.

CAL FUNDING I LIMITED

By:

Name:

Title:

A-2

EXHIBIT B

FORM OF RELATED GROUP

ADDITION NOTICE

Each of the undersigned hereby agrees to be bound by the terms of the Series 2011-1 Note Purchase Agreement referred to below as fully as if it were a signatory thereto.

Dated:

PURCHASER:	[ ]
	Series 2011-1 Note Commitment: $
	By:
		Name:
		Title:
	[Address]
	Attention:
	Facsimile Number:
	Telephone Number:
THE CP PURCHASER:	[ ]
	By:
		Name:
		Title:
	[Address]
	Attention:
	Facsimile Number:
	Telephone Number:
THE DEAL AGENT:	[ ]
	By:
		Name:
		Title:
	[Address]
	Attention:
	Facsimile Number:
	Telephone Number:

B-1

CONSENTED TO:

CAL FUNDING I LIMITED

By:

Name:

Title:

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Series 2011-1 Note Purchase Agreement, dated as of September 9, 2011, by and among CAL Funding I Limited, the Deal Agents named therein, and Bank of America, National Association, as purchaser, and the other parties thereto (as such agreement may be amended, restated, replaced or otherwise modified from time to time).

B-2

EXHIBIT C

FORM OF ASSIGNMENT AND ACCEPTANCE

Reference is made to the Series 2011-1 Note Purchase Agreement, dated as of September 9, 2011, by and among CAL Funding I Limited, the Deal Agents named therein, and Bank of America, National Association, as purchaser, and the other parties thereto (as such agreement may be amended, restated, replaced or otherwise modified from time to time, the “Agreement”). Terms defined in the Agreement or the Indenture referred to therein are used herein with the same meaning.

________________________________________(the “Assignor”) and_____

_______________________________________(the “Assignee”) agree as follows:

1.             The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor’s rights and obligations under the Agreement as of the date hereof which represents the Pro Rata interest specified in Section 1 of Annex 1 of all outstanding rights and obligations of the Assignor under the Agreement, [including, without limitation, such interest in the Assignor’s Series 2011-1 Note Commitment]. After giving effect to such sale and assignment, the Assignee’s [and the Assignor’s Series 2011-1 Note Commitments] will be as set forth in Section 2 of Annex 1.

2.             The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation of warranty and assumes no responsibility with respect to any statements, warranties or representation made in or in connection with the Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of its related CP Purchasers or the performance or observance by its related CP Purchasers of any of their obligations under the Agreement or any other instrument or document furnished pursuant thereto; and (iv) confirms that the Assignor is not a Defaulting Noteholder.

3.             The Assignee (i) confirms that it has received a copy of the Agreement, together with copies of such financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the related Deal Agent or the Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking action under the Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints [__________] as its Deal Agent and authorizes the Deal Agent to take such action as agent on its behalf and to exercise such powers under the Agreement as are delegated to such Deal Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it; and (vi) as of the Transfer Date described below, makes each of the representations and warranties contained in Section 4.2 of the Agreement. The Assignee also covenants with each of its related Deal Agent, the Issuer and the Manager that the Assignee will not make a public offering of the interest being assigned to and accepted by it hereby, and will not reoffer or resell such interest, in a manner that would render the issuance and sale of such interest, whether considered together with the resale or otherwise, a violation of the Securities Act of 1933, as amended, or any state securities or “Blue Sky” laws or required registration pursuant thereto.

C-1

4.             Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the [__________] Deal Agent for acceptance and for recording by such Deal Agent. The Closing Date of this Assignment and Acceptance (the “Transfer Date”) shall be the later of the date of acceptance thereof by such Deal Agent, unless a later date is specified in Section 3 of Annex 1.

5.             Upon such acceptance by the [__________] Deal Agent and upon such recording by such Deal Agent, as of the Transfer Date, (i) the Assignee shall be a party to the Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligation of a Purchaser thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligation under the Agreement.

6.             Upon such acceptance by the [__________] Deal Agent and upon such recording by such Deal Agent, from and after the Transfer Date, the [__________] Deal Agent shall make, or cause to be made, all payments under the Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fee with respect thereto) to the Assignee. The Assignor and the Assignee shall make all appropriate adjustments in payment under the Agreement for periods prior to the Transfer Date directly between themselves.

7.             THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND 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 LAW, BUT OTHERWISE WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS.

(signatures to commence on the following page)

C-2

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[ASSIGNOR]
By:
	Name:
	Title:
Address for notices
[Address]
[ASSIGNEE]
By:
	Name:
	Title:
Address for notices
[Address]

Acknowledged and accepted

this ____ day of _________, _____

[______________________]

as [_______________] Deal Agent

By:
	Name:
	Title:

[Additional Signature Page to follow]

Acknowledged and accepted

this ____ day of _____, __

CAL FUNDING I LIMITED, as Issuer

By:
	Name:
	Title:

C-3

Annex 1 to Assignment and Acceptance

Dated __________________, ____

Section 1.

Percent Interest:

Section 2.

[Assignee’s Series 2011-1 Note Commitment:            $]

[Assignor’s Series 2011-1 Note Commitment

(after giving effect to assignment):            $]

Section 3.

Transfer Date:

C-4

EX-99.2

Exhibit 99.2

EXECUTION VERSION

CAL FUNDING I LIMITED

Issuer

And

WELLS FARGO BANK, NATIONAL ASSOCIATION

Indenture Trustee

______________________________

SERIES 2011-1 SUPPLEMENT

Dated as of September 9, 2011

to

INDENTURE

Dated as of September 9, 2011

______________________________

SERIES 2011-1 WAREHOUSE NOTES

TABLE OF CONTENTS

		Page
ARTICLE I Definitions; Calculation Guidelines		1
Section 101.	Definitions	1
ARTICLE II Creation of the Series 2011-1 Notes		11
Section 201.	Designation	11
Section 201A	Authentication and Delivery.	12
Section 202.	Interest Payments on the Series 2011-1 Notes	13
Section 203.	Principal Payments on the Series 2011-1 Notes; Prepayment of Principal on the Series 2011-1 Notes	14
Section 204.	Amounts and Terms of Series 2011-1 Noteholder Commitments; Payments	15
Section 205.	Taxes	16
Section 206.	Inability to Determine LIBOR Rate	19
Section 207.	Illegality	20
Section 208.	Indemnity; Setoff	20
Section 209.	Defaulting Noteholders	21
ARTICLE III Series 2011-1 Series Account and Allocation and Application of Amounts Therein		22
Section 301.	Series 2011-1 Series Account	22
Section 302.	Drawing Funds from the Restricted Cash Account	22
Section 303.	Distribution from Series 2011-1 Series Account	23
ARTICLE IV Additional Covenants and Agreements; Additional Early Amortization Event; Modification of Indenture		25
Section 401.	Rule 144A	25
Section 402.	Depreciation Policy	25
Section 403.	Perfection Requirements	26
Section 404.	United States Federal Income Tax Election	26
Section 405.	OFAC Matters	26
Section 406.	Issuance of Additional Series	26
Section 407.	Increase in the Series 2011-1 Note Commitments	26
Section 408.	Consent of the Control Party	27
Section 409.	Issuance of First Series of Term Notes.	27
Section 410.	Notices to Interest Rate Hedge Provider.	27
Section 411.	Hedging Requirement.	27
Section 412.	Additional Early Amortization Event	28
Section 413.	Revision to Back-up Manager Event	28
Section 414.	Equipment and Lease Report	28
ARTICLE V Conditions of Effectiveness and Future Lending		29
Section 501.	Effectiveness of Supplement	29
Section 502.	Subsequent Advances on Series 2011-1 Notes	30

- i -

ARTICLE VI Representations and Warranties		31
Section 601.	Existence	31
Section 602.	Authorization	31
Section 603.	No Conflict, Legal Compliance	31
Section 604.	Validity and Binding Effect	32
Section 605.	Financial Statements	32
Section 606.	Executive Offices	32
Section 607.	No Agreements or Contracts	32
Section 608.	Consents and Approvals	32
Section 609.	Margin Regulations	32
Section 610.	Taxes	33
Section 611.	Other Regulations	33
Section 612.	Solvency and Separateness	33
Section 613.	Survival of Representations and Warranties	34
Section 614.	No Default	34
Section 615.	Litigation and Contingent Liabilities	34
Section 616.	Subsidiaries	34
Section 617.	No Partnership	34
Section 618.	Pension and Welfare Plans	34
Section 619.	Ownership of Issuer	35
Section 620.	Use of Proceeds	35
Section 621.	Security Interest Representations	35
ARTICLE VII Miscellaneous Provisions		37
Section 701.	Ratification of Indenture	37
Section 702.	Counterparts	37
Section 703.	Governing Law	37
Section 704.	Notices	37
Section 705.	Amendments and Modifications	38
Section 706.	Consent to Jurisdiction	38
Section 707.	Waiver of Jury Trial	39
EXHIBITS
EXHIBIT A	Form of Series 2011-1 Note
EXHIBIT B	Interest Rate Hedging Policy
EXHIBIT C	Form of Equipment and Lease Report
SCHEDULES
Schedule 1 - Minimum Targeted Principal Balance Percentage
Schedule 2 - Scheduled Targeted Principal Balance Percentage

- ii -

SERIES 2011-1 SUPPLEMENT, dated as of September 9, 2011 (as amended, modified and supplemented from time to time in accordance with the terms hereof, this “Supplement”), between CAL FUNDING I LIMITED, an exempted company with limited liability incorporated and existing 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 Indenture, dated as of September 9, 2011 (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 2011-1”) 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.  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.

“Additional Principal Payment Amount” shall have the meaning set forth in Section 203(a) hereof.

“Advance Rate” shall mean one of the following:

(A)           during the period commencing on the Closing Date and ending on the earlier to occur of (x) the termination of the Hedging Requirement Grace Period or (y) the date on which the Issuer has issued its initial Series of Term Notes having an initial principal balance of not less than One Hundred Million ($100,000,000) and rated “A” or better by a NSRO, eighty percent (80%) if the most recent Manager Report indicates that the Issuer is in compliance with the Minimum Hedging Percentage;

(B)            the lesser of (I) eighty percent (80%) and (II) if the Issuer has issued its initial Series of Term Notes having an initial principal balance of not less than One Hundred Million ($100,000,000) and rated “A” or better by a NSRO, the higher of seventy-six percent (76%) and the advance rate of such Series of Term Notes; or

(C)            seventy-six percent (76%) with respect to all times not covered in clauses (A) or (B).

“Aggregate Series 2011-1 Note Principal Balance” means, as of any date of determination, an amount equal to the sum of the then Series 2011-1 Note Principal Balances of all Series 2011-1 Notes then Outstanding.

“Alternative Rate” means on any day for any Series 2011-1 Advance allocated to an Interest Accrual Period, an interest rate per annum equal to the Base Rate if, on or before the first day of such Interest Accrual Period, a Series 2011-1 Noteholder (or an agent thereof) or its Deal Agent shall have notified the Issuer that a Eurodollar Disruption Event has occurred.

“Applicable Margin” shall mean, with respect to each Series 2011-1 Note, two and a half percent (2.50%) per annum.

“Availability” shall have the meaning set forth in the Series 2011-1 Note Purchase Agreement.

“Bank of America” means Bank of America, National Association.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate". The "prime rate" is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Breakage Costs” means any amount or amounts as shall compensate a Series 2011-1 Noteholder for any loss, cost or expense incurred by such Series 2011-1 Noteholder or a member of its Related Group in connection with funding obtained by it with respect to a Series 2011-1 Advance (as reasonably determined by the related Deal Agent in its sole discretion on behalf of such Series 2011-1 Noteholder) as a result of (i) the failure of the Issuer to accept funding of a Series 2011-1 Advance in accordance with a Funding Notice submitted by Issuer, or (ii) the failure of the Issuer to make a prepayment in accordance with the terms of any of the Indenture, this Supplement or the Series 2011-1 Note Purchase Agreement, or (iii) the Issuer making a payment of principal on a Series 2011-1 Note on a day other than a Payment Date.  Nothing contained herein shall obligate the Issuer to pay Breakage Costs with respect to any prepayment actually made by the Issuer on the last day of an Interest Accrual Period.

“Change in Law” means the occurrence, after the date of this Supplement, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Change of Control” means, with respect to CAI, an event or series of events by which:

- 2 -

(a)           any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have "beneficial ownership" of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an "option right")), directly or indirectly, of 30% or more of the equity securities of CAI entitled to vote for members of the board of directors or equivalent governing body of CAI on a fully-diluted basis (and taking into account all such securities that such "person" or "group" has the right to acquire pursuant to any option right);

(b)           during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of CAI cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(c)           any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of CAI, or control over the equity securities of CAI entitled to vote for members of the board of directors or equivalent governing body of CAI on a fully-diluted basis (and taking into account all such securities that such Person or Persons have the right to acquire pursuant to any option right) representing 30% or more of the combined voting power of such securities.

“Closing Date” shall mean September 9, 2011.

“Consolidated Leverage Ratio” means as of any date of determination, the ratio of (a) Consolidated Funded Debt of CAI and its Subsidiaries as of such date to (b) Consolidated Tangible Net Worth as of such date.

“Control Party” means, with respect to Series 2011-1 Notes, the Majority of Holders of the Series 2011-1 Notes.

“Conversion Date” means the earlier to occur of (i) the date on which a Conversion Event occurs, and (ii) the date set forth in Section 2.5 of the Series 2011-1 Note Purchase Agreement, as such date in this clause (ii) may be extended from time to time in accordance with the terms, and subject to the conditions, of Section 2.5 of the Series 2011-1 Note Purchase Agreement.

- 3 -

“Conversion Event” means the earliest to occur of (i) the date on which an Early Amortization Event occurs, (ii) any Payment Date on which the then aggregate unpaid principal balance of any Series of Notes issued by the Issuer exceeds the Minimum Targeted Principal Balance of such Series (determined after giving effect to any Minimum Principal Payment Amount actually paid with respect to such Series on such Payment Date), (iii) the date on which the Consolidated Leverage Ratio of CAI and its Subsidiaries as of the last day of any fiscal quarter exceeds 4.25 to 1.00 (such limit to be amended from time to time by the Issuer and the Indenture Trustee (acting at the direction of the Majority of Holders of Series 2011-1 Notes) and (iv) the initial Funding Date under the Series 2011-1 Related Documents has not occurred by September 9, 2012.

“Default Interest” means, for any Payment Date, the incremental amount of interest payable on the Notes in accordance with Section 202(b) hereof.

“Defaulting Noteholder” means, subject to Section 209, any Series 2011-1 Noteholder that, as determined by Indenture Trustee, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Series 2011-1 Advances, within two (2) Business Days of the date required to be funded by it hereunder, or (b) has notified the Issuer or Indenture Trustee that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations under this Supplement or under other Series 2011-1 Related Documents generally in which it commits to extend credit (it being agreed that a failure or refusal by a Series 2011-1 Noteholder to honor funding requests as a result of a good faith dispute regarding the continuing obligation of such Series 2011-1 Noteholder to provide requested funds under such other agreement shall not serve as the basis for classification of such Series 2011-1 Noteholder as a Defaulting Noteholder).

“Dollars” and the sign “$” mean lawful money of the United States of America.

“Eligible Interest Rate Hedge Provider” shall mean, at the time of execution and delivery of the related Interest Rate Hedge Agreement, one of the following:

(1)           any bank or financial institution which has both (x) a long-term unsecured debt rating of at least “A-” or better from Standard & Poor’s (so long as any Outstanding Notes are rated by Standard & Poor’s) and “A3” or better from Moody’s (so long as any Outstanding Notes are rated by Moody’s) and (y) a short-term unsecured debt rating of “A-1” or better from Standard & Poor’s (so long as any Outstanding Notes are rated by Standard & Poor’s) and “P-1” or better from Moody’s (so long as any Outstanding Notes are rated by Moody’s); or

(2)           any bank or other financial institution which is otherwise acceptable to the Majority of Holders for Series 2011-1.

“Equipment and Lease Report” has the meaning set forth in Section 414 hereof.

“Eurodollar Disruption Event” has the meaning set forth in Section 207 hereof.

- 4 -

“Extension Period” means the period commencing on the Closing Date and ending on the earlier to occur of (i) September 9, 2012 and (ii) the date on which the Issuer issues the initial Series of the Term Notes pursuant to the Indenture.

“Federal Funds Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the applicable Series 2011-1 Noteholder or its Deal Agent.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any successor thereto.

“Fee Letter” means each fee letter, dated on or about the Closing Date, between the Issuer and each Deal Agent.

“Fixed Debt Percentage” means, as of any date of determination, a fraction (specified as a percentage) the numerator of which is equal to an amount equal to the sum of (i) the then unpaid principal balance of all Notes then Outstanding under the Indenture that bear interest at a fixed rate of interest, and (ii) the then unpaid principal balance of all Notes then Outstanding under the Indenture that bear interest at a floating rate of interest and have Interest Rate Hedge Agreements then in effect with an Eligible Interest Rate Hedge Provider, and the denominator of which is equal to the then Aggregate Principal Balance.

“Funding Date” means each Purchase Date, as defined in the Series 2011-1 Note Purchase Agreement.

“Hedging Requirement Grace Period” means the period commencing on the Closing Date and ending on the earliest to occur of (i) June 30, 2012, (ii) the date on which the five-year swap rate (as set forth in The Wall Street Journal) shall equal or exceed three and one quarter of one percent (3.25%) per annum, (iii) the date on which the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, for Dollar deposits with a term equivalent to one month, exceeds two percent (2.00%) and (iv) the first date after the initial Funding Date on which the Issuer complies with the Hedging Requirement.

“Increased Costs” means any amount owed to a Series 2011-1 Noteholder under Section 6.2 of the Series 2011-1 Note Purchase Agreement.

“Indemnified Party” shall have the meaning set forth in Section 205(a) hereof.

“Indemnified Taxes” shall have the meaning set forth in Section 205(b) hereof.

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“Interest Accrual Period” means the period commencing on, and including, a Payment Date and ending on but excluding the next succeeding Payment Date (or, with respect to the initial Interest Accrual Period, commencing on and including the initial Funding Date and ending on but excluding the day immediately preceding the initial Payment Date).

“Interest Rate Hedge Agreements” means an ISDA interest rate swap or cap agreement between the Issuer and the Interest Rate Hedge Provider named therein pursuant to which (i) the Issuer will receive payments from the Interest Rate Hedge Provider based on LIBOR and (ii) recourse by the Interest Rate Hedge Provider to the Issuer is limited to that portion of the Available Distribution Amount which pursuant to the terms of this Indenture is available for such payment.

“Interest Rate Hedge Provider” means any Person (other than the Issuer) that has entered into an Interest Rate Hedge Agreement with the Issuer until such Person is terminated or replaced under the related Interest Rte Hedge Agreement.

“LIBOR Rate” means for any Interest Accrual Period with respect to any Series 2011-1 Advance, an interest rate per annum determined by the Administrative Agent pursuant to the following formula:

LIBOR Rate =              Eurodollar Base Rate               

1.00 - Eurodollar Reserve Percentage

where:

“Eurodollar Base Rate” means for such Interest Accrual Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Accrual Period, for Dollar deposits (for delivery on the first day of such Interest Accrual Period) with a term equivalent to such Interest Accrual Period. If such rate is not available at such time for any reason, then the “Eurodollar Base Rate” for such Interest Accrual Period shall be the rate per annum determined by the Indenture Trustee to be the rate at which deposits in Dollars for delivery on the first day of such Interest Accrual Period in same day funds in the approximate amount of the Series 2011-1 Advance being made, continued or converted by Bank of America and with a term equivalent to such Interest Accrual Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Accrual Period.

“Eurodollar Reserve Percentage” means for any day during any Interest Accrual Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Series 2011-1 Noteholder, under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “eurocurrency liabilities”). The LIBOR Rate for each outstanding Series 2011-1 Advance shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

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“Loan” means an extension of credit made by a Series 2011-1 Advance pursuant to Section 204 hereof.

“Long Term Lease” means a Lease, other than a Finance Lease, having an initial term of more than one year.

“Majority of Holders” means, with respect to the Series 2011-1 Notes as of any date of determination, one or more Series 2011-1 Noteholders representing more than fifty percent (50%) of the then aggregate Series 2011-1 Note Commitments of all Series 2011-1 Noteholders (or, if the Conversion Date has occurred, the then Aggregate Series 2011-1 Note Principal Balance); provided however, that the Series 2011-1 Note Commitments (or, if applicable, Series 2011-1 Note Principal Balance) of any Person classified as a Defaulting Noteholder on such date of determination shall be excluded for purposes of determining the Majority of Holders for Series 2011-1; provided, however, that the Indenture Trustee has actual knowledge, or has been given notice, of such Defaulting Noteholder.

“Manager Advance” shall have the meaning set forth in the Management Agreement.

“Manager Report” shall have the meaning set forth in the Management Agreement.

“Minimum Hedging Percentage” has the meaning set forth in Section 411(a) hereof.

“Minimum Principal Payment Amount” means, for the Series 2011-1 Notes on any Payment Date, one of the following:

(1) for any Payment Date occurring on or prior to the Conversion Date, zero;

(2) for any Payment Date following the Conversion Date, the excess, if any, of (x) the Aggregate Series 2011-1 Note Principal Balance, over (y) the Minimum Targeted Principal Balance for the Series 2011-1 Notes for such Payment Date.

“Minimum Targeted Principal Balance” means for the Series 2011-1 Notes for each Payment Date subsequent to the Conversion Date, an amount equal to the product of (x) the Aggregate Series 2011-1 Note Principal Balance on the Conversion Date and (y) the percentage set forth opposite such Payment Date (based on the number of months that have elapsed since the Conversion Date; it being agreed that if the Conversion Date does not occur on a Payment Date, the number of months calculated shall commence with the Payment Date immediately following the Conversion Date) on Schedule 1 hereto under the column entitled “Minimum Targeted Principal Balance”.

“Note” means any Series 2011-1 Note.

“NSRO” means a nationally recognized statistical rating organization, as defined in the Securities Act and the rules issued thereunder.

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“Other Taxes” shall have the meaning set forth in Section 205(c) hereof.

“Overdue Rate” means an interest rate per annum equal to the sum of (i) the interest rate otherwise in effect hereunder plus (ii) two percent (2%).

“Payment Date” shall have the meaning set forth in Section 201(b) hereof.

“Permitted Interest Withdrawal” shall have the meaning set forth in Section 302(a) hereof.

“Permitted Payment Date Withdrawal” means, with respect to Series 2011-1, either or both of the Permitted Interest Withdrawal and/or the Permitted Principal Withdrawal.

“Permitted Principal Withdrawal” shall have the meaning set forth in Section 302(b) hereof.

“Pro Rata” means in accordance with the Pro Rata Share of each Series 2011-1 Noteholder.

“Pro Rata Share” means, with respect to each Series 2011-1 Noteholder as of any date of determination, a ratio (expressed as a percentage) the numerator of which is equal to the Series 2011-1 Note Commitment (or, if the Conversion Date has occurred, the Series 2011-1 Note Principal Balance) of such Series 2011-1 Noteholder and the denominator of which is equal to the sum of the Series 2011-1 Note Commitments of all Series 2011-1 Noteholders (or, if the Conversion Date has occurred, the Aggregate Series 2011-1 Note Principal Balance).

“Purchaser” shall have the meaning set forth in the Series 2011-1 Note Purchase Agreement.

“Rating Agencies” means, for Series 2011-1, each of Moody’s and Standard & Poor’s.

“Real Estate” means, with respect to a Person, all real property at any time owned or leased (as lessee or sublessee) by such Person.

“Related Group Addition Notice” shall have the meaning set forth in the Series 2011-1 Note Purchase Agreement.

“Scheduled Principal Payment Amount” means, for the Series 2011-1 Notes for any Payment Date, one of the following:

(1) for any Payment Date occurring on or prior to the Conversion Date, zero (0); or

(2) for any Payment Date occurring after the Conversion Date and ending on the fourth (4th) anniversary of the Conversion Date, the excess, if any, of (x) the then Aggregate Series 2011-1 Note Principal Balance (determined after giving effect to any payment of the Minimum Principal Payment Amount for the Series 2011-1 Notes on such Payment Date), over (y) the Scheduled Targeted Principal Balance for the Series 2011-1 Notes for such Payment Date.

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“Scheduled Targeted Principal Balance” means, for the Series 2011-1 Notes for each Payment Date subsequent to the Conversion Date, an amount equal to the product of (x) the Aggregate Series 2011-1 Note Principal Balance on the Conversion Date and (y) the percentage set forth opposite such Payment Date (based on the number of months elapsed from the Conversion Date; it being agreed that if the Conversion Date does not occur on a Payment Date, the number of months calculation shall commence with the Payment Date immediately following the Conversion Date) on Schedule 2 hereto under the column entitled “Scheduled Targeted Principal Balance”.

“Security Entitlement”  means, any “security entitlement” as defined in Section 8-102(a)(17) of the UCC, arising out of or in any way related to the Managed Containers.

“Series 2011-1” means the Series of Notes the terms of which are specified in this Supplement.

“Series 2011-1 Advance” means any advance of funds made by, or on behalf of, a Series 2011-1 Noteholder pursuant to Section 204(b) hereof.

“Series 2011-1 Legal Final Payment Date” means, with respect to the Series 2011-1 Notes, the Payment Date immediately succeeding the date which is the eighth (8th) anniversary of the Conversion Date.

“Series 2011-1 Note” means any of the CAL Funding I Limited Floating Rate Warehouse Asset-Backed Notes, Series 2011-1, issued pursuant to the terms hereof, substantially in the form of Exhibit A hereto, and shall include any and all replacements or substitutions of such notes.

“Series 2011-1 Note Commitment” means, for each Series 2011-1 Noteholder (excluding, however, any Series 2011-1 Noteholder which is a CP Purchaser), the commitment of such Series 2011-1 Noteholder to fund Series 2011-1 Advances in an aggregate amount outstanding at any point in time not to exceed the amount set forth opposite such Series 2011-1 Noteholder name on Schedule II of the Series 2011-1 Note Purchase Agreement, as such amount may be modified in accordance with the terms thereof, and as such amount shall be automatically updated upon recordation by the Note Registrar in accordance with the terms thereof of any Assignment and Acceptance or Related Group Addition Notice.  After the Conversion Date, the Series 2011-1 Note Commitment for each Series 2011-1 Noteholder shall be equal to the then Series 2011-1 Note Principal Balance of the Series 2011-1 Note owned by such Series 2011-1 Noteholder.

“Series 2011-1 Note Interest Payment” means, with respect to the Series 2011-1 Notes, for each Payment Date, an amount equal to the sum, for each Series 2011-1 Advance outstanding for each day during the related Interest Accrual Period, of the product of (i) if the Alternative Rate shall then be in effect, (A) the principal amount of such Series 2011-1 Advance, (B) an interest rate equal to the sum of (x) the Base Rate in effect and (y) the Applicable Margin, and (C) 1/365 or 1/366, as applicable, or (ii) if clause (i) above shall not apply, (A) the principal amount of such Series 2011-1 Advance, (B) an interest rate equal to the sum of (x) the LIBOR Rate for such Interest Accrual Period and (y) the Applicable Margin, and (C) 1/360.

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“Series 2011-1 Note Principal Balance” means, with respect to any Series 2011-1 Note as of any date of determination, an amount equal to the excess of (x) all Series 2011-1 Advances made by or on behalf of the related Series 2011-1 Noteholder on or subsequent to the Closing Date, over (y) the cumulative amount of all Minimum Principal Payment Amounts, Scheduled Principal Payment Amounts, Supplemental Principal Payment Amounts, Additional Principal Payment Amounts and any other Prepayments actually paid to the related Series 2011-1 Noteholder subsequent to the Closing Date.

“Series 2011-1 Note Purchase Agreement” means the Series 2011-1 Note Purchase Agreement, dated as of September 9, 2011, among the Issuer, the Purchasers, the Manager, the Deal Agents named therein, and the Administrative Agent pursuant to which document the Purchasers agreed to purchase the Series 2011-1 Notes and make Series 2011-1 Advances, as amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Series 2011-1 Noteholder” means, at any time of determination for the Series 2011-1 Notes, any Person in whose name a Series 2011-1 Note is registered in the Note Register.

“Series 2011-1 Related Documents” means any and all of the Indenture, this Supplement, the Series 2011-1 Notes, the Management Agreement, the Contribution and Sale Agreement, the Series 2011-1 Note Purchase Agreement, the Performance Guaranty, the Manager Transfer Facilitator Agreement, each Interest Rate Hedge Agreement (upon execution thereof), the Intercreditor Collateral Agreement, each Fee Letter and any and all other agreements, documents and instruments executed and delivered by or on behalf or support of the Issuer with respect to the issuance and sale of the Series 2011-1 Notes, as any of the foregoing may from time to time be amended, modified, supplemented or renewed.

“Series 2011-1 Series Account” means the account established by the Issuer with the Indenture Trustee into which funds are deposited from the Trust Account pursuant to Section 303 of the Indenture.

“Series 2011-1 Targeted Repayment Date” means the first Payment Date immediately following the date that is the fourth (4th) anniversary of the Conversion Date.

“Step Up Warehouse Fee” means, for the Series 2011-1 Notes, for each Payment Date, an amount equal to the sum, for each Series 2011-1 Advance outstanding for each day during the related Interest Accrual Period, of the product of (A) the principal amount of such Series 2011-1 Advance, (B) the Step Up Warehouse Fee Percentage, and (C) 1/360.

“Step Up Warehouse Fee Percentage” mean, with respect to the Series 2011-1 Notes, an amount equal to (A) prior to the Conversion Date, zero, (B) on and after the Conversion Date until the fourth (4th) anniversary of such Conversion Date, two percent (2.00)% per annum, and (C) at all times not covered by clause (A) or (B), three and one quarter of one percent (3.25%) per annum.

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“Supplemental Principal Payment Amount” means the amount of any Prepayment made in accordance with the provisions of Section 702(a) of the Indenture that is allocated to the Series 2011-1 Notes in accordance with each provision of the Indenture.

“Taxes” shall have the meaning set forth in Section 205(a) hereof.

“Unused Commitment” means, with respect to each Series 2011-1 Noteholder as of any date of determination, the excess of (i) the Series 2011-1 Note Commitment then in effect for such Series 2011-1 Noteholder, over (ii) the Series 2011-1 Note Principal Balance of the Series 2011-1 Note owned by such Series 2011-1 Noteholder as of such date of determination, measured after giving effect to all Series 2011-1 Advances made and all principal payments to be received by such Series 2011-1 Noteholder on such date of determination.

“Unused Fee” shall have the meaning set forth in Section 204(c) hereof.

“Unused Fee Percentage” means (i) in the case that the aggregate unpaid principal balance of the Series 2011-1 Notes is greater than 50% of the Series 2011-1 Note Commitment, 0.50%, and (ii) in the case that the aggregate unpaid principal balance of the Series 2011-1 Notes is less than or equal to 50% of the Series 2011-1 Note Commitment, 0.75%.

“Upfront Fee” means, with respect to each Series 2011-1 Noteholder as of any date of determination, an amount equal to the product of (i) one percent (1%) and (ii) the Series 2011-1 Note Commitment then in effect for such Series 2011-1 Noteholder.

(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 2011-1 Note Purchase Agreement.

ARTICLE II

Creation of the Series 2011-1 Notes

Section 201.           Designation.

(a)           There is hereby created a Series of revolving Notes to be issued in one Class pursuant to the Indenture and this Supplement to be known respectively as “CAL Funding I Limited Floating Rate Warehouse Asset-Backed Notes, Series 2011-1.”  The Series 2011-1 Notes will be issued in the initial maximum principal balance of One Hundred Million Dollars ($100,000,000) and will not have priority over any other Series, except to the extent set forth in the Supplement for such other Series. The maximum aggregate principal balance of the Series 2011-1 Notes may be increased to Two Hundred Million Dollars ($200,000,000) in accordance with Section 2.3 of the Series 2011-1 Note Purchase Agreement.

(b)           The Payment Date with respect to the Series 2011-1 Notes shall be the twentieth (20th) calendar day of each month (or, if such day is not a Business Day, the immediately following Business Day), commencing October 20, 2011.

(c)            Payments of principal on the Series 2011-1 Notes shall be payable from funds on deposit in the Series 2011-1 Series Account or otherwise at the times and in the amounts set forth in Article III of the Indenture and Article III hereof.

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(d)           Each Series 2011-1 Note is classified as a “Warehouse Note”, as such term is used in the Indenture.  A Step Up Warehouse Fee will be payable on the Series 2011-1 Notes commencing on the Conversion Date.

(e)           All of the Early Amortization Events set forth in Article XII of the Indenture are applicable to Series 2011-1.  In addition, Series 2011-1 shall also be subject to the additional Early Amortization Events set forth in Section 412 hereof.  All of the Events of Default set forth in Article VIII of the Indenture are applicable to Series 2011-1.

(f)            The Series 2011-1 Notes have not been rated by any Rating Agency as of the Closing Date. Accordingly, any provision of the Series 2011-1 Related Documents requiring notification of, or providing notices to, the Rating Agencies shall not be applicable to the Series 2011-1 Notes until such time (if any) a Rating Agency has assigned a rating to the Series 2011-1 Notes.

(g)           The Series 2011-1 Note Legal Final Payment Date shall constitute the Expected Final Payment Date for the purposes of this Supplement and the Series 2011-1 Notes.

(h)           For purposes of Section 801 of the Indenture, the Series 2011-1 Note Interest Payment will be due and payable on each Payment Date, and the then Aggregate Series 2011-1 Note Principal Balance will be due and payable on the Series 2011-1 Legal Final Payment Date.

(i)             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 hereof shall govern.

(j)             The cure or waiver of an Early Amortization Event will not result in the restoration of the Series 2011-1 Note Commitment of any Series 2011-1 Noteholder without the prior written consent of such Series 2011-1 Noteholder.

(k)            During the Extension Period, the maximum concentration for a single lessee set forth in clause (xv) of the definition of “Eligible Container” shall, solely for purposes of Series 2011-1, be amended to read as follows:

“The sum of the Net Book Values of all Eligible Containers that are on Lease to (i) Mitsui OSK Lines shall not exceed twenty-five percent (25%) of the aggregate Series 2011-1 Note Commitments, (ii) CMA CGM shall not exceed twenty-five percent (25%) of the aggregate Series 2011-1 Note Commitments, (iii) Mediterranean Shipping Company S.A. shall not exceed twenty-five percent (25%) of the aggregate Series 2011-1 Note Commitments or (iv) Compania Sud Americana de Vapores, shall not exceed twenty-five percent (25%) of an amount equal to the aggregate Series 2011-1 Note Commitments of all  Series 2011-1 Noteholders.”

Section 201A        Authentication and Delivery.

(a)           Execution and Delivery. On the Closing Date, the Issuer shall sign, and shall direct the Indenture Trustee in writing pursuant to Section 204 of the Indenture to duly authenticate, and the Indenture Trustee, upon receiving such direction, shall (i) authenticate (by manual signature, including by separate counterparts) the Series 2011-1 Notes, subject to compliance with the conditions precedent set forth in Section 501 hereof and the Series 2011-1 Note Purchase Agreement, in accordance with such written directions and (ii) subject to compliance with the conditions precedent set forth in Section 501 hereof and the Series 2011-1 Note Purchase Agreement, deliver such Series 2011-1 Notes to the Series 2011-1 Noteholders in accordance with such written directions.

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(b)           Definitive Note. In accordance with Section 202 of the Indenture, the Series 2011-1 Notes shall be represented by one or more Definitive Notes.

(c)           Original or Facsimile. The Series 2011-1 Notes shall be executed by manual signature on behalf of the Issuer by any officer of the Issuer and shall be substantially in the form of Exhibit A hereto.

(d)           Minimum Denominations. The Series 2011-1 Notes shall be issued in minimum denominations of $250,000 and in integral multiples of $250,000 in excess thereof.

(e)           Transfer Restrictions.  Notwithstanding the provisions of Section 205 of the Indenture, any Series 2011-1 Noteholder may pledge its Series 2011-1 Note in accordance with the provisions of Section 9.15 of the Series 2011-1 Note Purchase Agreement.

Section 202.           Interest Payments on the Series 2011-1 Notes.

(a)           Interest on Series 2011-1 Notes.  Interest will be payable on the Series 2011-1 Notes on each Payment Date in an amount equal to the Series 2011-1 Note Interest Payment.  Such interest shall be payable on each Payment Date from amounts on deposit in the Series 2011-1 Series Account in accordance with Section 302 of the Indenture and Section 303 hereof.

(b)           Interest on Overdue Amounts.  If the Issuer shall default in the payment of (i) the Series 2011-1 Note Principal Balance of any Series 2011-1 Note on the Series 2011-1 Legal Final Payment Date, or (ii) the Series 2011-1 Note Interest Payment on any Series 2011-1 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, from the due date of such payment 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 hereof.

(c)           Maximum Interest Rate.  In no event shall the interest charged with respect to a Series 2011-1 Note exceed the maximum amount permitted by Applicable Law.  If at any time the interest rate charged with respect to the Series 2011-1 Notes exceeds the maximum rate permitted by Applicable Law, the rate of interest to accrue pursuant to this Supplement and such Series 2011-1 Note shall be limited to the maximum rate permitted by Applicable Law, but any subsequent reductions in the LIBOR Rate or Alternative Rate, as the case may be, shall not reduce the interest to accrue on such Series 2011-1 Note below the maximum amount permitted by Applicable Law until the total amount of interest accrued on such Series 2011-1 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 2011-1 Note under the foregoing provisions is less than the total amount of interest that would have accrued if the interest rate had at all times been in effect, the Issuer agrees to pay to the Series 2011-1 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 actually paid in accordance with the other provisions hereof.

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Section 203.           Principal Payments on the Series 2011-1 Notes; Prepayment of Principal on the Series 2011-1 Notes.

(a)           The principal balance of the Series 2011-1 Notes shall be payable on each Payment Date from amounts on deposit in the Series 2011-1 Series Account in an amount equal to (i) so long as no Early Amortization Event is continuing, the sum of the Minimum Principal Payment Amount, the Scheduled Principal Payment Amount and Supplemental Principal Payment Amount for such Payment Date, or (ii) if an Early Amortization Event is then continuing, the then Aggregate Series 2011-1 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 (4) of Part (II) of Section 303 hereof. In addition to such Minimum Principal Payment Amount, the Scheduled Principal Payment Amount and the Supplemental Principal Payment Amount, the principal balance of the Series 2011-1 Notes shall be payable on each Payment Date on which no Early Amortization Event is then continuing that occurs on or after the Series 2011-1 Targeted Repayment Date in an amount equal to a pro rata share of all Available Distribution Amounts remaining after all distributions set forth in clauses (1) through (12) inclusive of Part I Section 302(c) of the Indenture have been paid on such Payment Date, such pro rata share to be calculated after giving effect to amounts payable to the Series 2011-1 Noteholders on such Payment Date as a Step-Up Warehouse Fee, overdue interest or pursuant to Sections 205, 206, 207, 208 and 209 of this Supplement (each such additional payment of principal, an “Additional Principal Payment Amount”).  Such Additional Principal Payment Amount shall be payable from funds available for such purposes pursuant to clause (5) of Part (I) of Section 303 hereof.  The unpaid principal amount of each Series 2011-1 Note, together with all unpaid interest (including all Default Interest), fees, expenses, costs and other amounts payable by the Issuer to the Series 2011-1 Noteholders and the Indenture Trustee 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 2011-1 Notes have been accelerated in accordance with the provisions of Section 802 of the Indenture and (y) the Series 2011-1 Legal Final Payment Date.

(b)           The Issuer will have the option to prepay, without premium, all, or a portion of, the Aggregate Series 2011-1 Note Principal Balance, in a minimum amount of Two Hundred Fifty Thousand Dollars ($250,000).  Any such Prepayment of the Aggregate Series 2011-1 Note Principal Balance shall also include accrued interest to the date of Prepayment on the principal balance being prepaid, and, if such prepayment is made on a Business Day other than a Payment Date, any Breakage Costs attributable to such Prepayment.  The Issuer may not make such Prepayment from funds in the Trust Account, the Series 2011-1 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 hereof and the Indenture.  In the event of any Prepayment of the Series 2011-1 Notes in accordance with this Section 203(b) or any other provision of the Indenture, the Issuer shall pay any termination, notional reduction, breakage or other fees or costs assessed by any Interest Rate Hedge Provider.  The Issuer must provide advance notice of at least two Business Days to the Series 2011-1 Noteholders of any such optional Prepayment, which notice shall be irrevocable when delivered.

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(c)           Any Prepayment of less than the entire Aggregate Series 2011-1 Note Principal Balance, made in accordance with the provisions of Section 203 hereof and occurring after the Conversion Date, shall be applied to reduce the Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts of the Series 2011-1 Notes in respect of each subsequent Payment Date in equal amounts such that, after giving effect to such adjustment, the Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts for each subsequent Payment Date shall be reduced by an amount equal to the quotient of (x) the aggregate amount of such Prepayment actually received by the Series 2011-1 Noteholders, divided by (y) the number of remaining Payment Dates to and including, the Series 2011-1 Legal Final Payment Date.

Section 204.           Amounts and Terms of Series 2011-1 Noteholder Commitments; Payments.

(a)           Subject to the terms and conditions hereof and the Series 2011-1 Note Purchase Agreement, each Series 2011-1 Noteholder agrees to make its Series 2011-1 Note Commitment available to the Issuer on the Closing Date.

(b)           (i)           Prior to the Conversion Date, each Series 2011-1 Note shall be a revolving note with a maximum principal amount equal to the then Series 2011-1 Note Commitment of such Series 2011-1 Noteholder. Each Series 2011-1 Advance borrowed hereunder and repaid or prepaid may be reborrowed prior to the Conversion Date.

(ii)           Each Deal Agent shall maintain records of all Series 2011-1 Advances and repayments made on each Series 2011-1 Note, which records shall, absent manifest error, be conclusive. On any Business Day requested by the Issuer in an irrevocable writing delivered by not later than 5:00 p.m. (New York City time) on the third (3rd) preceding Business Day and presuming that the Issuer shall have satisfied all applicable conditions precedent set forth in Section 502 (and, in the case of the initial Series 2011-1 Advance, Section 501), each Series 2011-1 Noteholder shall, subject to the terms and conditions of the Series 2011-1 Note Purchase Agreement, deposit in the account designated by the Issuer by wire transfer of same day funds an amount equal to its Pro Rata Share of the requested Series 2011-1 Advance; provided, however, that (i) each Series 2011-1 Advance by a Series 2011-1 Noteholder shall be in an amount (A) not less than the least of Two Hundred Fifty Thousand Dollars ($250,000) and the lesser of the amounts described in the following clauses (B)(x) and (B)(y), (B) not greater than the lesser of (x) the then Unused Commitment of such Series 2011-1 Noteholder and (y) such Series 2011-1 Noteholder’s ratable share (determined based on the then aggregate unused Series 2011-1 Note Commitments of all Series 2011-1 Noteholders) of the Availability on such Business Day and (ii) in the event that any Series 2011-1 Noteholder fails to make a Series 2011-1 Advance in accordance with its Series 2011-1 Note Commitment, then the other Series 2011-1 Noteholder(s) shall not be obligated to fund the Pro Rata Share of the Series 2011-1 Advance of the defaulted Series 2011-1 Noteholder(s).  The Issuer shall pay interest on the Series 2011-1 Notes at the rates and in the manner set forth in Section 202 hereof.  The unpaid principal amount of the Series 2011-1 Notes and all unpaid interest accrued thereon, together with any unpaid Unused Fees and, without duplication of the amounts set forth in Section 203, all other fees, expenses, costs and other sums chargeable to Issuer incurred in connection therewith, shall be due and payable on the Series 2011-1 Legal Final Payment Date.

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(iii)           Each request for a Series 2011-1 Advance shall constitute an affirmation by Issuer that all of the conditions precedent set forth in Section 502 of the Supplement and the Series 2011-1 Note Purchase Agreement are true, correct and complete in all material respects to the same extent as though made on and as of the date of the request, except to the extent such representations and warranties specifically relate to an earlier date, in which event they shall be true, correct and complete in all material respects as of such earlier date.

(iv)           If a Series 2011-1 Noteholder fails to fund a requested Series 2011-1 Advance pursuant to a valid request made in accordance with Section 204(b), the Issuer shall promptly notify the Indenture Trustee that such Person should be classified as a Defaulting Noteholder.  Thereafter, the Issuer shall promptly notify the Indenture Trustee of any subsequent change in such classification.

(c)           Subject to Section 209(a)(iii) hereof, on each Payment Date, the Issuer shall pay an unused fee (the “Unused Fee”) to each Series 2011-1 Noteholder in an amount equal to the sum for each day during the immediately preceding Interest Accrual Period of the product of (x) the applicable Unused Fee Percentage on such date, (y) 1/360 and (z) the Unused Commitment of such Series 2011-1 Noteholder on such date.  Such Unused Fee shall be payable from amounts then on deposit in the Series 2011-1 Series Account in accordance with Section 303 hereof.

(d)           On the Closing Date, the Issuer shall pay the Upfront Fees to each Series 2011-1 Noteholder.

(e)           All payments of principal and interest on the Series 2011-1 Notes and fees with respect to the Series 2011-1 Notes shall be paid to the Series 2011-1 Noteholders reflected in the Note Register as of the related Record Date on a Pro Rata basis by wire transfer of immediately available funds for receipt prior to 1:00 p.m. (New York City time) on the related Payment Date.  Any payments received by a Series 2011-1 Noteholder after 1:00 p.m. (New York City time) on any day shall be considered to have been received on the next succeeding Business Day.

Section 205.           Taxes.

(a)           All payments by the Issuer hereunder and under any of the other related Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein (collectively, “Taxes”) unless the Issuer is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Issuer with respect to any amount payable by it hereunder or under any of the other Related Documents, the Issuer will pay to each Indemnified Party (as defined below), on the date on which such amount is due and payable hereunder or under such other Related Document, such additional amount in Dollars as shall be necessary to enable such Indemnified Party to receive the same net amount which such Indemnified Party would have received on such due date had no such obligation been imposed upon the Issuer. The Issuer will deliver promptly to such Indemnified Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Issuer hereunder or under such other Related Document. Each Indemnified Party claiming any additional amounts payable under this Section 2.05(a) agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Issuer shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Indemnified Party, be otherwise disadvantageous to such Indemnified Party, which determination by such Indemnified Party shall be conclusive. The Issuer shall be liable for taxes paid by any Indemnified Party that are based upon such Indemnified Party’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on Indemnified Party’s net income.

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(b)           In addition to payments of principal and interest on the Series 2011-1 Notes when due, the Issuer shall pay, but only in accordance with the priorities for distributions set forth in Section 303 hereof, to each affected Series 2011-1 Noteholder, any member of its Related Group or any other Person that has advanced funds to, sold, committed to advance funds to, or committed to purchase from a Series 2011-1 Noteholder, an interest in the Series 2011-1 Note owned by such Series 2011-1 Noteholder (such Series 2011-1 Noteholder, any member of its Related Group and any such Person being an “Indemnified Party”) any and all present or future taxes, fees, assessments, charges, duties, levies, imposts, or claims, or any other similar deduction or withholding, whatsoever imposed by any Governmental Authority on payments of principal and interest on the Series 2011-1 Notes and other amounts payable by the Issuer under the Transaction Documents, and all liabilities with respect thereto; provided that the foregoing indemnity shall not apply to income taxes (or other similar taxes) paid by any Indemnified Party with respect to interest received by such Indemnified Party;provided further that any such tax, fee, duty, assessment, charge, levy, impost or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if the Issuer shall have set aside on its books adequate reserves with respect thereto; and provided, furtherthat the Issuer will pay all such taxes, fees, assessments, charges, levies, imposts or claims forthwith upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor (all such taxes, fees, assessments, charges, levies, imposts, claims, withholdings and liabilities indemnified hereunder being hereinafter referred to as “Indemnified Taxes”).

(c)           In addition, the Issuer shall pay, subject to the priorities set forth in Section 303, any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Supplement or any other documents related to the issuance of the Series 2011-1 Notes (hereinafter referred to as “Other Taxes”).

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(d)           If any Indemnified Taxes or Other Taxes are directly asserted or imposed against any Indemnified Party, the Issuer shall indemnify and hold harmless such Indemnified Party, subject to the priorities for distribution set forth in Section 303, for the full amount of the Indemnified Taxes or Other Taxes (including any Taxes or Other Taxes asserted or imposed by any jurisdiction on amounts payable under this Section 205) paid by the Indemnified Party and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted or imposed. If the Issuer fails to pay any Indemnified Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Indemnified Party the required receipts or other required documentary evidence, the Issuer shall indemnify the Indemnified Party for any incremental Indemnified Taxes or Other Taxes, interest or penalties that may become payable by the Indemnified Party as a result of any such failure. Payment under this indemnification shall be made in accordance with the priorities for distributions set forth in Section 303 hereof after the Indemnified Party makes written demand therefor. The Indemnified Party shall give prompt notice to Issuer of any assertion of Indemnified Taxes or Other Taxes so that Issuer may, at its option, contest such assertion.

(e)           Within thirty (30) days after the date of any payment by the Issuer of Indemnified Taxes or Other Taxes, the Issuer shall furnish to each of the Series 2011-1 Noteholders the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to the Series 2011-1 Noteholders.

(f)           Any Series 2011-1 Noteholder that is entitled to an exemption from or reduction of withholding tax with respect to payments hereunder shall deliver to the Issuer (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Issuer, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Series 2011-1 Noteholder, if requested by the Issuer, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Issuer as will enable the Issuer to determine whether or not such Series 2011-1 Noteholder is subject to backup withholding or information reporting requirements.

(g)           If a Series 2011-1 Noteholder determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Issuer or with respect to which the Issuer has paid additional amounts pursuant to this Section, such Series 2011-1 Noteholder shall pay to the Issuer an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Issuer under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Series 2011-1 Noteholder, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Issuer, upon the request of such Series 2011-1 Noteholder, agrees to repay the amount paid over to the Issuer (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Series 2011-1 Noteholder in the event such Series 2011-1 Noteholder is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require any Series 2011-1 Noteholder to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Issuer or any other Person.

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(h)           If the Issuer is required to pay additional amounts to a Series 2011-1 Noteholder pursuant to this Section 205, then such Person shall use its reasonable efforts (consistent with legal and regulatory restrictions) to change its lending office so as to eliminate or reduce such additional payment by the Person which may thereafter accrue if such change in the judgment of such Person is not otherwise disadvantageous to such Person.

(i)           In addition, if requested by the Issuer in writing within fifteen (15) Business Days after receipt of notice from a Series 2011-1 Noteholder of the liability for any Indemnified Taxes or Other Taxes pursuant to this Section 205, such Person shall in good faith diligently contest in the name of the Issuer the validity, applicability and amount of such Taxes or Other Taxes by (x) resisting payment of the Indemnified Taxes or Other Taxes, fees or other charges, (y) not paying the same except under protest, if protest is necessary and proper or (z) if payment is made, seeking a refund in appropriate administrative or judicial proceedings.  Notwithstanding anything to the contrary herein, in no event shall any such contest by such Person with respect to the imposition of any Indemnified Taxes or Other Taxes for which the Issuer is obligated to pay pursuant to this Section 205 be initiated or permitted to continue, unless (i) the Issuer shall have agreed in writing to promptly pay, and shall pay to such Person within ten (10) days after request for such payment, on an after-tax basis, any and all expenses associated with such contest (including all out-of-pocket costs, expenses, reasonable outside legal and accounting fees and disbursements, penalties, fines, additions to tax and interest thereon), (ii) no Event of Default shall have occurred and be continuing, (iii) in the reasonable determination of the Person, the action to be taken will not (A) result in any material danger or risk of sale, forfeiture or loss of, or the creation of any Lien on, the Collateral or (B) result in the risk of any criminal or non-tax civil penalties, (iv) the Issuer shall have provided at the Issuer’s expense to such Person an opinion of independent tax counsel (selected by the Issuer and reasonably acceptable to such Person) to the effect that there is a reasonable basis for contesting such Indemnified Taxes or Other Taxes and (v) the amount of the potential indemnity exceeds $1,000,000.  The applicable Series 2011-1 Noteholder shall from time to time keep the Issuer informed of all aspects of any such proceeding and shall from time to time consult with the Issuer and its counsel with respect to any such proceeding.

Section 206.           Inability to Determine LIBOR Rate  .  In the event, prior to the commencement of any Interest Accrual Period relating to any Series 2011-1, any Series 2011-1 Noteholder shall reasonably determine that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any Series 2011-1 Advance during any Interest Accrual Period or (b) the LIBOR Rate determined or to be determined for such Interest Accrual Period will not adequately and fairly reflect the cost to such Series 2011-1 Noteholder of funding its Series 2011-1 Advances during such period, and in the case of either (a) or (b) above, such Series 2011-1 Noteholder no longer extends credit to any borrower similarly situated, such Series 2011-1 Noteholder shall forthwith give notice of such determination (which shall be conclusive and binding on the Issuer and the Series 2011-1 Noteholders) to the Issuer, the Indenture Trustee, and the other Series 2011-1 Noteholders (each such event, an “Increased Cost Event”). In such event (i) the interest rate for each Series 2011-1 Advance will automatically, on the last day of the then current Interest Accrual Period relating thereto, become the Alternative Rate, and (iii) the obligations of the Series 2011-1 Noteholders to make Series 2011-1 Advances (based on the LIBOR Rate) shall be suspended until the Indenture Trustee determines that the circumstances giving rise to such suspension no longer exist, whereupon the Indenture Trustee shall so notify the Issuer and the Series 2011-1 Noteholders. Payment under this indemnification shall be made in accordance with the priorities for distributions set forth in Section 303 hereof after the Indemnified Party makes written demand therefor.

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Section 207.           Illegality.  Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or the interpretation or application thereof shall make it unlawful for any Series 2011-1 Noteholder to fund any Series 2011-1 Advance (any such event, along with any Increased Cost Event, an “Eurodollar Disruption Event”), such Series 2011-1 Noteholder shall forthwith give notice of such circumstances to the Issuer, the Indenture Trustee and the other Series 2011-1 Noteholders and thereupon (a) the commitment of such Series 2011-1 Noteholder to fund a Series 2011-1 Advance (based on the LIBOR Rate) shall forthwith be suspended and (b) the interest rate for such Series 2011-1 Noteholder’s Series 2011-1 Advances then outstanding, if any, shall be converted automatically to the Alternative Rate on the last day of each Interest Accrual Period applicable to such Series 2011-1 Advance or within such earlier period as may be required by law. Payment under this indemnification shall be made in accordance with the priorities for distributions set forth in Section 303 hereof after the Indemnified Party makes written demand therefor.

Section 208.           Indemnity; Setoff.

(a)           The Issuer agrees to indemnify each Series 2011-1 Noteholder and to hold each Series 2011-1 Noteholder harmless from and against any loss, cost or expense (including loss of anticipated profits) that such Series 2011-1 Noteholder may sustain or incur as a consequence of (a) default by the Issuer in payment of the principal amount of or any interest on any Series 2011-1 Advance as and when due and payable, including any such loss or expense arising from interest or fees payable by such Series 2011-1 Noteholder to banks of funds obtained by it in order to fund its Series 2011-1 Advances or (b) the funding of a Series 2011-1 Advance or the conversion of the interest rate for any Series 2011-1 Advance from LIBOR Rate to Alternative Rate on a day that is not the last day of the applicable Interest Accrual Period with respect thereto, including interest or fees payable by such Series 2011-1 Noteholder to Series 2011-1 Noteholders of funds obtained by it in order to maintain any such Series 2011-1 Advance or its Series 2011-1 Note Commitment.

(b)           Regardless of the adequacy of any collateral, if any of the Obligations are due and payable and have not been paid or any Event of Default shall have occurred, subject to the Intercreditor Collateral Agreement, any deposits or other sums credited by or due from any Series 2011-1 Noteholder to the Issuer and any securities or other property of the Issuer in the possession of such Series 2011-1 Noteholder may be applied to or set off by such Series 2011-1 Noteholder against the payment of Indebtedness of the Issuer to such Series 2011-1 Noteholder; provided, that in the event that any Defaulting Lender will exercise any such right of setoff, (a) all amounts so set off will be paid over immediately to the Indenture Trustee for further application in accordance with the provisions of this Section 208 and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Indenture Trustee and the other Series 2011-1 Noteholders, and (b) the Defaulting Lender will provide promptly to Indenture Trustee a statement describing in reasonable detail such Indebtedness of the Issuer owing to such Defaulting Lender as to which it exercised such right of setoff.  ANY AND ALL RIGHTS TO REQUIRE ANY SERIES 2011-1 NOTEHOLDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE ISSUER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

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Section 209.           Defaulting Noteholders.

(a)           Adjustments.  Notwithstanding anything to the contrary contained in this Supplement, if any Series 2011-1 Noteholder becomes a Defaulting Noteholder, then, until such time as that Series 2011-1 Noteholder is no longer a Defaulting Noteholder, to the extent permitted by Applicable Law:

(i)            Waivers and Amendments.  That Defaulting Noteholder’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement will be restricted as set forth in Section 705 hereof.

(ii)           Reallocation of Payments.  Any payment of principal, interest, fees or other amounts received by the Indenture Trustee for the account of that Defaulting Noteholder (whether voluntary or mandatory, at maturity, pursuant to Article IV or otherwise, and including any amounts made available to the Indenture Trustee by that Defaulting Noteholder pursuant to Section 208(b) hereof), will be applied at such time or times as may be determined by the Administrative Agent as follows: First, to the payment of any amounts owing by that Defaulting Noteholder to the Indenture Trustee hereunder; Second, as the Issuer may request (so long as no Event of Default exists), to the funding of any Series 2011-1 Advance in respect of which that Defaulting Noteholder has failed to fund the pro rata share of its Series 2011-1 Note Commitment thereof at a time when all of the conditions precedent set forth in Article V hereof were satisfied with respect to such Series 2011-1 Advance, as determined by the Administrative Agent; Third, to the payment of any amounts owing to the Series 2011-1 Noteholders as a result of any judgment of a court of competent jurisdiction obtained by any Series 2011-1 Noteholder against that Defaulting Noteholder as a result of that Defaulting Noteholder’s breach of its obligations under this Supplement; Fourth, so long as no Event of Default exists, to the payment of any amounts owing to the Issuer as a result of any judgment of a court of competent jurisdiction obtained by the Issuer against that Defaulting Noteholder as a result of that Defaulting Noteholder’s breach of its obligations under this Supplement; and Fifth, to that Defaulting Noteholder or as otherwise directed by a court of competent jurisdiction provided that if (1) such payment is a payment of the principal amount of any Series 2011-1 Advances in respect of which that Defaulting Noteholder has not fully funded the pro rata share of its Series 2011-1 Note Commitment and (2) such Series 2011-1 Advances were made at a time when the conditions set forth in Article V hereof were satisfied or waived, such payment will be applied solely to pay the Series 2011-1 Advances of all non-Defaulting Noteholders on a pro rata basis prior to being applied to the payment of any Series 2011-1 Advances of that Defaulting Noteholder.  Any payments, prepayments or other amounts paid or payable to a Defaulting Noteholder that are applied (or held) to pay amounts owed by a Defaulting Noteholder will be deemed paid to and redirected by that Defaulting Noteholder, and each Series 2011-1 Noteholder irrevocably consents hereto.

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(iii)           Certain Fees.  That Defaulting Noteholder will not be entitled to receive any Unused Fee pursuant to Section 204(c) or any Step-up Warehouse Feefor any period during which that Series 2011-1 Noteholder is a Defaulting Noteholder (and the Issuer will not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Noteholder).

(b)           Defaulting Noteholder Cure.  If (x) through the application of the provisions of Section 209(a)(ii) or otherwise, a Defaulted Series 2011-1 Noteholder shall have fully funded the pro rata share of its Series 2011-1 Note Commitment of all Series 2011-1 Advances and other amounts it has previously failed to fund or (y) the Issuer and the Administrative Agent agree in writing in their sole discretion that a Defaulting Noteholder should no longer be deemed to be a Defaulting Noteholder, then the Indenture Trustee, upon receipt of notice from the Issuer, will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Series 2011-1 Noteholder will, to the extent applicable, purchase that portion of outstanding Series 2011-1 Advances of the other Series 2011-1 Noteholders or take such other actions as Administrative Agent may determine to be necessary to cause the Series 2011-1 Advances and funded to be held on a pro rata basis by the Series 2011-1 Noteholders in accordance with their pro rata share of their Series 2011-1 Note Commitments, whereupon that Series 2011-1 Noteholder will cease to be a Defaulting Noteholder; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Issuer while that Series 2011-1 Noteholder was a Defaulting Noteholder; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Noteholder to Series 2011-1 Noteholder will constitute a waiver or release of any claim of any party hereunder arising from that Series 2011-1 Noteholder’s having been a Defaulting Noteholder.

ARTICLE III

Series 2011-1 Series Account and

Allocation and Application of Amounts Therein

Section 301.           Series 2011-1 Series Account.  The Issuer shall establish on the Closing Date and maintain, so long as any Series 2011-1 Note is Outstanding, an Eligible Account with the Indenture Trustee which shall be designated as the Series 2011-1 Series Account, which account shall be held by the Indenture Trustee for the benefit of the Series 2011-1 Noteholders.  All deposits of funds by or for the benefit of the Series 2011-1 Noteholders from the Trust Account and the Restricted Cash Account shall be accumulated in, and withdrawn from, the Series 2011-1 Series Account in accordance with the provisions of the Indenture and this Supplement.  The Issuer hereby grants to the Indenture Trustee, for the benefit of the Series 2011-1 Noteholders, a security interest in the Series 2011-1 Series Account, all cash and Eligible Investments on deposit therein, all securities entitlement credited thereto, and income and proceeds of the foregoing.

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 (or the Administrative Agent shall, pursuant to Section 302(c) of the Indenture, determine that) the funds on deposit in the Trust 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 2011-1 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.

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(b)           In the event that the Manager Report delivered with respect to the Determination Date immediately preceding the Series 2011-1 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 Trust Account will not be sufficient to make payment in full on the Series 2011-1 Legal Final Payment Date of the then Aggregate Series 2011-1 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 (as set forth in the Manager Report) equal to the least of (w) the Aggregate Series 2011-1 Note Principal Balance, (x) the Permitted Principal Withdrawal, (y) the Maximum Principal Withdrawal Amount as calculated for Series 2011-1 and (z) the amount then on deposit in the Restricted Cash Account.

(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 Manager, by hand delivery 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 2011-1 Note Interest Payment or the Aggregate Series 2011-1 Note Principal Balance, as the case may be.

Section 303.           Distribution from Series 2011-1 Series Account.  On each Payment Date, the Indenture Trustee shall distribute funds then on deposit in the Series 2011-1 Series Account in accordance with the provisions of either Part (I), (II) or (III) of this Section 303, in each case, subject to Section 209:

(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 2011-1 Note on the immediately preceding Record Date, an amount equal to its Pro Rata portion of the Interest Payment allocated to Series 2011-1, as follows: (A) such Holder’s Pro Rata portion of the Series 2011-1 Note Interest Payment (exclusive of Default Interest and Step Up Warehouse Fee) for such Payment Date, plus (B) such Holder’s Pro Rata portion of the Unused Fee for such Payment Date;

(2)           To each Holder of a Series 2011-1 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 Series 2011-1 Noteholders on such Payment Date;

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(3)           To each Holder of a Series 2011-1 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 Series 2011-1 Noteholders on such Payment Date;

(4)           To each Holder of a Series 2011-1 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 Series 2011-1 Noteholders on such Payment Date;

(5)           To each Holder of a Series 2011-1 Note on the immediately preceding Record Date and each other Indemnified Party, its pari passu and pro rata portion ofan amount equal to Taxes, Indemnified Taxes, Other Taxes, Increased Costs, Breakage Costs, Step Up Warehouse Fee, Additional Principal Payment Amounts, indemnities and other amounts (including Default Interest) then due and payable to the Series 2011-1 Noteholders and each other Indemnified Party pursuant to the Series 2011-1 Related Documents; and

(6)           To the Issuer, any remaining amounts then on deposit in the Series 2011-1 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 2011-1 Note on the immediately preceding Record Date, an amount equal to its Pro Rata portion of the Interest Payment allocated to Series 2011-1, as follows: (A) such Holder’s Pro Rata portion of the Series 2011-1 Note Interest Payment (exclusive of Default Interest and Step Up Warehouse Fee) for such Payment Date, plus (B) such Holder’s Pro Rata portion of the Unused Fee for such Payment Date;

(2)           To each Holder of a Series 2011-1 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 Series 2011-1 on such Payment Date;

(3)           To each Holder of a Series 2011-1 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 Series 2011-1 on such Payment Date;

(4)           To each Holder of a Series 2011-1 Note on the immediately preceding Record Date, an amount equal to its Pro Rata portion of the then Aggregate Series 2011-1 Note Principal Balance until the Aggregate Series 2011-1 Note Principal Balance has been reduced to zero;

(5)           To each Holder of a Series 2011-1 Note on the immediately preceding Record Date and each other Indemnified Party, its Pro Rata portion ofan amount equal to Taxes, Indemnified Taxes, Other Taxes, Increased Costs, Breakage Costs, Step Up Warehouse Fee, indemnities and other amounts (including Default Interest) then due and payable to Series 2011-1 Noteholders and each Indemnified Party pursuant to the Series 2011-1 Related Documents; and

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(6)           After application of the amounts required to be paid pursuant to Section 302 of the Indenture, to the Issuer, any remaining amounts then on deposit in the Series 2011-1 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 2011-1 Note on the immediately preceding Record Date, an amount equal to its Pro Rata portion of the Interest Payment allocated to Series 2011-1, as follows: (A) such Holder’s Pro Rata portion of the Series 2011-1 Note Interest Payment (exclusive of Default Interest and Step Up Warehouse Fee) for such Payment Date, plus (B) such Holder’s Pro Rata portion of the Unused Fee for such Payment Date;

(2)           To each Holder of a Series 2011-1 Note on the immediately preceding Record Date its Pro Rata portion of an amount equal to the then Aggregate Series 2011-1 Note Principal Balance until the Series 2011-1 Notes are paid in full;

(3)           To each Holder of a Series 2011-1 Note on the immediately preceding Record Date and each other Indemnified Party, its Pro Rata portion ofan amount equal to Taxes, Indemnified Taxes, Other Taxes, Increased Costs, Breakage Costs, Step Up Warehouse Fee, indemnities and other amounts (including Default Interest) then due and payable to the Series 2011-1 Noteholders and each other Indemnified Party pursuant to the Series 2011-1 Related Documents; and

(4)           After application of the amounts required to be paid pursuant to Section 302 of the Indenture, to the Issuer, any remaining amounts then on deposit in the Series 2011-1 Series Account.

ARTICLE IV

Additional Covenants and Agreements; Additional Early Amortization Event;

Modification of Indenture

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 2011-1 Noteholders:

Section 401.           Rule 144A.  So long as any of the Series 2011-1 Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer shall, unless it becomes subject to and complies with the reporting requirements of Section 13 and 15(d) of the Exchange Act, or Rule 12g3-2(b) thereunder, provide to any Series 2011-1 Noteholder of such restricted securities, or to any prospective Series 2011-1 Noteholder of such restricted securities designated by a Series 2011-1 Noteholder, upon the request of such Series 2011-1 Noteholder or prospective Series 2011-1 Noteholder, any information required to be provided by Rule 144A(d)(4) under the Securities Act.Section Depreciation Policy.  It is understood that the Depreciation Policy shall be applied to determine depreciation for purposes of the Indenture and this Supplement only, and that CAI and CAL will calculate depreciation for financial reporting purposes in accordance with generally accepted accounting principles as may be from time to time in effect. For purposes of the Asset Base calculation under the Indenture and this Supplement, the Issuer will not revise the Depreciation Policy with respect to the Managed Containers in such a way as to shorten the period of depreciable life or reduce the amount of depreciation expense that would be recorded in any year from that which would have been recorded pursuant to the Depreciation Policy without obtaining in each such instance (i) the prior written consent of all of the Series 2011-1 Noteholders (other than any Defaulting Noteholders) and (ii) satisfaction of the Rating Agency Condition.

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Section 403.           Perfection Requirements.  The Issuer will not (a) change any of (i) its corporate name or (ii) the name under which it does business or (b) amend any provision of its certificate of formation or operating agreement or become organized under the laws of any other jurisdiction without the prior written consent of the Control Party.

Section 404.           United States Federal Income Tax Election.  The Issuer shall not make an election to be classified as an association taxable as a corporation pursuant to Section 301.7701-3 of the United States Treasury Regulations.

Section 405.           OFAC Matters.  The Issuer shall not in an manner which would violate the laws of the United States, other than pursuant to a license issued by OFAC (i) lease, or consent to any sublease of, any of the Containers to any Person that is a Prohibited Person or (ii) derive any of its assets or operating income from investments in or transactions with any such Prohibited Person.  If the Issuer obtains knowledge that a Container is subleased to a Prohibited Person or located or used in a Prohibited Jurisdiction in a manner which would violate the laws of the United States (other than pursuant to a license issued by OFAC), then the Issuer shall, within ten (10) Business Days after obtaining knowledge thereof, remove such Container from the Asset Base for so long as such condition continues.

Section 406.           Issuance of Additional Series.  The Issuer shall not issue any additional Series of Notes on or after the Closing Date without (a) confirmation, in writing, that the unpaid principal balances of all Series of Notes then Outstanding does not exceed the Asset Base, as evidenced by the Asset Base Report most recently received by the Indenture Trustee (but not earlier than the preceding Payment Date), and (b) receipt of a certificate from an officer of the Issuer stating that no Early Amortization Event, Manager Default or Event of Default has occurred and is then continuing or would result from the issuance of such new Series and (c) prior written consent of the Control Party for Series 2011-1. The provisions of this Section 406 shall constitute one of the “other conditions as shall be specified in the related Supplement” that are referred to in clause (a) of Section 1006(b) of the Indenture.

Section 407.           Increase in the Series 2011-1 Note Commitments.  The Issuer shall not, subsequent to the Closing Date, increase the aggregate Series 2011-1 Note Commitment except (i) in accordance with Section 2.3 of the Series 2011-1 Note Purchase Agreement or (ii) without the prior written consent of the Control Party. Nothing contained in this Section 407 shall prohibit the assignment by any Series 2011-1 Noteholder of all or a portion of its Series 2011-1 Note Commitment if, after giving effect to such assignment, the aggregate Series 2011-1 Note Commitment shall not have increased.

Section 408.           Consent of the Control Party.  So long as no Rating Agency maintains an effective rating with respect to the Series 2011-1 Notes, the Issuer shall not take, and will cause others acting on behalf of the Issuer to not take, any action that requires satisfaction of the Rating Agency Condition or the consent of the Rating Agencies (or any analogous concept) as a condition precedent unless such action shall have also been approved by the Control Party.

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Section 409.           Issuance of First Series of Term Notes.  Concurrently with the issuance of the first Series of Term Notes, the Issuer shall amend (i) the definitions of “Advance Rate,” “Asset Base,” “Eligible Container,” “Eligible Finance Lease,” “Restricted Cash Amount,” and any other provisions and definitions relating to the foregoing, and (ii) any other provisions of the Series 2011-1 Notes, the Indenture, the Supplement and any other Related Document, such that such amended terms conform to the terms (if more favorable to the Series 2011-1 Noteholders) of such Series of Term Notes. For the avoidance of doubt, this provision shall not require any Noteholder for such Series of Term Notes to amend any Related Document for such Series of Term Notes.

Section 410.           Notices to Interest Rate Hedge Provider.  In connection with any sale permitted in Section 606(a) of the Indenture, the Issuer shall provide each Interest Rate Hedge Provider notice of any such sale.

Section 411.           Hedging Requirement.

(a)           Within fifteen (15) days after the end of the Hedging Requirement Grace Period, the Issuer shall enter into, and maintain for so long as any Series 2011-1 Notes or other obligations under the Series 2011-1 Related Documents remain unpaid, one or more Interest Rate Hedge Agreements with Persons that were classified on the execution date of such Interest Rate Hedge Agreement as an Eligible Interest Rate Hedge Provider.  Such Interest Rate Hedge Agreements shall have an aggregate notional balance that is not:

(x) less than an amount equal to the product of (A) seventy percent (70%) and (B) the then unpaid principal balance of the Notes of all Series then Outstanding that bear interest at a floating rate of interest (the amount described in this clause (x), the “Minimum Hedging Percentage”); and

(y) greater than an amount equal to the product of (A) one hundred five percent (105%) and (B) the then unpaid principal balance of the Notes of all Series then Outstanding that bear interest at a floating rate of interest.

Such Interest Rate Hedge Agreements shall have an amortization schedule as set forth in Exhibit B hereto.

Notwithstanding the foregoing, the Issuer shall be deemed to be in compliance with the Minimum Hedging Percentage for so long as the Fixed Debt Percentage exceeds seventy percent (70%).

(b)           If the Issuer, or the Manager, on behalf of the Issuer, fails to comply with the Hedging Requirement, the Requisite Global Majority shall have the right, in its sole discretion and at the expense of the Issuer, if necessary (as determined in the sole discretion of the Requisite Global Majority), to direct the Indenture Trustee, to enter into, maintain or terminate (in whole or in part), one or more Interest Rate Hedge Agreements selected by the Requisite Global Majority (in its sole discretion) on behalf of the Issuer such that, after giving effect to such action, the Issuer will be in compliance with the Hedging Requirement. In the event the Requisite Global Majority determines to direct the Indenture Trustee to enter into, maintain or terminate (in whole or in part) an Interest Rate Hedge Agreement on the Issuer’s behalf, the Requisite Global Majority shall promptly send a copy of any such agreement to the Issuer and may provide the Indenture Trustee and Manager on behalf of the Issuer with a written direction to deposit in the Trust Account certain amounts to reimburse the Requisite Global Majority or a third party for the costs of such Interest Rate Hedge Agreement.

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All payments received from all such Interest Rate Hedge Agreements shall be deposited directly into the Trust Account.  Any amounts delivered by an Interest Rate Hedge Provider pursuant to a Credit Support Annex to the Interest Rate Hedge Agreement shall be held in a separate, segregated trust account subject to the terms of the Interest Rate Hedge Agreement.

Section 412.           Additional Early Amortization Events.

In addition to the Early Amortization Events set forth in Section 1201 of the Indenture, each of the following events shall constitute additional Early Amortization Event exercisable by the Series 2011-1 Noteholder:

(a)           a Change of Control of CAI shall occur; and

(b)           the Consolidation Leverage Ratio of CAI and its Subsidiaries as of the last day of any fiscal quarter exceeds 4.25 to 1.00.

If either of the events set forth in clause (a) or clause (b) shall occur, an Early Amortization Event shall commence on the date on which the Majority of Holders of Series 2011-1 shall declare that an Early Amortization Event shall have occurred.  Upon any such declaration, such Early Amortization Event shall continue until waived in writing by the Majority of Holders of Series 2011-1.

Section 413.           Back-up Manager Event.  Solely for purposes of this Series 2011, a Back-up Manager Event shall be defined as follows:

“Back-up Manager Event:  The occurrence of either of the following events:

(a)           the date on which the Consolidated Leverage Ratio of CAI and its Subsidiaries as of the last day of any fiscal quarter exceeds 4.00 to 1.00; or

(b)           the date on which the ratio of Consolidated EBIT to Consolidated Total Interest Expense as of the last day of any fiscal quarter is less than 1.30 to 1.00.

If either of the events set forth in clause (a) or clause (b) shall occur, a Back-up Manager Event shall occur on the date on which the Majority of Holders of Series 2011-1 shall declare in a written notice delivered to the Indenture Trustee and the Administrative Agent that a Back-up Manager Event has occurred.  Upon any such declaration, the Majority of Holders of Series 2011-1 may waive in writing such Back-up Manager Event. Upon receipt of written notice of such declaration of a Back-up Manager Event, the Indenture Trustee shall promptly notify the Noteholders and the Manager Transfer Facilitator.

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Section 414.           Equipment and Lease Report.  The Issuer shall, or cause the Manager to, deliver to the Administrative Agent not later than thirty (30) days after the end of each calendar quarter, an equipment and lease report, substantially in the form of Exhibit C hereto (the “Equipment and Lease Report”).

ARTICLE V

Conditions of Effectiveness and Future Lending

Section 501.           Effectiveness of Supplement.  The effectiveness hereof is subject to the condition precedent that the Indenture Trustee shall have received all of the following on or prior to the Closing Date, each duly executed and dated as of the Closing Date, in form and substance satisfactory to all of the initial Series 2011-1 Noteholders and each (except for the Series 2011-1 Notes, of which only the originals shall be signed) in sufficient number of signed counterparts to provide one for each Series 2011-1 Noteholder:

(a)           Series 2011-1 Notes.  Separate Series 2011-1 Notes executed by the Issuer in favor of each Series 2011-1 Noteholder in the stated maximum principal amount equal to the Series 2011-1 Note Commitment of such Series 2011-1 Noteholder.

(b)           Certificate(s) of Secretary or Assistant Secretary or Officer.  Separate certificates executed by the corporate secretary, assistant secretary or authorized officer of each of the Manager, CAI and the Issuer, dated the Closing Date, certifying (i) that the respective company has the authority to execute and deliver, and perform its respective obligations under each of the Series 2011-1 Related Documents to which it is a party, and (ii) that attached are true, correct and complete copies of the Memorandum of Association, Certificate of Incorporation, bye-laws, board resolutions and incumbency certificates of the related company in form and substance satisfactory to each Deal Agent as to such matters as the Administrative Agent shall reasonably require.

(c)           Security Documents.  This Supplement and a control agreement with respect to the Trust Account, Restricted Cash Account and Series 2011-1 Series Account, each in form and substance satisfactory to all of the initial Series 2011-1 Noteholders, shall have been executed and delivered by the Issuer, and all other parties thereto, together with all UCC financing statements, documentsof similar import in other jurisdictions, and other documents reasonably requested by the Administrative Agent.

(d)           Opinions of Counsel.  Opinions from United States, Bermuda and Barbados counsel to the Issuer, CAI and the Manager (and reliance letters regarding existing opinions for Series 2011-1 Noteholders that require such reliance letters) each in form and in substance satisfactory to the Administrative Agent as to such matters as it shall reasonably require and, promptly after the filing of the Indenture, this Supplement, and the control agreement referred to in clause (c) above in the relevant filing office in Bermuda, an opinion from such Bermuda counsel in form and in substance satisfactory to the Administrative Agent that the Issuer has granted to the Indenture Trustee a first priority perfected security interest in the Collateral.

(e)           Conditions Precedent.  All of the conditions precedent to the issuance of Series 2011-1 as set forth in Section 1006 of the Indenture shall have been satisfied and each of the Deal Agents shall have received copies of all documents delivered in connection with the satisfaction of such conditions precedent.

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(f)             Certificate as to Containers.  A certificate from the Manager certifying that it is managing all of the Containers in accordance with the Management Agreement in satisfactory form shall have been duly executed and delivered.

(g)           Enforceability, True Sale and Nonconsolidation Opinions.  Perkins Coie LLP shall have delivered its opinions as to true sale and non-consolidation in form and substance acceptable to the Administrative Agent.

(h)           Fees.  The Issuer shall have paid all fees to each Deal Agent in accordance with its respective Fee Letter.

(i)             Opinion of Counsel to the Indenture Trustee.  An opinion of counsel to the Indenture Trustee as to the due organization of the Indenture Trustee, the enforceability of the Indenture and as to such other matters as each Deal Agent may reasonably request.

Section 502.           Subsequent Advances on Series 2011-1 Notes.  The obligation of a Series 2011-1 Noteholder to make any Series 2011-1 Advance on the Series 2011-1 Note pursuant to its Series 2011-1 Note Commitment under this Supplement and the Series 2011-1 Note Purchase Agreement is subject to the following further conditions precedent on each Funding Date:

(a)            Default.  Before and after giving effect to such Series 2011-1 Advance, no Event of Defaultshall have occurred and be continuing (or would occur with the giving of notice or the passage of time or both).

(b)           Early Amortization Event.  Before and after giving effect to such advance, no Early Amortization Event shall have occurred (or would occur with the giving of notice or the passage of time or both) unless such Series 2011-1 Advance has been approved by each Series 2011-1 Noteholder (other than a then Defaulting Noteholder).

(c)            Certification.  The Issuer shall have delivered to the Deal Agents a compliance certificate, signed by an officer of Issuer, certifying that (A) the Issuer has complied with all of the conditions precedent set forth in Sections 501 and 502 hereof; (B) all of the representations and warranties of the Issuer, the Seller and the Manager contained in any of the Series 2011-1 Related Documents are true and correct in all material respects as of the date of such Series 2011-1 Advance, except to the extent such representations and warranties specifically relate to an earlier date, in which event they shall be true, correct and complete in all material respects as of such earlier date; and (C) all of the conditions precedent to the making of such Series 2011-1 Advance have been satisfied.

(d)           Asset Base Report.  The Issuer shall have delivered to each Deal Agent a duly completed and executed Asset Base Report, determined after giving effect to any Eligible Containers to be acquired with the proceeds of such Series 2011-1 Advance, which demonstrates that, after giving effect to such Series 2011-1 Advance, the sum of the then unpaid principal balance of all Series of Notes then Outstanding (calculated after giving effect to the requested Series 2011-1 Advance) does not exceed the Asset Base.

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(e)            Conversion Date.  The Conversion Date shall not have occurred, unless such Series 2011-1 Advance has been approved by each Series 2011-1 Noteholder (other than a then Defaulting Noteholder).

(f)            Investment in Issuer.  On or prior to the initial Funding Date, CAL shall have transferred Eligible Containers and/or Eligible Finance Leases to the Issuer and/or deposited amounts in the Restricted Cash Account, such that the Asset Base (after giving effect to such transfers and/or deposits) shall be not less than Fifty Million Dollars ($50,000,000).

(g)           True Sale and Nonconsolidation Opinions.  Barbados counsel to Seller shall have delivered its opinion as to true sale and non-consolidation in form and substance acceptable to the Administrative Agent.

(h)           Joinder to Intercreditor Collateral Agreement.  A joinder to the Intercreditor Collateral Agreement, in form and substance satisfactory to all of the initial Series 2011-1 Noteholders, shall have been executed and delivered by the Issuer, and all other parties thereto.

ARTICLE VI

Representations and Warranties

To induce the Series 2011-1 Noteholders to purchase the Series 2011-1 Notes hereunder, the Issuer hereby represents and warrants to the Series 2011-1 Noteholders that:

Section 601.           Existence.  The Issuer is a company duly incorporated, validly existing and in compliance under the laws of Bermuda.  The 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.  The Issuer has the power and is duly authorized to execute and deliver this Supplement and the other Series 2011-1 Related Documents to which it is a party. The Issuer is and will continue to be duly authorized to borrow monies hereunder; and the Issuer is and will continue to be authorized to perform its obligations under this Supplement and under the other Series 2011-1 Related Documents.  The execution, delivery and performance by the Issuer hereof and the other Series 2011-1 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, stockholder or any other Person which has not already been obtained.

Section 603.           No Conflict, Legal Compliance.  The execution, delivery and performance hereof and each of the other Series 2011-1 Related Documents and the execution, delivery and payment of the Series 2011-1 Notes will not: (a) contravene any provision of Issuer’s memorandum of association or bye-laws; (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 2011-1 Related Documents, any other indenture or other loan or Supplement, or other agreement or instrument to which the Issuer is a party or by which the 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.

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Section 604.           Validity and Binding Effect.  This Supplement is, and each Series 2011-1 Related Document to which Issuer is a party, when duly executed and delivered, will be, the legal, valid and binding obligation of the Issuer, enforceable against the 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 the date of the most recently available audited financial statements, there has been no Material Adverse Change in the financial condition of any of the Issuer, the Seller or the Manager.

Section 606.           Executive Offices.  The Issuer’s sole “place of business” (within the meaning of 9-307 of the UCC) is located at Clarendon House, 2 Church Street, Hamilton HM11 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.

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).

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 2011-1 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 2011-1 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 2011-1 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.

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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, Other 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 or Other 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 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 2011-1 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 2011-1 Related Documents will not violate any provision of the Investment 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)            The Issuer is not engaged in any business transactions with the Seller or the Manager except as permitted by the Management Agreement, the Contribution and Sale Agreement.

(iii)           The bye-laws of the Issuer provide that the Issuer shall have at three directors of which one director shall be an Independent Director (as defined in such bye-laws).  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 of the Issuer for which all directors of the Issuer have voted in favor and (y) a resolution of the members of the Issuer representing one hundred percent (100%) of all shares (as defined in the Issuer’s bye-laws) of the Issuer then issued and outstanding.

(iv)          The Issuer’s funds and assets are not, and will not be, commingled with those of the Seller or the Manager, except as permitted by the Intercreditor Collateral Agreement and the Management Agreement.

(v)           The bye-laws of the Issuer require it to maintain correct and complete books and records of account, and Bermuda law requires it to maintain minutes of the meetings and other proceedings of its members.

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(vi)           The Issuer is not insolvent under the Insolvency Law and will not be rendered insolvent by the transactions contemplated by the Series 2011-1 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 2011-1 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.

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 any 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 multiemployer 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.

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Section 619.           Ownership of Issuer.  All of the shares of the Issuer are owned by CAL.

Section 620.           Use of Proceeds. The proceeds from the issuance of the Series 2011-1 Notes shall be used as follows: (i) to acquire Containers and other Transferred Assets, (ii) to pay the costs of issuance of the Series 2011-1 Notes and (iii) for general corporate purposes (including distributions to the members of the Issuer and any other activities and transactions permitted under the Issuer’s operating agreement).  For avoidance of doubt, the Issuer may use the proceeds of any Series 2011-1 Advance to make payments on, or in respect of, any other Series of Notes.

Section 621.           Security Interest Representations.

(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, Deal Agents, and any Interest Rate Hedge Provider (in each case to the extent of their interest therein), 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”, “chattel paper” and/or “proceeds” of the Leases within the meaning of the UCC.  The Trust Account, the Restricted Cash Account and the Series Accounts 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 the laws of Bermuda and the United States of America 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.”

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(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 has no actual knowledge 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 applicable Seller 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 of the Issuer (and the Indenture Trustee as its assignee) in the Leases (to the extent that such Leases relate to the Managed Containers) transferred to the Issuer in the Contribution and Sale Agreement.

(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 in each of the Trust Account, the Restricted Cash Account and the Series 2011-1 Series Account.

(i)           The Trust Account, the Restricted Cash Account and Series 2011-1 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 2011-1 Series Account) agreeing 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 621 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 621 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.

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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 hereof by facsimile or by electronic means shall be equally effective as the delivery of an originally executed counterpart.

Section 703.           Governing Law.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND 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 LAW 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.  All demands, notices and communications hereunder shall be in writing, personally delivered, or by facsimile (with subsequent telephone confirmation of receipt thereof), or sent by internationally recognized overnight courier service, (a) in the case of the Indenture Trustee, at the following address: MAC N9311-161, Sixth Street and Marquette Avenue, Minneapolis, MN 55479; Attention:  Corporate Trust Services - Asset-Backed Administration, Telephone: (612) 667-8058, Facsimile: (612) 667-3467 and (b) in the case of the Issuer, at the following address: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, Telephone:  (441) 295-5950, Telefax:  (441) 292-4720, Attention:  Secretary, with a copy to each:  (i) CAI at its address at 1 Market Plaza, Suite 900, San Francisco, CA 94105, Telephone:  (415) 788-0100, Telefax:  (415) 788-3430, Attention:  CEO & CFO, and (ii) Container Applications Limited at its address at Suite 102, Bush Hill, Bay Street, St. Michael, Barbados, West Indies, Telephone:  (246) 430-5310, Telefax:  (246) 430-5312, Attention:  CEO and CFO, or at such other address as shall be designated by such party in a written notice to the other parties.  Any notice required or permitted to be given to a Noteholder shall be given by certified first class mail, postage prepaid (return receipt requested), or by courier, or by facsimile, with subsequent telephone confirmation of receipt thereof, in each case at the address of such Holder as shown in the Note Register or to the telephone and fax number furnished by such Noteholder. Notice shall be effective and deemed received (a) upon receipt, if sent by courier or U.S. mail, (b) upon receipt of confirmation of transmission, if sent by facsimile, or (c) when delivered, if delivered by hand. Any rights to notices conveyed to a Rating Agency pursuant to the terms hereof with respect to any Series or Class shall terminate immediately if such Rating Agency no longer has a rating outstanding with respect to such Series or Class.

Section 705.           Amendments and Modifications.

(a)           Subject to Section 209(a)(i), the terms hereof may be waived, modified, or amended only in a written instrument signed by each of the Issuer, the Control Party and the Indenture Trustee (except with respect to the matters set forth in Section 1001(a) of the Indenture, in the case of which any such waiver, modification or amendment shall be made subject to the terms of such Section 1001).  Any amendment to or modification or waiver hereof shall be deemed a supplemental indenture subject to Sections 1001 or 1002 of the Indenture.  Subject to Section 209(a)(i), the Series 2011-1 Note Commitment of an individual Series 2011-1 Noteholder may only be increased and the Conversion Date may only be extended, and the Series 2011-1 Note Purchase Agreement may only be amended, in accordance with the provisions of Section 8.1 of the Series 2011-1 Note Purchase Agreement.  In addition, subject to Section 209(a)(i), any waiver of any conditions precedent set forth in Article V hereof or a reduction, modification or amendment of any indemnification or Breakage Costs or amounts under Sections 205, 206, 207 and 208 hereof or Section 6.2 of the Series 2011-1 Note Purchase Agreement, owing to any Series 2011-1 Noteholder shall require the consent of each affected Series 2011-1 Noteholder.

- 37 -

(b)           Promptly after the execution by the Issuer and the Indenture Trustee of any written instrument pursuant to this Section, the Indenture Trustee shall mail to each Rating Agency, the Noteholders, Deal Agents, the Administrative Agent, and each Interest Rate Hedge Provider, a copy of the text of such Supplement. Any failure of the Indenture Trustee to mail such copy, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplement.

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 CSC CORPORATION SERVICE COMPANY, HAVING AN ADDRESS AT 1180 AVENUE OF THE AMERICAS, SUITE 210, NEW YORK, NEW YORK 10036-8401, ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF ACCEPTING SERVICE 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 2011-1 RELATED DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.

- 38 -

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

CAL FUNDING I LIMITED

By:

Name:

Title:

Series 2011-1 Supplement

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Indenture Trustee

By:

Name:

Title:

Series 2011-1 Supplement

EXHIBIT A

Form of Series 2011-1 Note

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED FOR SALE, TRANSFER OR ASSIGNMENT UNLESS (1) SO REGISTERED OR THE TRANSACTION RELATING THERETO SHALL BE EXEMPT WITHIN THE MEANING OF SUCH ACT AND THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION ADOPTED THEREUNDER AND (2) SUCH TRANSACTION COMPLIES WITH THE PROVISIONS SET FORTH IN SECTION 205 OF THE INDENTURE. BECAUSE OF THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING THIS NOTE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY INQUIRY TO THE INDENTURE TRUSTEE.

CAL FUNDING I LIMITED

SECURED NOTE,

SERIES 2011-1

Up to $[   ],000,000.00	No. [__]
	September 9, 2011

KNOW ALL PERSONS BY THESE PRESENTS that CAL Funding I Limited, a limited liability company incorporated and existing under the laws of Bermuda (the “Issuer”); for value received, hereby promises to pay to [_______________], or registered assigns, at the principal corporate trust office of the Indenture Trustee named below, (i) the principal sum of up to [           ]Million Dollars ($[  ],000,000), which sum shall be payable on the dates and in the amounts set forth in the Indenture, dated as of September 9, 2011 (as amended, restated, supplemented or modified from time to time, the “Indenture”), and the Series 2011-1 Supplement, dated as of September 9, 2011 (as amended, restated, supplemented or modified from time to time, the “Series 2011-1 Supplement”), each between the Issuer and Wells Fargo Bank, National Association and (ii) interest on the outstanding principal amount of this Series 2011-1 Note on the dates and in the amounts set forth in the Indenture and the Series 2011-1 Supplement. A record of each Series 2011-1 Advance, Prepayment and repayment shall be made by the related Deal Agent and absent manifest error such record shall be conclusive.  Capitalized terms not otherwise defined herein will have the meaning set forth in the Indenture and the Series 2011-1 Supplement.

Payment of the principal of and interest on this Series 2011-1 Note shall be made in lawful money of the United States of America which at the time of payment is legal tender for payment of public and private debts. The principal balance of, and interest on, this Series 2011-1 Note is payable at the times and in the amounts set forth in the Indenture and the Series 2011-1 Supplement by wire transfer of immediately available funds to the account designated by the Holder of record on the immediately preceding Record Date.

A-1

This Series 2011-1 Note is one of the authorized notes identified in the title hereto and issued in the aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000.00) pursuant to the Indenture and the Series 2011-1 Supplement.

The Series 2011-1 Notes shall be an obligation of the Issuer and shall be secured by the Collateral, all as defined in, and subject to limitations set forth in, the Indenture and the Series 2011-1 Supplement.

This Series 2011-1 Note is transferable as provided in the Indenture and the Series 2011-1 Supplement, subject to certain limitations therein contained, only upon the books for registration and transfer kept by the Indenture Trustee, and only upon surrender of this Series 2011-1 Note for transfer to the Indenture Trustee duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Indenture Trustee duly executed by, the registered Holder hereof or his attorney duly authorized in writing. The Indenture Trustee or the Issuer may require payment by the Holder of a sum sufficient to cover any tax, expense, or other governmental charge payable in connection with any transfer or exchange of this Series 2011-1 Note.

The Issuer, the Indenture Trustee and any agent of the Issuer may treat the person in whose name this Series 2011-1 Note is registered as the absolute owner hereof for all purposes, and neither the Issuer, the Indenture Trustee, nor any other such agent shall be affected by notice to the contrary.

This Series 2011-1 Note is subject to Prepayment, at the times and subject to the conditions set forth in the Indenture and the Series 2011-1 Supplement.

If an Event of Default or Early Amortization Event shall occur and be continuing, the principal of and accrued interest on this Series 2011-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 2011-1 Supplement.

The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures with the consent of the Requisite Global Majority, in certain specifically described instances. Any consent given by the Requisite Global Majority shall be conclusive and binding upon the Holder of this Series 2011-1 Note and on all future holders of this Series 2011-1 Note and of any Series 2011-1 Note issued in lieu hereof whether or not notation of such consent is made upon this Series 2011-1 Note. Supplements and amendments to the Indenture and the Series 2011-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2011-1 Supplement.

The Holder of this Series 2011-1 Note shall have no right to enforce the provisions of the Indenture or the Series 2011-1 Supplement or to institute action to enforce the covenants, or to take any action with respect to a default under the Indenture or the Series 2011-1 Supplement, or to institute, appear in or defend any suit or other Proceedings with respect thereto, except as provided under certain circumstances described in the Indenture and the Series 2011-1 Supplement; provided, however, that nothing contained in the Indenture or the Series 2011-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the principal of and interest on this Series 2011-1 Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any applicable bankruptcy or similar law, at any time other than at such time as: permitted by Section 1311 of the Indenture.

A-2

All terms and provisions of the Indenture and the Series 2011-1 Supplement are herein incorporated by reference as if set forth herein in their entirety.

IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to the execution and delivery of the Indenture and the Series 2011-1 Supplement and the issuance of this Series 2011-1 Note and the issue of which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by law.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized officers, this Series 2011-1 Note shall not be entitled to any benefit under the Indenture or the Series 2011-1 Supplement, or be valid or obligatory for any purpose.

A-3

IN WITNESS WHEREOF, CAL Funding I Limited has caused this Series 2011-1 Note to be duly executed by its duly authorized representative, on this ___ day of September, 2011.

CAL FUNDING I LIMITED

By:

Name:

Title:

This Note is one of the Series 2011-1 Notes described in the within-mentioned Indenture and the Series 2011-1 Supplement.

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Indenture Trustee

By:

Name:

Title:

A-4

EXHIBIT B

INTEREST RATE HEDGING POLICY

The notional balance of any Interest Rate Hedge Agreements entered into with respect to then unpaid principal balance of the Notes of all Series then Outstanding that bear interest at a floating rate of interest shall amortize at an annual rate reasonably consistent with the depreciation associated with the pool of Managed Containers and will have a duration equal to the weighted average lease term of the pool of Managed Containers.

A-1

EXHIBIT C

FORM OF EQUIPMENT AND LEASE REPORT

A-2

SCHEDULE 1

[TO BE REVISED] MINIMUM TARGETED PRINCIPAL BALANCE PERCENTAGE

Payment Dates Elapsed From The Conversion Date	Percentage of Minimum Targeted Principal Balance
0	100.00000%
1	99.44444%
2	98.88889%
3	98.33333%
4	97.77778%
5	97.22222%
6	96.66667%
7	96.11111%
8	95.55556%
9	95.00000%
10	94.44444%
11	93.88889%
12	93.33333%
13	92.77778%
14	92.22222%
15	91.66667%
16	91.11111%
17	90.55556%
18	90.00000%
19	89.44444%
20	88.88889%
21	88.33333%
22	87.77778%
23	87.22222%
24	86.66667%
25	86.11111%
26	85.55556%
27	85.00000%
28	84.44444%
29	83.88889%
30	83.33333%
31	82.77778%
32	82.22222%
33	81.66667%

1

Payment Dates Elapsed From The Conversion Date	Percentage of Minimum Targeted Principal Balance
34	81.11111%
35	80.55556%
36	80.00000%
37	79.44444%
38	78.88889%
39	78.33333%
40	77.77778%
41	77.22222%
42	76.66667%
43	76.11111%
44	75.55556%
45	75.00000%
46	74.44444%
47	73.88889%
48	73.33333%
49	72.77778%
50	72.22222%
51	71.66667%
52	71.11111%
53	70.55556%
54	70.00000%
55	69.44444%
56	68.88889%
57	68.33333%
58	67.77778%
59	67.22222%
60	66.66667%
61	66.11111%
62	65.55556%
63	65.00000%
64	64.44444%
65	63.88889%
66	63.33333%
67	62.77778%
68	62.22222%
69	61.66667%
70	61.11111%

2

Payment Dates Elapsed From The Conversion Date	Percentage of Minimum Targeted Principal Balance
71	60.55556%
72	60.00000%
73	59.44444%
74	58.88889%
75	58.33333%
76	57.77778%
77	57.22222%
78	56.66667%
79	56.11111%
80	55.55556%
81	55.00000%
82	54.44444%
83	53.88889%
84	53.33333%
85	52.77778%
86	52.22222%
87	51.66667%
88	51.11111%
89	50.55556%
90	50.00000%
91	49.44444%
92	48.88889%
93	48.33333%
94	47.77778%
95	47.22222%
96	46.66667%
97	46.11111%
98	45.55556%
99	45.00000%
100	44.44444%
101	43.88889%
102	43.33333%
103	42.77778%
104	42.22222%
105	41.66667%
106	41.11111%
107	40.55556%

3

Payment Dates Elapsed From The Conversion Date	Percentage of Minimum Targeted Principal Balance
108	40.00000%
109	39.44444%
110	38.88889%
111	38.33333%
112	37.77778%
113	37.22222%
114	36.66667%
115	36.11111%
116	35.55556%
117	35.00000%
118	34.44444%
119	33.88889%
120	33.33333%
121	32.77778%
122	32.22222%
123	31.66667%
124	31.11111%
125	30.55556%
126	30.00000%
127	29.44444%
128	28.88889%
129	28.33333%
130	27.77778%
131	27.22222%
132	26.66667%
133	26.11111%
134	25.55556%
135	25.00000%
136	24.44444%
137	23.88889%
138	23.33333%
139	22.77778%
140	22.22222%
141	21.66667%
142	21.11111%
143	20.55556%
144	20.00000%

4

Payment Dates Elapsed From The Conversion Date	Percentage of Minimum Targeted Principal Balance
145	19.44444%
146	18.88889%
147	18.33333%
148	17.77778%
149	17.22222%
150	16.66667%
151	16.11111%
152	15.55556%
153	15.00000%
154	14.44444%
155	13.88889%
156	13.33333%
157	12.77778%
158	12.22222%
159	11.66667%
160	11.11111%
161	10.55556%
162	10.00000%
163	9.44444%
164	8.88889%
165	8.33333%
166	7.77778%
167	7.22222%
168	6.66667%
169	6.11111%
170	5.55556%
171	5.00000%
172	4.44444%
173	3.88889%
174	3.33333%
175	2.77778%
176	2.22222%
177	1.66667%
178	1.11111%
179	0.55556%
180	0.00000%

5

SCHEDULE 2

[TO BE REVISED] SCHEDULED TARGETED PRINCIPAL BALANCE PERCENTAGE

Payment Dates Elapsed From The Conversion Date	Percentage of Scheduled Targeted Principal Balance
0	100.00000%
1	99.16667%
2	98.33333%
3	97.50000%
4	96.66667%
5	95.83333%
6	95.00000%
7	94.16667%
8	93.33333%
9	92.50000%
10	91.66667%
11	90.83333%
12	90.00000%
13	89.16667%
14	88.33333%
15	87.50000%
16	86.66667%
17	85.83333%
18	85.00000%
19	84.16667%
20	83.33333%
21	82.50000%
22	81.66667%
23	80.83333%
24	80.00000%
25	79.16667%
26	78.33333%
27	77.50000%
28	76.66667%
29	75.83333%
30	75.00000%
31	74.16667%
32	73.33333%
33	72.50000%

1

Payment Dates Elapsed From The Conversion Date	Percentage of Scheduled Targeted Principal Balance
34	71.66667%
35	70.83333%
36	70.00000%
37	69.16667%
38	68.33333%
39	67.50000%
40	66.66667%
41	65.83333%
42	65.00000%
43	64.16667%
44	63.33333%
45	62.50000%
46	61.66667%
47	60.83333%
48	60.00000%
49	59.16667%
50	58.33333%
51	57.50000%
52	56.66667%
53	55.83333%
54	55.00000%
55	54.16667%
56	53.33333%
57	52.50000%
58	51.66667%
59	50.83333%
60	50.00000%
61	49.16667%
62	48.33333%
63	47.50000%
64	46.66667%
65	45.83333%
66	45.00000%
67	44.16667%
68	43.33333%
69	42.50000%
70	41.66667%

2

Payment Dates Elapsed From The Conversion Date	Percentage of Scheduled Targeted Principal Balance
71	40.83333%
72	40.00000%
73	39.16667%
74	38.33333%
75	37.50000%
76	36.66667%
77	35.83333%
78	35.00000%
79	34.16667%
80	33.33333%
81	32.50000%
82	31.66667%
83	30.83333%
84	30.00000%
85	29.16667%
86	28.33333%
87	27.50000%
88	26.66667%
89	25.83333%
90	25.00000%
91	24.16667%
92	23.33333%
93	22.50000%
94	21.66667%
95	20.83333%
96	20.00000%
97	19.16667%
98	18.33333%
99	17.50000%
100	16.66667%
101	15.83333%
102	15.00000%
103	14.16667%
104	13.33333%
105	12.50000%
106	11.66667%
107	10.83333%

3

Payment Dates Elapsed From The Conversion Date	Percentage of Scheduled Targeted Principal Balance
108	10.00000%
109	9.16667%
110	8.33333%
111	7.50000%
112	6.66667%
113	5.83333%
114	5.00000%
115	4.16667%
116	3.33333%
117	2.50000%
118	1.66667%
119	0.83333%
120	0.00000%

4

EX-99.3

Exhibit 99.3

EXECUTION VERSION

CAL FUNDING I LIMITED

Issuer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

Indenture Trustee

_________________________

INDENTURE

Dated as of September 9, 2011

_________________________

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		4
Section 101.	Defined Terms.	4
Section 102.	Other Definitional Provisions.	31
Section 103.	Computation of Time Periods.	32
Section 104.	Statutory References.	32
Section 105.	Duties of Administrative Agent and Manager Transfer Facilitator.	32
ARTICLE II THE NOTES		33
Section 201.	Authorization of Notes.	33
Section 202.	Form of Notes; Book-Entry Notes.	33
Section 203.	Execution, Recourse Obligation.	36
Section 204.	Certificate of Authentication.	37
Section 205.	Registration; Registration of Transfer and Exchange of Notes.	37
Section 206.	Mutilated, Destroyed, Lost and Stolen Notes.	39
Section 207.	Delivery, Retention and Cancellation of Notes.	40
Section 208.	ERISA Deemed Representations.	40
ARTICLE III PAYMENT OF NOTES; STATEMENTS TO NOTEHOLDERS		41
Section 301.	Principal and Interest.	41
Section 302.	Trust Account.	41
Section 303.	Investment of Monies Held in the Trust Account, the Restricted Cash Account and Series Accounts.	48
Section 304.	Reports to Noteholders.	50
Section 305.	Records.	50
Section 306.	Restricted Cash Account.	51
Section 307.	CUSIP Numbers.	52
Section 308.	No Claim.	52
Section 309.	Compliance with Withholding Requirements.	52
Section 310.	Tax Treatment of Notes.	52
Section 311.	Subordination.	52
ARTICLE IV COLLATERAL		53
Section 401.	Collateral.	53
Section 402.	Pro Rata Interest.	54
Section 403.	Indenture Trustee’s Appointment as Attorney-in-Fact.	54
Section 404.	Release of Security Interest.	55
Section 405.	Administration of Collateral; Manager Transfer Facilitator Agreement and Intercreditor Collateral Agreement.	56
Section 406.	Quiet Enjoyment.	57
Section 407.	Intercreditor Collateral Agreement and Manager Transition Facilitator Agreement.	57

TABLE OF CONTENTS

(continued)

		Page
ARTICLE V RIGHTS OF NOTEHOLDERS; ALLOCATION AND APPLICATION OF NET ISSUER PROCEEDS; REQUISITE GLOBAL MAJORITY		57
Section 501.	Rights of Noteholders.	57
Section 502.	Allocations Among Series.	58
Section 503.	Determination of Requisite Global Majority.	58
ARTICLE VI COVENANTS		58
Section 601.	Payment of Principal and Interest, Payment of Taxes.	58
Section 602.	Maintenance of Office.	58
Section 603.	Corporate Existence.	59
Section 604.	Protection of Collateral.	59
Section 605.	Performance of Obligations.	60
Section 606.	Negative Covenants	61
Section 607.	Non-Consolidation of Issuer.	63
Section 608.	No Bankruptcy Petition.	64
Section 609.	Liens.	64
Section 610.	Other Indebtedness.	64
Section 611.	Guarantees, Loans, Advances and Other Liabilities.	64
Section 612.	Consolidation, Amalgamation, Merger and Sale of Assets; Ownership of the Issuer.	65
Section 613.	Other Agreements.	65
Section 614.	Charter Documents.	65
Section 615.	Capital Expenditures.	66
Section 616.	Permitted Activities.	66
Section 617.	Investment Company.	66
Section 618.	Payments of Collateral.	66
Section 619.	Notices.	66
Section 620.	Books and Records	67
Section 621.	Taxes	67
Section 622.	Subsidiaries	67
Section 623.	Investments	67
Section 624.	Use of Proceeds	67
Section 625.	Purchase of Additional Containers.	68
Section 626.	Financial Statements.	68
Section 627.	OFAC.	68
Section 628.	UNIDROIT Convention.	68
Section 629.	Other Information.	68
Section 630.	Separate Identity.	69
Section 631.	Amendment of Intercreditor Collateral Agreement; Termination of Management Agreement.	69
ARTICLE VII DISCHARGE OF INDENTURE; PREPAYMENTS		69
Section 701.	Full Discharge.	69
Section 702.	Prepayment of Notes.	70
Section 703.	Unclaimed Funds.	71

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES		72
Section 801.	Event of Default.	72
Section 802.	Acceleration of Stated Maturity; Rescission and Annulment.	74
Section 803.	Collection of Indebtedness.	75
Section 804.	Remedies.	76
Section 805.	Indenture Trustee May Enforce Claims Without Possession of Notes.	76
Section 806.	Allocation of Money Collected	77
Section 807.	Limitation on Suits.	77
Section 808.	Unconditional Right of Holders to Receive Principal, Interest and Commitment Fees.	78
Section 809.	Restoration of Rights and Remedies.	78
Section 810.	Rights and Remedies Cumulative.	78
Section 811.	Delay or Omission Not Waiver.	78
Section 812.	Control by Requisite Global Majority.	79
Section 813.	Waiver of Past Defaults.	79
Section 814.	Undertaking for Costs.	79
Section 815.	Waiver of Stay or Extension Laws.	80
Section 816.	Sale of Collateral.	80
Section 817.	Action on Notes.	81
ARTICLE IX CONCERNING THE INDENTURE TRUSTEE		81
Section 901.	Duties of Indenture Trustee.	81
Section 902.	Certain Matters Affecting the Indenture Trustee.	82
Section 903.	Indenture Trustee Not Liable.	84
Section 904.	Indenture Trustee May Own Notes.	84
Section 905.	Indenture Trustee’s Fees, Expenses and Indemnities.	85
Section 906.	Eligibility Requirements for Indenture Trustee.	85
Section 907.	Resignation and Removal of Indenture Trustee.	85
Section 908.	Successor Indenture Trustee.	86
Section 909.	Merger or Consolidation of Indenture Trustee.	87
Section 910.	Separate Indenture Trustees, Co-Indenture Trustees and Custodians.	87
Section 911.	Representations and Warranties.	89
Section 912.	Indenture Trustee Offices.	90
Section 913.	Notice of Event of Default.	90
ARTICLE X SUPPLEMENTAL INDENTURES		91
Section 1001.	Supplemental Indentures Not Creating a New Series Without Consent of Holders.	91
Section 1002.	Supplemental Indentures Not Creating a New Series with Consent of Holders.	92
Section 1003.	Execution of Supplemental Indentures.	93
Section 1004.	Effect of Supplemental Indentures.	93
Section 1005.	Reference in Notes to Supplemental Indentures.	94
Section 1006.	Issuance of Series of Notes.	94
Section 1007.	Amendments to Intercreditor Collateral Agreement.	95

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE XI HOLDERS LISTS		95
Section 1101.	Indenture Trustee to Furnish Names and Addresses of Holders	95
Section 1102.	Preservation of Information; Communications to Holders	96
ARTICLE XII EARLY AMORTIZATION EVENT		96
Section 1201.	Early Amortization Event.	96
ARTICLE XIII MISCELLANEOUS PROVISIONS		97
Section 1301.	Compliance Certificates and Opinions.	97
Section 1302.	Form of Documents Delivered to Indenture Trustee.	98
Section 1303.	Acts of Holders.	98
Section 1304.	Limitation of Rights; Third Party Beneficiary.	99
Section 1305.	Severability.	99
Section 1306.	Notices.	99
Section 1307.	Consent to Jurisdiction.	100
Section 1308.	Captions.	100
Section 1309.	Governing Law.	100
Section 1310.	No Petition.	101
Section 1311.	General Interpretive Principles.	101
Section 1312.	WAIVER OF JURY TRIAL	102
Section 1313.	Waiver of Immunity	102
Section 1314.	Judgment Currency	102
Section 1315.	Statutory References	103
Section 1316.	Counterparts	103
EXHIBIT A	RESERVED
EXHIBIT B	DEPRECIATION METHODS BY TYPE OF CONTAINER
EXHIBIT C	FORM OF PURCHASER LETTER
EXHIBIT D	FORM OF PURCHASER CERTIFICATION
EXHIBIT E	FORM OF NON-RECOURSE RELEASE
EXHIBIT F	RESERVED
EXHIBIT G	FORM OF CONTROL AGREEMENT
EXHIBIT H	INTERCREDITOR COLLATERAL AGREEMENT
EXHIBIT I	TABLE OF COST-EQUIVALENT UNITS (CEU'S)

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This Indenture, dated as of September 9, 2011 (as amended or supplemented from time to time as permitted hereby, the “Indenture”), between CAL Funding I Limited, an exempted company with limited liability incorporated and existing under the laws of Bermuda (the “Issuer”), and Wells Fargo Bank, National Association, a national banking association, as Indenture Trustee (the “Indenture Trustee”).

W I T N E S S E T H:

WHEREAS, the Issuer desires to issue from time to time asset-backed warehouse revolving notes and term notes pursuant to this Indenture;

WHEREAS, such notes will be full recourse obligations of the Issuer and will be secured by the Collateral; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Notes, when executed by the Issuer, authenticated by the Indenture Trustee and issued, the legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, and to make this Indenture a valid and binding agreement for the security of the Notes authenticated and delivered under this Indenture.

NOW THEREFORE, in consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other party, the Noteholders and each Interest Rate Hedge Provider:

GRANTING CLAUSE

To secure the payment of the Aggregate Outstanding Obligations and the performance of all of the Issuer’s covenants and agreements in this Indenture and each other Related Document to which it is a party, the Issuer hereby grants, assigns, conveys, mortgages, pledges, charges, hypothecates and transfers to Indenture Trustee, for the benefit of the Noteholders and each Interest Rate Hedge Provider, a first priority perfected security interest in and to all assets and property of the Issuer, whether now existing or hereafter acquired including, without limitation, all of the Issuer’s right, title and interest in, to and under the following whether now existing or hereafter created or acquired:

(i)             the Managed Containers and all other Transferred Assets;

(ii)            all Deposit Accounts and all Securities Accounts, including the Trust Account, the Restricted Cash Account, the Counterparty Collateral Account and any Series Account, and all cash and cash equivalents, Eligible Investments, Financial Assets, Investment Property, Securities Entitlements and other instruments or amounts credited or deposited from time to time in any of the foregoing;

(iii)           the Contribution and Sale Agreement, the Management Agreement, Interest Rate Hedge Agreement and each other Related Document to which the Issuer is a party;

(iv)          all Finance Lease Receivables and all other collections received by the Issuer from the operation of the Managed Containers, including any amount on deposit in the Manager Collection Account that, in accordance with the terms of the Intercreditor Agreement, is attributed to a Managed Container;

(v)           to the extent pertaining to the Managed Containers and other Transferred Assets, all Accounts;

(vi)          to the extent pertaining to the Managed Containers and other Transferred Assets, all Chattel Paper, and all Leases and all schedules, supplements, amendments, modifications, renewals, extensions and all guaranties and other credit support with respect to the foregoing and all rentals, payments and monies due and to become due in respect of the foregoing, and all rights to terminate or compel performance thereof;

(vii)         all Contracts provided that, if any such Contract relates to a Managed Container, such Lien will attach solely to the extent (but only to the extent that) such Contract pertains to the Managed Containers and the related Transferred Assets;

(viii)        all Documents provided that, if any such Document relates to a Managed Container, such Lien will attach solely to the extent (but only to the extent that) such Document pertains to the Managed Containers and the related Transferred Assets;

(ix)           all General Intangibles provided that, if such General Intangibles relate to a Managed Container, such Lien will attach solely to the extent (but only to the extent that) such General Intangible pertain to the Managed Containers and the related Transferred Assets;

(x)            all Instruments provided that, if such Instrument relates to a Managed Container, such Lien will attach solely to the extent (but only to the extent that) such Instrument pertains to the Managed Containers and the related Transferred Assets;

(xi)           all Inventory;

(xii)          all Supporting Obligations provided that, if such Supporting Obligation relates to a Managed Container, such Lien will attach solely to the extent (but only to the extent that) such Supporting Obligation pertains to the Managed Containers and the related Transferred Assets;

(xiii)         all Equipment;

(xiv)         all Letter of Credit Rights provided that, if such Letter of Credit Rights relate to a Managed Container, such Lien will attach solely to the extent (but only to the extent that) such Letter of Credit Rights pertain to the Managed Containers and the related Transferred Assets;

(xv)          all Commercial Tort Claims provided that, if such Commercial Tort Claim relates to a Managed Container, such Lien will attach solely to the extent (but only to the extent that) such Commercial Tort Claim pertains to the Managed Containers and the related Transferred Assets;

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(xvi)         all property of the Issuer including, without limitation, all property of every description now or hereafter in the possession or custody of or in transit to the Indenture Trustee for any purpose, including, without limitation, safekeeping, collection or pledge, for the account of the Issuer, or as to which the Issuer may have any right or power;

(xvii)        the right of the Issuer to terminate, perform under, or compel performance of the terms of the Container Related Agreements and all claims for damages arising out of the breach of any Container Related Agreement;

(xviii)       any guarantee of the Container Related Agreements and any rights of the Issuer in respect of any subleases or assignments permitted under the Container Related Agreements;

(xix)         all or any part of insurance proceeds of all or any part of the Collateral and all proceeds of the voluntary or involuntary disposition of all or any part of the Collateral or such proceeds;

(xx)          any and all payments made or due to the Issuer in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority and any other cash or non-cash receipts from the sale, exchange, collection or other disposition of all or any part of the Collateral;

(xxi)           to the extent not otherwise included, all income, payments and Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.

All of the property described in this Granting Clause is herein collectively called the “Collateral” and as such is security for the payment of the Aggregate Outstanding Obligations and the performance of all of the Issuer’s covenants and agreements in this Indenture and each other Related Document to which it is a party.  Notwithstanding the foregoing Grant, however, (i) no account, instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Prohibited Person and (ii) no Lease in which the Lessee is a Prohibited Person, shall, in either instance, constitute Collateral.

The Trustee's security interest in the foregoing Collateral shall be subject at all times to the provisions of the Intercreditor Collateral Agreement (to the extent that the Intercreditor Collateral Agreement is applicable thereto).

The Issuer hereby grants to the Indenture Trustee, for the benefit of the Noteholders and each Interest Rate Hedge Provider, each of (i) a fixed charge over the Issuer’s rights (but not its obligations) under the Contribution and Sale Agreement, each Interest Rate Hedge Agreement, and the Management Agreement, and (ii) a floating charge over all other assets of the Issuer.

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In furtherance of the foregoing, the Issuer hereby appoints the Indenture Trustee as its designee for purposes of exercising the power of attorney granted pursuant to Section 10.3 of the Management Agreement.

The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein required as hereinafter provided.  Notwithstanding the foregoing, the Indenture Trustee does not assume, and shall have no liability to perform, any of the Issuer’s obligations under any agreement included in the Collateral and shall have no liability arising from the failure of the Issuer or any other Person to duly perform any such obligations.

The Issuer hereby irrevocably authorizes the Indenture Trustee at any time, and from time to time, to file in any filing office in any UCC jurisdiction any financing statements (including any such financing statements claiming a security interest in all assets of the Issuer) and amendments thereto that (i) indicate the Collateral, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, and (ii) provide any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Issuer is an organization, the type of organization and any organizational identification number issued to the Issuer; provided, however, that the Indenture Trustee shall not be obligated to file, or authorize the filing of, any financing statements or amendments thereto except upon the written instruction from the Issuer or the Manager.  The Issuer agrees to furnish any such information to the Indenture Trustee promptly upon the Indenture Trustee’s request.  The Issuer also ratifies its authorization for the Indenture Trustee to have filed in any jurisdiction any similar initial financing statements or amendments thereto if filed prior to the date hereof.

ARTICLE I

DEFINITIONS

Section 101.           Defined Terms.

Capitalized terms used in this Indenture shall have the following meanings and the definitions of such terms shall be equally applicable to both the singular and plural forms of such terms:

Account:  Any “account”, as such term is defined in Section 9-102(a)(2) of the UCC.

Administrative Agent:  The Person performing the duties of the Administrative Agent under the Note Purchase Agreement; initially, Bank of America, National Association.

Administrative Agent Fee:  This term shall have the meaning set forth in the Note Purchase Agreement, as such agreement may be amended, modified and restated from time to time in accordance with its terms.

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Advance Rate:  This term shall have the meaning set forth in the related Supplement.

Affiliate:  With respect to a specified Person, any other Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person.  For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Aggregate Asset Value:  As of any date of determination, an amount equal to the sum of (i) the Aggregate Net Book Value and (ii) the Aggregate Finance Lease Balance.

Aggregate Finance Lease Balance:  As of any date of determination, the sum of the then Finance Lease Balance of all Eligible Finance Leases.

Aggregate Net Book Value:  As of any date of determination, an amount equal to the sum of the Net Book Values of all Eligible Containers then not subject to a Finance Lease.

Aggregate Outstanding Obligations:  As of any date of determination, an amount equal to the sum of (i) the Outstanding Obligations for all Series of Notes then Outstanding, and (ii) all other amounts owing by the Issuer to the Indenture Trustee, any Noteholder, or any Interest Rate Hedge Provider pursuant to the terms of any Related Document.

Aggregate Principal Balance:  As of any date of determination, an amount equal to the sum of the then unpaid principal balance of all Series of Notes then Outstanding.

Applicable Law:  With respect to any Person or Managed Container, all law, treaties, judgment, decrees, injunctions, waits, rules, regulations, orders, directives, concessions, licenses and permits of any Governmental Authority applicable to such Person or its Property or in respect of its operations.

Asset Base:  As of any date of determination, an amount equal to the sum of (a) the product of (i) the Advance Rate and (ii) the Aggregate Asset Value, determined as of the end of the immediately preceding Collection Period, and (b) the amount on deposit in the Restricted Cash Account on such Payment Date, after giving effect to all deposits to and withdrawals from the Restricted Cash Account on such date.

Asset Base Deficiency: The condition that exists on any Payment Date if the then Aggregate Principal Balance (calculated to include all principal payments actually paid on such date) exceeds the Asset Base.

Asset Base Report:  This term shall have the meaning set forth in the Management Agreement.

Authorized Signatory:  Any Person designated by written notice delivered to the Indenture Trustee as authorized to execute documents and instruments on behalf of a Person.

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Available Distribution Amount:  For any Payment Date, an amount equal to the sum (without duplication) of (i) ONOI (as defined in the Management Agreement) plus the Miscellaneous Owner Proceeds (as defined in the Management Agreement), Sales Proceeds, Issuer’s share of Casualty Proceeds and Indemnification Proceeds (as defined in the Management Agreement) for all Managed Containers received from the Manager pursuant to the terms of the Management Agreement during the immediately preceding Collection Period, less certain sums deducted in accordance with the terms of the Management Agreement, (ii) all amounts received by the Issuer on the related Determination Date pursuant to any Interest Rate Hedge Agreement, (iii) all Warranty Purchase Amounts and Manager Advances received by the Issuer since the immediately preceding Determination Date, (iv) all other amounts deposited into the Trust Account during the immediately preceding Collection Period pursuant to the terms of the Management Agreement and (v) any earnings on Eligible Investments in the Trust Account to the extent that such earnings were credited to such account during the related Collection Period.

Back-up Manager Event:  With respect to each Series of Notes, this term shall have the meaning set forth in the related Supplement.

Bankruptcy Code:  The United States Bankruptcy Reform Act of 1978, as amended.

Book-Entry Custodian:  The Person appointed pursuant to the terms of this Indenture to act in accordance with a certain letter of representations agreement such Person has with the Depositary, in which the Depositary delegates its duties to maintain the Book-Entry Notes to such Person and authorizes such Person to perform such duties.

Book-Entry Notes:  Collectively, the Rule 144A Book-Entry Notes, the Regulation S Temporary Book-Entry Notes and the Unrestricted Book-Entry Notes.

Business Day:  Any day other than a Saturday, a Sunday or a day on which the New York Stock Exchange, the Federal Reserve Bank or banking institutions in San Francisco, California, New York, New York, London, United Kingdom, Amsterdam, The Netherlands or the city in which the Corporate Trust Office is located, are authorized or are obligated by law, executive order or governmental decree to be closed.

CAI:  CAI International Inc., a corporation organized under the laws of the State of Delaware.

CAL:  Container Applications Limited, a company organized under the laws of Barbados and a wholly-owned subsidiary of CAI, and its successors and permitted assigns.

Capital Stock:  Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any foregoing.

Capitalized Leases:  Leases under which CAI or any of its Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

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Casualty Loss:  Any of the following events with respect to any Managed Container:  (a) the actual total loss or constructive total loss of such Managed Container, (b) the loss, theft or destruction of such Managed Container (including any failure to recover a  Managed Container that is or was subject to a Defaulted Lease or a defaulted Finance Lease that continues after the Manager has exhausted available legal process), (c) such Managed Container is damaged beyond repair or permanently rendered unfit for normal use for any reason whatsoever, (d) the seizure, condemnation, confiscation, forced sale or other taking of title to or use of such Managed Container, (e) if such Managed Container is subject to a Lease, such Managed Container shall have been deemed under its Lease to have suffered a casualty loss as to the entire Managed Container or (f) the value of such Managed Container in the accounting records of the Issuer has been written off by the Issuer (or the Manager, on behalf of the Issuer) as required by GAAP. In determining the date on which a Casualty Loss occurred, the application of the time frames set forth in clauses (a) through (f) above shall in no event result in the deemed occurrence of a Casualty Loss prior to the date on which an officer of the Issuer or the Manager obtains actual knowledge of such Casualty Loss.

Casualty Proceeds:  This term shall have the meaning set forth in the Management Agreement.

CEU:A cost-equivalent unit which is a fixed unit of measurement based on the cost of a Container relative to the cost of each respective type of Container as listed on Exhibit I.

Chattel Paper: Any lease (including any Finance Lease) or other “chattel paper”, as such term is defined in Section 9-102(a)(11) of the UCC.

Class:  With respect to any Series, all Notes within such Series having the same rights to payment under the relatedSupplement.

Closing Date:  This term shall have the meaning set forth in the related Supplement.

Code:  The Internal Revenue Code of 1986, as amended, or any successor statute thereto.

Collateral:  This term shall have the meaning set forth in the Granting Clause of this Indenture.

Collection Period.  For any Payment Date, the period from the first day of the calendar month immediately preceding the month in which such Payment Date occurs through and including the last day of such calendar month.

Collections:  With respect to any Collection Period, all payments (including any cash proceeds) actually received by the Issuer with respect to the Managed Containers and the other items of Collateral, including amounts distributed by the Manager to the Issuer pursuant to Section 7.2 of the Management Agreement or otherwise.

Commercial Tort Claims:  Any “commercial tort claim”, as such term is defined in 9-102(a)(13) of the UCC.

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Competitor:  Any Person engaged and competing with any of the Issuer, CAL, CAI or the Manager in the Container leasing business and any Affiliate of any such Person; provided, however, that in no event shall any insurance company, bank, bank holding company, savings institution or trust company, fraternal benefit society, pension, retirement or profit sharing trust or fund, or any collateralized bond obligation fund or similar fund (or any trustee of any such fund) or any holder of any obligations of any such fund (solely as a result of being such a holder) be deemed to be a Competitor solely as a result of being an Affiliate of a Competitor, provided that firewalls are put in place to prevent confidential information of the Issuer or Manager from being distributed to the Competitor.

Consolidated EBIT:  With respect to any fiscal period, an amount equal to the sum of (a) Consolidated Net Income (or Deficit) of CAI and its Subsidiaries for such fiscal period, plus (b) in each case to the extent deducted in the calculation of such Person's Consolidated Net Income and without duplication, (i) depreciation and amortization for such period, plus (ii) income tax expense for such period, plus (iii) Consolidated Total Interest Expense paid or accrued during such period, plus (iv) other noncash charges for such period, plus (c) principal payments received by CAI or any of its Subsidiaries during such period with respect to Direct Finance Leases, all as determined in accordance with GAAP.

Consolidated Funded Debt:  At any time of determination, with respect to CAI and its Subsidiaries, the sum, without duplication, of (a) the aggregate amount of Indebtedness of CAI and its Subsidiaries, on a consolidated basis, relating to (i) the borrowing of money or the obtaining of credit, including the issuance of notes or bonds, (ii) the deferred purchase price of assets (other than trade payables (including trade payables to manufacturers) incurred in the ordinary course of business), (iii) Capitalized Leases, (iv) Rental Obligations, and (v) the maximum drawing amount of all letters of credit outstanding plus (b) Indebtedness of the type referred to in clause (a) of another Person guaranteed by CAI or any of its Subsidiaries.

Consolidated Net Income (or Deficit):  The consolidated net income (or deficit) of CAI and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP, after eliminating therefrom all non-recurring non-cash gains or losses and any unrealized adjustments, whether positive or negative, resulting from interest rate protection agreements or swap contracts in respect of currency hedging entered into in the ordinary course of business.

Consolidated Tangible Net Worth:  As of any date of determination, for CAI and its Subsidiaries on a consolidated basis, Shareholders’ Equity of CAI and its Subsidiaries on such date minus the Intangible Assets of CAI and its Subsidiaries on such date; provided that the calculation of Consolidated Tangible Net Worth shall exclude any unrealized adjustments, whether positive or negative, resulting from interest rate protection agreements or swap contracts in respect of currency hedging entered into in the ordinary course of business.

Consolidated Total Interest Expense:  For any period, the aggregate amount of interest required to be paid or accrued by CAI or any of its Subsidiaries during such period on all Indebtedness of CAI or such Subsidiary outstanding during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest in respect of any Capitalized Lease or any Synthetic Lease, and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with the borrowing of money.

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Container:  Any dry freight cargo, high cube, flat rack, refrigerated (including associated generator sets) or other type of marine or intermodal container.

Container Related Agreement:  Any agreement relating to the Managed Containers or agreements relating to the use or management of such Managed Containers whether in existence on any Series Issuance Date or thereafter acquired, including, but not limited to, all Leases, the Management Agreement, the Contribution and Sale Agreement and the Chattel Paper; provided, that any such agreement shall be deemed a “Container Related Agreement” only to the extent that they pertain to the Managed Containers.

Container Representations and Warranties:  This term shall have the meaning set forth in the Contribution and Sale Agreement.

Contracts:  All contracts, undertakings, franchise agreements or other agreements (other than rights evidenced by Chattel Paper, Documents or Instruments), arising out of or in any way related to the Managed Containers or to the Notes, in or under which Issuer may now or hereafter have any right, title or interest, including, without limitation, the Management Agreement, the Contribution and Sale Agreement, any Interest Rate Hedge Agreements and any related agreements, security interests or UCC or other financing statements and, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof.

Contribution and Sale Agreement:  The Contribution and Sale Agreement, dated as of September 9, 2011, between the Issuer and CAL, as such agreement may be amended, modified or supplemented from time to time in accordance with its terms.

Control Agreement:  A control agreement, among the Issuer, the Indenture Trustee and the Securities Intermediary, which shall be substantially in the form of Exhibit G to this Indenture, for each of the Trust Account, the Restricted Cash Account and each Series Account.

Control Party:  With respect to a Series, this term shall have the meaning set forth in the Supplement for the related Series.

Conversion Date:  With respect to any Series of Warehouse Notes, the date on which a Conversion Event occurs with respect to such Series of Warehouse Notes.

Conversion Event:  With respect to any Series of Warehouse Notes, any event that will result in the termination of the revolving period for such Series and the commencement of principal amortization of such Series as set forth in the related Supplement.

Corporate Trust Office:  The principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered.  As of the Closing Date, such office is located at MAC N9311-161, Sixth Street and Marquette Avenue, Minneapolis, MN 55479; Attention:  Corporate Trust Services - Asset-Backed Administration, Telephone: (612) 667-8058, Facsimile: (612) 667-3464.

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Corporate Trust Officer:  Any Treasurer, Assistant Treasurer, Assistant Trust Officer, Trust Officer, Assistant Vice President, Vice President or Senior Vice President of the Indenture Trustee or any other officer who customarily performs functions similar to those performed by the Persons who at the time shall be such officers to whom any corporate trust matter is referred because of their knowledge of and familiarity with the particular subject.

Default Interest:  The incremental interest specified in the related Supplement payable by the Issuer resulting from (i) the failure of the Issuer to pay when due any principal of or interest on the Notes of the related Series or (ii) the occurrence of an Event of Default with respect to such Series.

Defaulted Lease:  Any Lease as to which any of the following events or conditions apply:

(i)            the Manager has or should have determined in accordance with the terms of the Management Agreement that all or any material portion of any regularly scheduled rental payments or end of term payments owing pursuant to the terms of such Lease are wholly or partially uncollectible;

(ii)           both of the following shall have occurred:  (a) the Lessee under such Lease is the subject of an Insolvency Proceeding and (b) the Lessee shall not be current in its obligations 90 days after the commencement of such Insolvency Proceeding; or

(iii)           the Manager has repossessed the equipment or is otherwise exercising remedies with respect to such Lease.

Definitive Note:  A Note issued in physical form pursuant to the terms and conditions of Section 202 hereof.

Deposit Account:  Any “deposit account,” as such term is defined in Section 9-102(a)(29) of the UCC.

Depositary:  The Depository Trust Company until a successor depositary shall have become such pursuant to the applicable provisions of this Indenture and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder.  For purposes of this Indenture, unless otherwise specified pursuant to Section 202, any successor Depositary shall, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or regulation.

Depositary Participants:  A broker, dealer, bank, other financial institution or other Person for whom from time to time the Depositary effects book-entry transfers and pledges of securities deposited with the Depositary.

Depreciation Expense:  With respect to any calculation of the Asset Base, means either (i) the Depreciation Policy or (ii) such other depreciation policy as may be utilized by the Manager from time to time, with the prior written consent of the Control Party for each Series.

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Depreciation Policy:  The depreciation policy set forth as Exhibit B hereto, as it may be amended from time to time in accordance with this Indenture.

Determination Date:  The fourth (4th) Business Day prior to the related Payment Date.

Direct Finance Leases:  A lease that satisfies the criteria for classification as a capital lease pursuant to GAAP, including under Financial Accounting Standards Board Statement No. 13, as amended.

Discount Rate:  For purposes of determining the Aggregate Finance Lease Balance as of any date of determination, an interest rate per annum equal to the Effective Annual Yield of such Finance Lease.

Documents:  Any “documents,” as such term is defined in Section 9-102(a)(30) of the UCC.

Dollars:  Dollars and the sign “$” means lawful money of the United States of America.

Early Amortization Event:  The occurrence of any of the events or conditions set forth in Section 1201 hereof.

EBIT:  For any fiscal quarter, Net Income (deficit) before Interest Expense and taxes, determined in accordance with GAAP, includinggains and losses from the sale of assets and foreign exchange transactions, but excluding gains or losses resulting from changes in the Depreciation Policy and excluding unrealized gains or losses arising from implementation of Statement of Financial Accounting Standards No. 133 relating to “marking to market” of interest and foreign exchange hedges issued by the Financial Accounting Standards Board.

EBIT Ratio:  For the Issuer as of any date of determination, the ratio of (a) aggregate EBIT to (b) aggregate Interest Expense, in each case for the most recently concluded six (6) fiscal quarters.

Effective Annual Yield:  The annualized interest rate on a Lease computed using compound interest techniques, determined as of the date of lease commencement.

Eligible Account:  Any of (a) a segregated trust account with an Eligible Institution, (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States or any of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), and acting as a trustee for funds deposited in such account, so long as the senior securities of such depository institution shall have a credit rating from each of Moody’s and Standard & Poor’s in one of its generic credit rating categories no lower than “A3” or “A-”, as the case may be, or (c) an account held with the Indenture Trustee.

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Eligible Container:  As of any date of determination, any Managed Container which, when considered with all other Managed Containers, shall comply with each of the following requirements:

(i)            Specifications.  The Managed Container conforms to (i) the standard specifications used by the Manager for that category of container and to any applicable industry standards, or (ii) if such Managed Container is subject to a Finance Lease, to the standard specification of either the Manager or the Lessee;

(ii)           Casualty Losses.  Such Managed Container shall not have suffered a Casualty Loss;

(iii)           Title.  The Seller shall have had good and marketable title to such Managed Container at the time of sale to the Issuer;

(iv)           Purchase Price.  The purchase price paid by the Seller for such Managed Container was not greater than the Fair Market Value of such container at the time of acquisition by the Seller;

(v)           General Trading Terms.  The Leases for such Managed Containers shall be entered into or acquired in the ordinary course of business and contain commercially reasonable terms, consistent with the general trading terms the Manager uses in its normal course of business;

(vi)           No Prohibited Person or Prohibited Jurisdiction.  Such Managed Container is then not on lease to a Prohibited Person, and to the actual knowledge of the Issuer or the Manager, is not subleased to a Prohibited Person or located, operated or used in a Prohibited Jurisdiction unless it is used by the government of the United States or one of its allies or pursuant to a license granted by the Office of Foreign Assets Control of the United States Treasury Department;

(vii)         Good Title; No Liens.  The Issuer has good and marketable title to such Managed Container, free and clear of all Liens other than (i) Permitted Encumbrances, and (ii) if Managed Container is subject to a Lease, those Liens that the Lessee is required to remove pursuant to the terms of such Lease;

(viii)        Container Representations and Warranties.  Each Managed Container complies with the Container Representations and Warranties applicable to such Managed Container;

(ix)           Bankrupt Lessee under Finance Leases.  If such Managed Container is then subject to a Finance Lease, such Finance Lease is not a Defaulted Finance Lease;

(x)           Maximum Concentration of Specialized Containers.  The sum of the Net Book Values of all specialized Containers (other than twenty foot (20’) dry freight, forty foot (40’) dry freight or forty foot (40’) high cube dry freight cargo Containers) and twenty foot (20’) and forty foot (40’) refrigerated containers and associated generator sets then owned by the Issuer shall not exceed an amount equal to thirty-five percent (35%) of the Aggregate Asset Value;

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(xi)           Finance Leases.  The sum of the Finance Lease Balances of all Eligible Containers then owned by the Issuer then subject to a Finance Lease shall not exceed an amount equal to thirty percent (30%) of the Aggregate Asset Value, and the UCC filing specified in Section 2.03(a)(iv) of the Contribution and Sale Agreement shall have been made with respect to such Finance Leases;

(xii)          Non-Monthly Leases.  The percentage of CEUs of all Eligible Containers that are subject to Leases specifying that rental payments are payable less frequently than monthly shall not exceed five percent (5%) of the aggregate number of CEUs of all Eligible Containers on such date;

(xiii)         Non-United States Dollar Leases.  The percentage of CEUs of all Eligible Containers that are subject to Leases specifying payment in a currency other than United States Dollars and that are not sufficiently hedged in accordance with the currency hedging policy approved by the Requisite Global Majority shall not exceed two percent (2%) of the aggregate number of CEUs of all Eligible Containers on such date;

(xiv)         Maximum Concentration for Single Lessee.  Any single lessee (or sublessee) shall not exceed twenty percent (20%) of the Aggregate Asset Value;

(xv)          Maximum Concentration of Top Three Lessees.  The sum of the Net Book Values of all Eligible Containers that are on Lease to any three (3) lessees (or sublessees) shall not exceed sixty percent (60%) of the Aggregate Asset Value;

(xvi)         Maximum Concentration of Finance Leases by Lessee.  The sum of the Finance Lease Balances of all Eligible Containers that are subject to Finance Leases with a single Lessee shall not exceed ten percent (10%) of the Aggregate Asset Value;

(xvii)        No Violation.  The contribution and conveyance of such Managed Container to the Issuer does not violate any agreement to which the related Seller is a party or by which it or its properties are bound;

(xviii)       Assignability.  The Lease rights with respect to such Container are freely assignable without the consent of any Person other than consents which have been obtained;

(xix)         All Necessary Actions Taken.  The related Seller and the Issuer shall have taken all necessary actions set forth in the Contribution and Sale Agreement to transfer from the Seller to the Issuer title to such Container and all related Leases; and

(xx)           Restrictions on Leases to Affiliates.  No Lessee of a Managed Container is the Manager, the Issuer or any of their respective Affiliates, as lessee.

The foregoing requirements are subject to modification at the request of Issuer upon satisfaction of the Rating Agency Condition (if any Series of Notes then Outstanding has been rated by at least one of the Rating Agencies) and receipt of the prior written consent of the Requisite Global Majority:

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Eligible Finance Lease:  A Finance Lease that complies with all of the following:  (i) the related Managed Container is not on lease to a Prohibited Person unless it is used pursuant to a license granted by OFAC; (ii) the Finance Lease is not a Defaulted Lease; and (iii) such Finance Lease and the related receivables are subject to no Liens other than Permitted Encumbrances.

Eligible Institution:  Any one or more of the following institutions:  (i) the corporate trust department of the Indenture Trustee; provided that the Indenture Trustee maintains a long-term unsecured senior debt rating of at least “A” or better from Standard & Poor’s or “A2” or better from Moody’s (so long as Notes deemed Outstanding hereunder are rated by Moody’s), or (ii) a depositary institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), (a) which has both (x) a long-term unsecured senior debt rating of not less than “A” by Standard & Poor’s Ratings Group and “A2” by Moody’s Investors Service, Inc., and (y) a short-term unsecured senior debt rating rated in the highest rating category by each Rating Agency and (b) whose deposits are insured by the Federal Deposit Insurance Corporation.

Eligible Investments:  One or more of the following:

(i)            direct obligations of, and obligations fully guaranteed as to the timely payment of principal and interest by, the United States or obligations of any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States;

(ii)           certificates of deposit and bankers’ acceptances (which shall each have an original maturity of not more than three hundred sixty-five (365) days) of any United States depository institution or trust company incorporated under the laws of the United States or any State and subject to supervision and examination by federal and/or State authorities, provided that the long-term unsecured senior debt obligations of such depository institution or trust company at the date of acquisition thereof have been rated “AA-/Aa3” or the equivalent or better by the Rating Agencies, or the short-term unsecured senior debt obligations of such depository institution or trust company are rated by each Rating Agency in its highest rating category;

(iii)           commercial paper (having original maturities of not more than two hundred seventy (270) days) of any corporation incorporated under the laws of the United States or any State thereof which on the date of acquisition has been rated by each Rating Agency in the highest short-term unsecured commercial paper rating category;

(iv)           any money market fund that has been rated by each Rating Agency in its highest rating category (including any designations of “plus” or “minus”) or that invests solely in Eligible Investments;

(v)           eurodollar deposits (which shall each have an original maturity of not more than three hundred sixty-five (365) days) of any depository institution or trust company, provided that the long-term unsecured senior debt obligations of such depository institution or trust company at the date of acquisition thereof have been rated “AA-/Aa3” or the equivalent or better by the Rating Agencies, or the short-term unsecured senior debt obligations of such depository institution or trust company are rated by each Rating Agency in its highest rating category; and

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(vi)           other obligations or securities that are acceptable to each Rating Agency as an Eligible Investment hereunder and will not result in a reduction or withdrawal in the then current rating of the Notes as evidenced by a letter to such effect from each Rating Agency.

Nothing in the definition of “Eligible Investments” is intended to prohibit the Issuer from acquiring (to the extent permitted above) an Eligible Investment issued by the Indenture Trustee or an Affiliate of the Indenture Trustee.

Entitlement Order:  Any “entitlement order” as defined in Section 8-102(8) of the UCC.

Equipment:  Any “equipment” as defined in Section 9-102(a)(33) of the UCC.

ERISA:  The Employee Retirement Income Security Act of 1974, as amended.

ERISA Affiliate:  With respect to any Person, any other Person meeting the requirements of paragraphs (b), (c), (m) or (o) of Section 414 of the Code.

Event of Default:  With respect to any Series, the occurrence of any of the events or conditions set forth in Section 801 of this Indenture.

Exchange Act:  The Securities Exchange Act of 1934, as amended.

Existing Commitment:  With respect to (A) each Series of Warehouse Notes (i) prior to its Conversion Date, the aggregate Initial Commitment to issue Notes, consisting of one or more classes, expressed as a dollar amount, as set forth in the related Supplement and subject to reduction from time to time in accordance with the related Supplement, and (ii) after its Conversion Date, the then unpaid principal balance of the Notes of such Series, and (B) each Series of Term Notes, the then unpaid principal balance of the Notes of such Series.

Expected Final Payment Date:  With respect to any Series, the date on which the principal balance of the Outstanding Notes of such Series are expected to be paid in full.  The Expected Final Payment Date for a Series shall be set forth in the related Supplement.

Fair Market Value:  An amount equal to the value which would be obtained in an arm’s length sales transaction between an informed and willing purchaser under no compulsion to buy and an informed and willing seller under no compulsion to sell.

Finance Lease:  A Lease pursuant to which the Manager leases Containers to a Lessee and (a) the terms of such lease provide that title to such Containers will pass to such Lessee at the end of the lease term automatically or at the option of the Lessee for no additional consideration or for consideration so nominal that the lessee would be economically compelled to exercise such option and (b) the interest component of the proceeds of such lease are booked on the Issuer’s financial statements as “Income from Direct Finance Leases” in accordance with GAAP.

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Finance Lease Balance:  As of any date of determination, with respect to any Container that is then subject to an Eligible Finance Lease, an amount equal to the present value (determined using the Discount Rate) of the remaining Lease Payments becoming due under such Finance Lease after such date of determination; provided, however, that (i) the Finance Lease Balance of (A) any Finance Lease that is a Defaulted Lease or (B) a Finance Lease that has been repurchased or for which Seller has defaulted in its obligation to repurchase such Finance Lease shall, in each case, be equal to zero and (ii) with respect to any Lease Payment that remains unpaid for more than ninety (90) days (measured from its contractual due date), such Lease Payment shall be deemed to have a value of zero for purposes of calculating the Finance Lease Balance of such Finance Lease.

Financial Asset:  Any “financial asset” as such term is defined in Section 8-102(a)(9) of the UCC.

Fleet:  As of any date of determination, both of the following collectively: (i) the Managed Containers and (ii) without duplication of clause (i), all other Containers then managed by Manager or CAI.

Funding Date:  Has the meaning set forth in the related Supplement.

General Intangibles:  Any “general intangible” as such term is defined in Section 9-102(a)(42) of the UCC.

Generally Accepted Accounting Principles or GAAP:  With respect to any Person, those generally accepted accounting principles and practices which are recognized as such by (i) the American Institute of Certified Public Accountants acting through its Accounting Principles Board or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof consistently applied as to the party in question or (ii) such other equivalent entity(ies) that has or have authority for promulgating accounting principles and practices applicable to such Person; provided that for purposes of calculating depreciation of the Managed Containers for purposes of this Agreement only, the Depreciation Policy shall apply.

Governmental Authority:  Any of the following:  (i) any national, state or other sovereign government, and any federal, regional, state, provincial, local, city government or other political subdivision, (ii) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body or (iii) any court or administrative tribunal.

Grant:  To grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and perfect a security interest in and right of set-off against, deposit, set over and confirm.

Holder:  See Noteholder.

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Indebtedness:  As to any Person and whether recourse is secured by or is otherwise available against all or only a portion of the assets of such Person and whether or not contingent, but without duplication:

(a)           every obligation of such Person for money borrowed,

(b)           every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses,

(c)           every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person,

(d)           every obligation of such Person issued or assumed as the deferred purchase price of property or services (including securities repurchase agreements but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business which are not overdue or which are being contested in good faith),

(e)           every obligation of such Person under any Capitalized Lease,

(f)            every obligation of such Person under any Synthetic Lease,

(g)           all sales by such Person of (i) accounts or general intangibles for money due or to become due, (ii) chattel paper, instruments or documents creating or evidencing a right to payment of money or (iii) other receivables (collectively “receivables”), whether pursuant to a purchase facility or otherwise, other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement, and together with any obligation of such Person to pay any discount, interest, fees, indemnities, penalties, recourse, expenses or other amounts in connection therewith,

(h)           every obligation of such Person (an “equity related purchase obligation”) to purchase, redeem, retire or otherwise acquire for value any shares of Capital Stock issued by such Person or any rights measured by the value of such Capital Stock,

(i)            every obligation of such Person under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices (a “derivative contract”),

(j)            every obligation in respect of Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent that such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor and such terms are enforceable under applicable law,

(k)           every obligation, contingent or otherwise, of such Person guaranteeing, or having the economic effect of guarantying or otherwise acting as surety for, any obligation of a type described in any of clauses (a) through (j) (the “primary obligation”) of another Person (the “primary obligor”), in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person (i) to purchase or pay (or advance or supply funds for the purchase of) any security for the payment of such primary obligation, (ii) to purchase property, securities or services for the purpose of assuring the payment of such primary obligation, or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such primary obligation, and

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(l)            all Rental Obligations of such Person;

provided, however, that, for the avoidance of doubt, any trade payables owing to manufacturers incurred in the ordinary course of business that is not delinquent shall not be deemed Indebtedness for the purposes of this definition.

The “amount” or “principal amount” of any Indebtedness at any time of determination represented by (i) any Indebtedness, issued at a price that is less than the principal amount at maturity thereof, shall be the amount of the liability in respect thereof determined in accordance with GAAP, (ii) any Capitalized Lease shall be the principal component of the aggregate of the rental obligation under such Capitalized Lease payable over the term thereof that is not subject to termination by the lessee, (iii) any sale of receivables shall be the amount of unrecovered capital or principal investment of the purchaser (other than the Issuer or any of its wholly-owned Subsidiaries) thereof, excluding amounts representative of yield or interest earned on such investment, (iv) any Synthetic Lease shall be the stipulated loss value, termination value or other equivalent amount, (v) any derivative contract shall be the maximum amount of any termination or loss payment required to be paid by such Person if such derivative contract were, at the time of determination, to be terminated by reason of any event of default or early termination event thereunder, whether or not such event of default or early termination event has in fact occurred, (vi) any equity related purchase obligation shall be the maximum fixed redemption or purchase price thereof inclusive of any accrued and unpaid dividends to be comprised in such redemption or purchase price, and (vii) any guaranty or other contingent liability referred to in clause (k) shall be an amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty or other contingent obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

Indenture:  This Indenture, dated as of September 9, 2011, between the Issuer and the Indenture Trustee and all amendments hereofand supplements hereto, including, with respect to any Series or Class, the related Supplement.

Indenture Trustee:  The Person performing the duties of the Indenture Trustee under this Indenture.

Indenture Trustee Fee:  The compensation payable to the Indenture Trustee for its services under this Indenture and the other Related Documents to which it is a party, including, without limitation, all amounts owed to the Indenture Trustee pursuant to its Schedule of Fees dated May 6, 2011.  Indenture Trustee Fees do not include Indenture Trustee Indemnified Amounts.

Indenture Trustee Indemnified Amounts:  This term shall have the meaning set forth in Section 905 of the Indenture.

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Independent Accountants:  KPMG LLP or other independent certified public accountants of internationally recognized standing selected by Issuer and acceptable to the Administrative Agent.

Independent Management Provider:            AMACAR Group LLC.

Independent Management Provider Fees:            $5,500 per annum.

Initial Commitment:  With respect to any Series, the aggregate initial commitment, expressed as a dollar amount, to purchase up to a specified principal balance of all Classes of such Series, which commitments shall be set forth in the related Supplement.

Insolvency Law:  Each of the Bankruptcy Code, the Companies Act 1981 of Bermuda, the Bankruptcy Code and Insolvency Act of Barbados or other similar Applicable Law in any other applicable jurisdiction.

Insolvency Proceeding:  Any Proceeding under any applicable Insolvency Law.

Instrument:  Any “instrument,” as such term is defined in Section 9-102(a)(47) of the UCC.

Intangible Assets:  Assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

Intercreditor Collateral Agreement:  The Intercreditor Collateral Agreement (as amended, modified or supplemented from time to time), dated as of December 20, 2010, by and among CAI, the Issuer, certain “Lenders”, “Owners”, the “Revolver Agent”, the “Collateral Agent” (as each such term is defined therein) and certain other Persons that from time to time become party thereto.

Interest Expense:  For any period, the aggregate amount of interest expense as shown for such period on the income statement of the Issuer, determined in accordance with GAAP.

Interest Payment:For each Series of Notes Outstanding on any Payment Date, all amounts to be paid from the related Series Account on such Payment Date which represent payments of (i) interest (but not Default Interest or Step Up Warehouse Fee) on such Series of Notes and (ii) commitment fees or deal agent fees payable to the Holders of such Series of Notes.

Interest Rate Hedge Agreement:   This term shall have the meaning set forth in the related Supplement.

Interest Rate Hedge Provider:  This term shall have the meaning set forth in the related Supplement.

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Inventory:  Any “inventory,” as such term is defined in Section 9-102(a)(48) of the UCC.

Investment:  When used in connection with any Person, any investment by or of that Person, whether by means of purchase or other acquisition of securities of any other Person or by means of loan, advance, capital contribution, guaranty or other debt or equity participation or interest in any other Person including any partnership and joint venture interests of each Person in any other Person.  The amount of any Investment shall be the original principal or capital amount thereof, plus additional paid in capital (including, without limitation, share premium and contributed surplus), plus retained earnings, less all returns of principal or equity thereon (and without adjustment by reason of the financial condition of such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property.

Investment Property:  Any “investment property” as such term is defined in Section 9-102(a)(49) of the UCC.

Issuer:  CAL Funding I Limited, an exempted company with limited liability incorporated under the laws of Bermuda.

Issuer Expenses:  For any Collection Period an amount equal to overhead and all other costs, expenses and liabilities of the Issuer (other than Operating Expenses paid pursuant to the Management Agreement and any Management Fee) payable during such Collection Period (including costs and expenses permitted to be paid to or by the Manager in connection with the conduct of the Issuer’s business), in each case determined on a cash basis, including but not limited to the following:

(A) administration expenses;

(B) accounting and audit expenses of the Issuer, and tax preparation, filing and audit expenses of the Issuer;

(C) premiums for liability, casualty, fidelity, directors and officers and other insurance;

(D) directors’ fees and expenses, including fees and expenses of the Director Services Provider;

(E) legal fees and expenses;

(F) other professional fees;

(G) taxes (including personal or other property taxes and all sales, value added, use and similar taxes but excluding any such amounts that are included as an Operating Expense);

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(H) taxes imposed in respect of any and all issuances of equity interests, stock exchange listing fees, registrar and transfer expenses and trustee’s fees with respect to any outstanding securities of the Issuer; and

(I) surveillance fees assessed by the Rating Agencies.

Notwithstanding the foregoing, Issuer Expenses shall not include (i) depreciation or amortization on the Managed Containers, (ii) payments of principal, interest and premium, if any, on or with respect to the Notes, or (iii) funds used to acquire additional Containers.  In no event shall the Manager be obligated to pay any Issuer Expenses from its own funds.

Issuer Proceeds:  This term shall have the meaning set forth in the Management Agreement.

Lease:  A lease for one or more Containers between CAL (as agent on behalf of Issuer) or CAI (as agent on behalf of Issuer) as Lessor, and the user of such Container(s), as Lessee, which is administered by CAL or CAI (as the case may be) as agent of Issuer.  A Lease may cover one or more containers from CAI's and CAL's Fleet in addition to Issuer’s Container(s).

Lease Payment.  The minimum periodic contractual payment to be made by the Lessee for the use of the related equipment.

Legal Final Payment Date:  With respect to any Series, the date set forth in the related Supplement on which the unpaid principal balance of, and accrued interest on, the Notes of such Series will be due and payable.  The Legal Final Payment Date for a Series shall be set forth in the related Supplement.

Lessee:  Each lessee that leases a Container pursuant to a Lease.

Letter of Credit Right:  Any “letter-of-credit right,” as such term is defined in Section 9-102(a)(51) of the UCC.

LIBOR Rate:  This term shall have the meaning set forth in the related Supplement.

Lien:  Any security interest, lien, charge, pledge, equity or encumbrance of any kind.

Managed Containers:  As of any date of determination, all Containers then owned by the Issuer.

Management Agreement:  The Container Management Services Agreement, dated as of September 9, 2011, among the Manager, the Sub-Manager and the Issuer, as such agreement shall be amended, supplemented or modified from time to time in accordance with its terms.

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Management Fee:  The term shall have the meaning as set forth in the definition of “Total Management Fees” in the Management Agreement.

Management Fee Arrearage:  For any Payment Date, an amount equal to any unpaid Management Fee from all prior Collection Periods.

Manager:  The Person performing the duties of the Manager under the Management Agreement; initially, CAL.

Manager Collection Account:  The term shall have the meaning as set forth in the Intercreditor Agreement.

Manager Advance:  The term shall have the meaning as set forth in the Management Agreement.

Manager Default:  The occurrence of any of the events or conditions designated as an “Event of Default” in the Management Agreement.

Manager Report:  A certificate and written informational statement, substantially in the form attached to the Management Agreement, and signed and certified by an Authorized Signatory of the Manager or one of its permitted Affiliates on behalf of the Manager in accordance with the Management Agreement.

Manager Termination Notice:  Awritten notice to be provided to the Manager and other specified Persons pursuant to Section 413 of the related Supplement.

Manager Transfer Facilitator:  The Person performing the duties of the Manager Transfer Facilitator under the Manager Transfer Facilitator Agreement; initially, Wells Fargo Bank, National Association.

Manager Transfer Facilitator Agreement:  The Manager Transfer Facilitator Agreement, dated as of September 9, 2011, by and among the Manager Transfer Facilitator, the Issuer and the Indenture Trustee, as such agreement shall be amended, supplemented or modified from time to time in accordance with its terms.

Manager Transfer Facilitator Fee:  This term shall have the meaning set forth in the Manager Transfer Facilitator Agreement.

Managing Officer:Any representative of the Manager involved in, or responsible for, the management of the day-to-day operations of the Issuer and the administration and servicing of the Managed Containers whose name appears on a list of managing officers furnished to Issuer and the Indenture Trustee by the Manager, as such list may from time to time be amended.

Material Adverse Change:  Any set of circumstances or events which (i) has, or could reasonably be expected to have, any material adverse effect whatsoever upon the validity or enforceability of any Related Document or the security for any of the Notes, (ii) is, or could reasonably be expected to be, material and adverse to the condition (financial or otherwise) or business operations of Issuer or Manager, individually or taken together as a whole, (iii) materially impairs, or could reasonably be expected to materially impair, the ability of Issuer or Manager to perform any of their respective obligations under the Related Documents, or (iv) materially impairs, or could reasonably be expected to materially impair, the ability of the Indenture Trustee to enforce any of its legal rights or remedies pursuant to the Related Documents.

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Maximum Principal Withdrawal Amount:  With respect to the Legal Final Payment Date of any Series, an amount equal to the product of (i) all funds and Eligible Investments on deposit in the Restricted Cash Account on such Payment Date (calculated after giving effect to the disbursements to be made from the Restricted Cash Account on such Payment Date to pay interest shortfalls on all Series of Notes) and (ii) a fraction, the numerator of which is the then unpaid principal balance of the Series for which the Legal Final Payment Date has occurred and the denominator of which is the then Aggregate Principal Balance.

Minimum Principal Payment Amount:  With respect to any Series, the amount identified as such in the related Supplement.

Moody’s:  Moody’s Investors Service, Inc. and any successor thereto.

Net Book Value:  With respect to a Managed Container that is not subject to Finance Lease, as of any date of determination, an amount equal to the Original Equipment Cost of such Container, less any accumulated depreciation, calculated utilizing the Depreciation Policy; provided, however, that if such Container has been recovered from a Lessee under a defaulted Finance Lease, the Net Book Value of such Container shall be determined in accordance with GAAP.

Net Income:  With respect to a Person, net income (or deficit) of such Person, after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP, after eliminating therefrom all extraordinary items of income or loss.

Noteholder or Holder:  The Person in whose name a Note is registered in the Note Register, except that, solely for the purposes of giving any consent, waiver, request or demand, the interest evidenced by any Note registered in the name of either of the Sellers or the Issuer or any Affiliate of any of them known to be such an Affiliate by the Indenture Trustee shall not be taken into account in determining whether the requisite percentage of the Aggregate Principal Balance of the Outstanding Notes necessary to effect any such consent, waiver, request or demand is represented.

Note Purchase Agreement:  Any underwriting agreement or other agreement for the Notes of any Series or Class.

Note Register:  The register maintained by the Indenture Trustee pursuant to Section 205(a) of this Indenture.

Note Registrar:  This term shall have the meaning set forth in Section 205(a) of this Indenture.

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Notes:  One or more of the promissory notes or other securities executed by the Issuer pursuant to this Indenture and authenticated by, or on behalf of, the Indenture Trustee, substantially in the form attached to the related Supplement.

OFAC: The Office of Foreign Assets Control of the United States Department of the Treasury.

Officer’s Certificate:  A certificate signed by a duly authorized officer of the Person who is required to sign such certificate.

Operating Expenses:  This term shall have the meaning set forth in the Management Agreement.

Opinion of Counsel:  A written opinion of counsel, in each case reasonably acceptable to the Person or Persons to whom such Opinion of Counsel is to be delivered.  Unless otherwise specified, the counsel rendering such opinion may be counsel employed by the Issuer, the Seller, or the Manager, as the context may require.  The counsel rendering such opinion may rely (i) as to factual matters, on a certificate of a Person whose duties relate to the matters being certified, and (ii) insofar as the opinion relates to local law matters, upon opinions of local counsel.

Original Equipment Cost:  With respect to each Container, an amount equal to the sum of (i) the vendor’s or manufacturer’s invoice price of the related Container and any rebates thereon, (ii) all reasonable and customary inspection, transport, and initial positioning costs necessary to put such Container in service and (iii) reasonable acquisition fees and other fees not to exceed 2.5% of the amounts described in clauses (i) and (ii) above.

Outstanding:  When used with reference to the Notes and as of any particular date, any Note theretofore and thereupon being authenticated and delivered except:

(i)           any Note canceled by the Indenture Trustee or proven to the satisfaction of the Indenture Trustee to have been duly canceled by the Issuer at or before said date;

(ii)           any Note, or portion thereof, called for payment or redemption for which monies equal to the principal amount or redemption price thereof, as the case may be, with interest to the date of maturity or redemption, shall have theretofore been deposited with the Indenture Trustee (whether upon or prior to maturity or the redemption date of such Note);

(iii)           any Note in lieu of or in substitution for which another Note shall subsequently have been authenticated and delivered; and

(iv)           for purposes of determining which Notes are entitled to vote with respect to a particular matter, any Note held by the Issuer, the Sellers or any Affiliate of either the Issuer or Sellers, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee actually has notice are so owned shall be so disregarded.

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Outstanding Obligations:  As of any date of determination for any Series of Notes issued under this Indenture or any Supplement thereto, an amount equal to the sum of (i) all accrued interest payable on such Series of Notes (including, for any Series of Notes for which the related Noteholder has funded or maintains its investment through the issuance of commercial paper, interest accrued through the last maturing tranche, interest or fixed period, as applicable), (ii) the then outstandingprincipal balance of such Series of Notes, (iii) all other amounts owing by the Issuer to Noteholders or to any Person under this Indenture or any Supplement hereto and (iv) amounts owing by the Issuer under any Interest Rate Hedge Agreement.

Overdue Rate:  The rate of interest specified in the related Supplement applicable to a Note then earning Default Interest, but in no event to exceed two percent (2%) over the interest rate per annum otherwise then applicable to such Note.

Ownership Interest:  An ownership interest in a Book-Entry Note.

Payment Date:  With respect to any Series, the twentieth (20th) calendar day of each calendar month; provided, however, if such day is not a Business Day, then the immediately succeeding Business Day.

Performance Guaranty:  The performance guaranty, dated as of September 9, 2011, made by CAI.

Permitted Encumbrance:  With respect to the Collateral, any of the following:  (i) Liens for taxes not yet due or which are being contested in good faith by appropriate Proceedings and for the payment of which adequate reserves are provided by the Manager; (ii) with respect to the Managed Containers, carriers’, warehousemen’s, mechanics’, or other like Liens arising in the ordinary course of business and relating to amounts not yet due or which shall not have been overdue for a period of more than sixty (60) days or which are being contested in good faith by appropriate Proceedings and for the payment of which adequate reserves are provided for by the Manager; (iii) with respect to the Managed Containers, Leases entered into in the ordinary course of business providing for the leasing of Managed Containers; (iv) Liens created by this Indenture; (v) the rights of the Manager under the Management Agreement and (vi) the Intercreditor Collateral Agreement; provided, however, that Proceedings described in (i) and (ii) above could not reasonably subject the Indenture Trustee or the Noteholders to any civil or criminal penalty or liability or involve any material risk of loss, sale or forfeiture of any of the Collateral.

Permitted Payment Date Withdrawals:  Both of the following with respect to each Series of Notes: (i) on any Payment Date other than the Legal Final Payment Date for a Series of Notes, the amounts required to pay any shortfall in interest on each Series of Notes (calculated after giving effect to the application of all Available Distribution Amounts on such Payment Date); and (ii) on the Legal Final Payment Date for a Series of Notes, the amount (not to exceed the Maximum Principal Withdrawal Amount for such Series of Notes) required to pay any shortfall in the unpaid principal balance of such Series of Notes (calculated after giving effect to the application of the Available Distribution Amount on such Payment Date).

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

Plan:  An “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, or a plan described in Section 4975(e)(1) of the Code of the Issuer or its ERISA Affiliates.

Prepayment:  Any mandatory or optional prepayment of principal of any Series of Notes prior to the Expected Final Payment Date of such Series including, without limitation, any prepayment made in accordance with the provisions of Article VII of this Indenture.

Principal Terms:  With respect to any Series, (i) the name or designation of such Series; (ii) the initial principal amount of the Notes to be issued for such Series (or method for calculating such amount) and the Minimum Principal Payment Amounts and the Scheduled Principal Payment Amount for each Payment Date (or method for calculating such amount); (iii) the interest rate to be paid with respect to each Class of Notes for such Series (or method for the determination thereof); (iv) the Payment Date and the date or dates from which interest shall accrue and principal shall be paid; (v) the designation of any Series Accounts and the terms governing the operation of any such Series Accounts including the Permitted Payment Date Withdrawals with respect to such Series; (vi) the terms of any form of Series Enhancement with respect thereto; (vii) the Expected Final Payment Date for the Series; (viii) the Legal Final Payment Date for the Series; (ix) the number of Classes of Notes of the Series and, if the Series consists of more than one Class, the rights and priorities of each such Class; (x) the priority of the Series with respect to any other Series; (xi) the designation of such Series on its Series Issuance Date as either a Term Note or a Warehouse Note; and (xii) the Control Party with respect to such Series; and (xiii) any other terms of such Series.

Proceeding:  Any suit in equity, action at law, or other judicial or administrative proceeding.

Proceeds:  Any“proceeds,” as such term is defined in Section 9-102(a)(64) of the UCC.

Prohibited Jurisdiction:  Any country or jurisdiction, from time to time, that is the subject of a prohibition order (or any similar order or directive), sanctions or restrictions promulgated or administered by the Office of Foreign Assets Control of the United States Treasury Department.

Prohibited Person:  Any of the following currently or in the future: (i) a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or (ii) (A) an agency of the government of a Prohibited Jurisdiction, (B) an organization controlled by a Prohibited Jurisdiction, or (C) a person resident in a Prohibited Jurisdiction, to the extent the agency, organization, or person is subject to a sanctions program administered by OFAC.

Prospective Owner:  This term shall have the meaning as set forth in Section 205(h) of this Indenture.

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Purchaser Letter:  This term shall have the meaning set forth in Section 205(i) of this Indenture.

Rating Agency or Rating Agencies:  With respect to any Outstanding Series, each statistical rating agency selected by the Issuer to rate such Series which has an outstanding rating with respect to such Series.

Rating Agency Condition:With respect to (A) the issuance of an additional Series, (B) any Change of Control (as defined in the Management Agreement or any Supplement) or (C) any other action specified in the any Related Document which requires the affirmative approval or consent of each Rating Agency, the confirmation issued in writing by each Rating Agency that has issued an outstanding rating with respect to any Series of Notes then Outstanding that the rating(s) on such existing Series will not be downgraded or withdrawn as the result of the issuance of such additional Series, Change of Control or other action and (ii) with respect to any other action, means that each Rating Agency that has issued an outstanding rating with respect to any Series of Notes then Outstanding shall have been given ten (10) Business Days (or such shorter period as is practicable or acceptable to each Rating Agency) prior notice thereof and within ten (10) Business Days of each Rating Agency’s receipt of such notice (or such shorter period as is practicable or acceptable to each Rating Agency) such Rating Agency shall not have notified the Seller, the Indenture Trustee or the Issuer in writing that such action will result in a downgrade, qualification or withdrawal of any such outstanding rating.

Record Date:  With respect to any Payment Date, the last Business Day of the month preceding the month in which the related Payment Date occurs, except as otherwise provided with respect to a Series in the related Supplement.

Regulation S Book-Entry Notes: Collectively, the Unrestricted Book-Entry Notes and the Regulation S Temporary Book-Entry Notes.

Regulation S Temporary Book-Entry Notes: The temporary book-entry notes in fully registered form without coupons that represent the Notes sold in offshore transactions within the meaning of and in compliance with Regulation S under the Securities Act and which will be registered with the Depositary.

Related Documents:  With respect to any Series, the Contribution and Sale Agreement, this Indenture, the related Supplement, the Notes of such Series, the Note Purchase Agreement for such Series, the Management Agreement, the Performance Guaranty, the Intercreditor Collateral Agreement, each Interest Rate Hedge Agreement (upon execution thereof), each premium letter and each other document or instrument executed in connection with the issuance of any Series, as any of the foregoing may from time to time be amended, modified, supplemented or renewed.

Released Assets:  This term shall have the meaning set forth in the Contribution and Sale Agreement.

Released Containers:  This term shall have the meaning set forth in the Contribution and Sale Agreement.

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Rental Obligations:  All present or future obligations of CAI or any of its Subsidiaries under any rental agreements or leases of real or personal property, other than (a) obligations that can be terminated by the giving of notice without liability to CAI or such Subsidiary in excess of the liability for rent due as of the date on which such notice is given and under which no penalty or premium is paid as a result of any such termination, (b) obligations under rental agreements relating to equipment other than Containers or chassis having an aggregate value of less than $5,000,000 for all such agreements, (c) obligations in respect of any Capitalized Leases, (d) any obligations incurred in a lease transaction where the obligation of CAI or its Subsidiary to pay rent thereunder is limited to a pass-through of net rental amounts received by CAI or its Subsidiaries from a sublessee of container equipment under such transaction ("net sublease rentals"), so that if there are no net sublease rental amounts received by CAI or its Subsidiaries from a sublessee then CAI or its Subsidiaries would have no obligation to make any rental payment under or in connection with such transaction, shall not constitute a Rental Obligation hereunder; and (e) obligations under the lease of commercial office properties in the conduct of the business of CAI or its Subsidiaries shall not be deemed a Rental Obligation hereunder.  For purposes of this Credit Agreement, the aggregate amount of Rental Obligations of CAI and its Subsidiaries shall, as at any date of determination, be an amount equal to the net present value, calculated at a discount rate of nine percent (9.00%) per annum, of the future Rental Obligations of such Person.

Replacement Manager:  Any Person appointed to replace the then Manager as manager of the Managed Containers in accordance with, and subject to the terms of, the Management Agreement, which Person shall be acceptable to the Requisite Global Majority.

Reportable Event:  This term shall have the meaning given to such term in ERISA.

Required Deposit Rating:  With regard to an institution, the short-term unsecured senior debt rating of such institution is in the highest category by each Rating Agency.

Requisite Global Majority:  As of any date of determination, the determination of whether a Requisite Global Majority exists with respect to a particular course of action shall be determined in accordance with Section 503 of this Indenture.

Restricted Cash Account:  This term shall have the meaning set forth in Section 306 of this Indenture.

Restricted Cash Amount:  As of any Payment Date, the amount required to be deposited or maintained in the Restricted Cash Account, which shall be equal to the product of (a) five (5), (b) one-twelfth, (c) the weighted average (based on the then Aggregate Principal Balance, calculated after giving effect to any principal payments paid on such Payment Date) of the annual rates of interest (including the Step Up Warehouse Fee) payable on all Series of Notes then Outstanding (or, if any Series bears interest at a variable rate of interest, the interest rate then in effect on such Series of Notes), and (d) the Aggregate Principal Balance, calculated after giving effect to all advances of principal and principal payments made on such Payment Date; provided, however, that, on any Payment Date on or after the Conversion Date for any Series of Warehouse Notes, if there is an incremental increase in the weighted average of the annual rates of interest in clause (c) above resulting from such Conversion Date, then any resulting increase in the required amount of the Restricted Cash Amount shall be deposited or maintained in the Restricted Cash Account, in equal amounts, over the course of three (3) consecutive Payment Dates (commencing on such Payment Date).

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Rule 144A:  Rule 144A under the Securities Act, as such Rule may be amended from time to time.

Rule 144A Book-Entry Notes: The permanent book-entry notes in fully registered form without coupons that represent the Notes sold in reliance on Rule 144A and which will be registered with the Depositary.

Sale:  This term shall have the meaning set forth in Section 816 of this Indenture.

Sales Proceeds:  This term shall have the meaning set forth in the Management Agreement.

Scheduled Principal Payment Amount:  With respect to any Series of Notes, the amount identified as such in the related Supplement.

Securities Account:  Any “securities account,” as such term is defined in Section 8-501 of the UCC.

Securities Act:  The Securities Act of 1933, as amended from time to time.

Securities Entitlement:  Any “securities entitlement,” as such term is defined in Section 8-102(a)(17) of the UCC.

Securities Intermediary:  Any “securities intermediary”, as such term is defined in Section 8-102 of the UCC.

Seller:  CAL.

Series:  Any series of Notes established pursuant to a Supplement.

Series Account:  Any deposit, trust, escrow or similar account maintained for the benefit of the Noteholders of any Series or Class as specified in the related Supplement.

Series Issuance Date:  With respect to any Series, the date on which the Notes of such Series are to be originally issued in accordance with Section 1006 of this Indenture and the related Supplement.

Shareholders’ Equity:  As of any date of determination, the consolidated shareholders’ equity of Sub-Manager and its Subsidiaries as of that date determined in accordance with GAAP.

Standard & Poor’s:  Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

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Step Up Warehouse Fee:  The incremental fee (whether or not characterized as a fee in the relevant Related Documents) payable by the Issuer on the Warehouse Notes upon the occurrence and continuance of an Early Amortization Event or Event of Default.

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

Sub-Manager:  CAI.

Supplement:  Any supplement to the Indenture executed in accordance with Article X of this Indenture.

Supplemental Principal Payment Amount:  With respect to any Series of Notes on any Payment Date, an amount equal to the excess, if any, of (x) the then Aggregate Principal Balance (after giving effect to all payments of Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts actually paid on such Payment Date), over (y) the Asset Base on such Payment Date.

Supporting Obligation:   Any “supporting obligation” as defined in Section 9-102(a)(77) of the UCC.

Swap Contract:  (a) Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

Synthetic Lease:  Any lease of goods or other property, whether real or personal, which is treated as an operating lease under GAAP and as a loan or financing for U.S. income tax purposes.

Term Note:  Any Note that pays principal and interest on each Payment Date from and after its date of issuance.

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Transfer Date:  The date on which a container is contributed or sold by the Seller to the Issuer pursuant to the terms of the Contribution and Sale Agreement.

Transferred Assets:  This term shall have the meaning set forth in the Contribution and Sale Agreement.

Trust Account:  The account or accounts established by the Indenture Trustee, in the name of the Indenture Trustee, for the benefit of the Noteholders and each Interest Rate Hedge Provider pursuant to Section 302hereof.

UCC:  The Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided, however, in the event that, by reason of mandatory provisions of law, anyor all of the attachment, perfection or priority of Indenture Trustee’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection of priority and for purposes of definitions related to such provisions.

Unrestricted Book-Entry Notes:  The permanent book-entry notes in fully registered form without coupons that are exchangeable for Regulation S Temporary Book-Entry Notes after the expiration of the 40-day distribution compliance period and which will be registered with the Depositary.

U.S. GAAP:  United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other Person as may be approved by the significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

Warehouse Note:  Any Series of Notes that has a revolving period during which periodic payments of principal are not scheduled to be paid.

Warranty Purchase Amount:  This term shall have the meaning set forth in the Contribution and Sale Agreement.

Weighted Average Age:  For any date of determination shall be equal to the quotient of (A) the sum of the products of (i) the age in years (determined from the date of the initial sale thereof by the manufacturer) of each Managed Container being evaluated, multiplied by (ii) the Net Book Value or Finance Lease Balance, as applicable, of such Managed Container being evaluated, divided by (B) the sum of the Net Book Values and Finance Lease Balances of all Managed Containers being evaluated.

Section 102.           Other Definitional Provisions.

(a)           With respect to any Series, all terms used herein and not otherwise defined herein shall have meanings ascribed to them in the related Supplement.

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(b)           All terms defined in this Indenture shall have the defined meanings when used in any agreement, certificate or other document made or delivered pursuant hereto, including any Supplement, unless otherwise defined therein.

(c)           As used in this Indenture and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Indenture or in any such certificate or other document, and accounting terms partly defined in this Indenture or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP, consistently applied.  To the extent that the definitions of accounting terms in this Indenture or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP or regulatory accounting principles, the definitions contained in this Indenture or in any such certificate or other document shall control.

(d)           With respect to any Collection Period, the “related Record Date,” the “related Determination Date,” and the “related Payment Date,” shall mean the Record Date occurring on the last Business Day of such Collection Period and the Determination Date and Payment Date occurring in the month immediately following the end of such Collection Period.

(e)           With respect to any Series of Notes, the “related Supplement” shall mean the Supplement pursuant to which such Series of Notes is issued.

(f)           References to the financial statements of CAI shall mean the financial statements of CAI and its consolidated Subsidiaries.

(g)           With respect to any ratio analysis required to be performed as of the most recently completed fiscal quarter, the most recently completed fiscal quarter shall mean the fiscal quarter for which financial statements were required hereunder to have been delivered.

(h)           With respect to the calculation of any financial ratio set forth in this Indenture or any other Related Document, the components of such calculations are to be determined in accordance with GAAP, consistently applied, with respect to the Issuer or the Manager, as the case may be.

Section 103.           Computation of Time Periods.

Unless otherwise stated in this Indenture or any Supplement issued pursuant to the terms hereof, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

Section 104.           Statutory References.

References in this Indenture and any other Related Document to any section of the UCC shall mean, on or after the effective date of adoption of any revision to the UCC in the applicable jurisdiction, such revised or successor section thereto.

Section 105.           Duties of Administrative Agent and Manager Transfer Facilitator.

All of the duties and responsibilities of the Administrative Agent and Manager Transfer Facilitator set forth in this Indenture, any Supplement or any other Related Document issued pursuant hereto are subject in all respects to the terms and conditions of the Note Purchase Agreement and the Manager Transfer Facilitator Agreement, respectively.  Each of the Issuer, the Indenture Trustee and, by acceptance of its Notes, each Noteholder hereby acknowledges the terms of the Note Purchase Agreement and the Manager Transfer Facilitator Agreement, respectively, and agrees to cooperate with the Administrative Agent and the Manager Transfer Facilitator in their execution of its respective duties and responsibilities.

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ARTICLE II

THE NOTES

Section 201.           Authorization of Notes.

(a)           The number of Series or Classes of Notes which may be created by this Indenture is not limited; provided, however, that, the issuance of any Series of Notes shall not result in, or with the giving of notice or the passage of time or both would result in, the occurrence of an Early Amortization Event.  The aggregate principal amount of Notes of each Series which may be issued, authenticated and delivered under this Indenture is not limited except as shall be set forth in any Supplement and as restricted by the provisions of this Indenture.

(b)           The Notes issuable under this Indenture shall be issued in such Series, and such Class or Classes within a Series, as may from time to time be created by a Supplement pursuant to this Indenture.  Each Series shall be created by a different Supplement and shall be designated to differentiate the Notes of such Series from the Notes of any other Series.

(c)           Upon satisfaction of and compliance with the requirements and conditions to closing set forth in the related Supplement, Notes of the Series to be executed and delivered on a particular Series Issuance Date pursuant to such related Supplement, may be executed by the Issuer and delivered to the Indenture Trustee for authentication following the execution and delivery of the related Supplement creating such Series or from time to time thereafter, and the Indenture Trustee shall authenticate and deliver Notes upon an Issuer request set forth in an Officer’s Certificate of the Issuer signed by one of its Authorized Signatories, without further action on the part of the Issuer.

Section 202.           Form of Notes; Book-Entry Notes.

(a)           Notes of any Series or Class may be issued, authenticated and delivered, at the option of the Issuer, as Regulation S Book-Entry Notes, Rule 144A Book-Entry Notes, or as Definitive Notes or as may otherwise be set forth in a Supplement and shall be substantially in the form of the exhibits attached to the related Supplement.  Notes of each Series shall be dated the date of their authentication and shall bear interest at such rate, be payable as to principal, premium, if any, and interest on such date or dates, and shall contain such other terms and provisions as shall be established in the related Supplement.  Except as otherwise provided in any Supplement, the Notes shall be issued in minimum denominations of $250,000 and in integral multiples of $250,000 in excess thereof; provided that one Note of each Class may be issued in a nonstandard denomination.

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(b)           If the Issuer shall choose to issue Regulation S Book-Entry Notes or Rule 144A Book-Entry Notes, such notes shall be issued in the form of one or more Regulation S Book-Entry Notes or one or more Rule 144A Book-Entry Notes which (i) shall represent, and shall be denominated in an aggregate amount equal to, the aggregate principal amount of all Notes to be issued hereunder, (ii) shall be delivered as one or more Notes held by the Book-Entry Custodian, or, if appointed to hold such Notes as provided below, the Notes shall be registered in the name of the Depositary or its nominee, (iii) shall be substantially in the form of the exhibits attached to the related Supplement, with such changes therein as may be necessary to reflect that each such Note is a Book-Entry Note, and (iv) shall each bear a legend substantially to the effect included in the form of the exhibits attached to the related Supplement.

(c)           Notwithstanding any other provisions of this Section 202 or of Section 205, unless and until a Book-Entry Note is exchanged in whole for Definitive Notes, a Book-Entry Note may be transferred, in whole, but not in part, and in the manner provided in this Section 202, only by (i) the Depositary to a nominee of such Depositary, or (ii) by a nominee of such Depositary to such Depositary or another nominee of such Depositary or (iii) by such Depositary or any such nominee to a successor Depositary selected or approved by the Issuer or to a nominee of such successor Depositary or in the manner specified in Section 202(d).  The Depositary shall order the Note Registrar to authenticate and deliver any Book-Entry Notes and any Book-Entry Note for each Class of Notes having an aggregate initial outstanding principal balance equal to the initial outstanding balance of such Class.  Noteholders shall hold their respective Ownership Interests in and to such Notes through the book-entry facilities of the Depositary.  Without limiting the foregoing, any Book-Entry Noteholders shall hold their respective Ownership Interests, if any, in Book-Entry Notes only through Depositary Participants.

(d)           If (i) the Issuer elects to issue Definitive Notes, (ii) the Depositary for the Notes represented by one or more Book-Entry Notes at any time notifies the Issuer that it is unwilling or unable to continue as Depositary of the Notes or if at any time the Depositary shall no longer be a clearing agency registered under the Exchange Act and any other applicable statute or regulation, and a successor Depositary is not appointed or approved by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, (iii) the Indenture Trustee, at the written direction of the Noteholders representing more than 50% of the outstanding principal balance of the Notes, elects to terminate the book-entry system through the Depositary or (iv) after an Event of Default or a Manager Default, Noteholders notify the Depositary, or Book-Entry Custodian, as the case may be, in writing that the continuation of a book-entry system through the Depositary, or the Book-Entry Custodian, as the case may be, is no longer in the Noteholders’ best interest, upon the request of the Noteholders, the Issuer will promptly execute, and the Indenture Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Issuer, will promptly authenticate and make available for delivery, Definitive Notes, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Book-Entry Note then outstanding in exchange for such Book-Entry Note or as an original issuance of Notes and this Section 202(d) shall no longer be applicable to the Notes.  Upon the exchange of the Book-Entry Notes for such Definitive Notes without coupons, in authorized denominations, such Book-Entry Notes shall be canceled by the Indenture Trustee.  All Definitive Notes shall be issued without coupons.  Such Definitive Notes issued in exchange of the Book-Entry Notes pursuant to this Section 202(d) shall be registered in such names and in such authorized denominations as the Depositary, in the case of an exchange, or the Note Registrar, in the case of an original issuance, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Indenture Trustee.  The Indenture Trustee may conclusively rely on any such instructions furnished by the Depositary or the Note Registrar, as the case may be, and shall not be liable for any delay in delivery of such instructions.  The Indenture Trustee shall make such Notes available for delivery to the Persons in whose names such Notes are so registered.

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(e)           As long as the Notes outstanding are represented by one or more Book-Entry Notes:

(i)             the Note Registrar and the Indenture Trustee may deal with the Depositary for all purposes (including the payment of principal of and interest on the Notes) as the authorized representative of the Noteholders;

(ii)           the rights of Noteholders shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Noteholders and the Depositary and/or the Depositary Participants.  Unless and until Definitive Notes are issued, the Depositary will make book-entry transfers among the Depositary Participants and receive and transmit payments of principal of, and interest on, the Notes to such Depositary Participants; and

(iii)           whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the voting rights of a particular series, the Depositary shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Depositary Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instruction to the Indenture Trustee.

(f)           Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes have been issued to Noteholders, the Indenture Trustee shall give all such notices and communications to the Depositary.

(g)           The Indenture Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance with the agreement that it has with the Depositary authorizing it to act as such.  The Book-Entry Custodian may, and, if it is no longer qualified to act as such, the Book-Entry Custodian shall, appoint, by written instrument delivered to the Issuer and the Depositary, any other transfer agent (including the Depositary or any successor Depositary) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depositary or any successor Depositary may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depositary.  If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee or, if it so elects, the Depositary shall immediately succeed to its predecessor’s duties as Book-Entry Custodian.  The Issuer shall have the right to inspect, and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian.

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(h)           The provisions of Section 205(h) shall apply to all transfers of Definitive Notes, if any, issued in respect of Ownership Interests in the Rule 144A Book-Entry Notes.

(i)           No transfer of any Note or interest therein shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification.  If a transfer of any Definitive Note is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositary or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either:  (i) a certificate from such Noteholder substantially in the form attached as Exhibit C hereto or such other certification reasonably acceptable to the Indenture Trustee and a certificate from such Noteholder’s prospective transferee substantially in the form attached as Exhibit C hereto or such other certification reasonably acceptable to the Indenture Trustee; or (ii) an Opinion of Counsel satisfactory to the Indenture Trustee to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Issuer or any Affiliate thereof or of the Depositary, the Manager or Affiliate thereof, the Indenture Trustee or the Note Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Noteholder desiring to effect such transfer and/or such Noteholder’s prospective transferee on which such Opinion of Counsel is based.  If such a transfer of any interest in a Book-Entry Note is to be made without registration under the Securities Act, the transferor will be deemed to have made each of the representations and warranties set forth on Exhibit C hereto in respect of such interest as if it was evidenced by a Definitive Note and the transferee will be deemed to have made each of the representations and warranties set forth in Exhibit C hereto in respect of such interest as if it was evidenced by a Definitive Note.  None of the Depositary, the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Class of Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest therein without registration or qualification.  Any Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositary, the Issuer, the Indenture Trustee and the Note Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

Section 203.           Execution, Recourse Obligation.

The Notes shall be executed on behalf of the Issuer by an Authorized Signatory of the Issuer.  The Notes shall be dated the date of their authentication by the Indenture Trustee.

In case any Authorized Signatory of the Issuer whose signature shall appear on the Notes shall cease to be an Authorized Signatory of the Issuer before the authentication by the Indenture Trustee and delivery of such Notes, such signature or facsimile signature shall nevertheless be valid and sufficient for all purposes.

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All Notes and the interest thereon shall be full recourse obligations of the Issuer and shall be secured by all of the Issuer’s right, title and interest in the Collateral.  The Notes shall never constitute obligations of the Indenture Trustee, the Manager, the Seller or of any shareholder or any Affiliate of the Seller (other than the Issuer) or any member or shareholder of the Issuer, or any officers, directors, employees or agents of any thereof, and no recourse may be had under or upon any obligation, covenant or agreement of this Indenture, any Supplement or of any Notes, or for any claim based thereon or otherwise in respect thereof, against any incorporator or against any past, present, or future owner, partner of an owner or any officer, employee or director thereof or of any successor entity, or any other Person, either directly or through the Issuer, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed that this Indenture and the obligations issued hereunder are solely obligations of the Issuer, and that no such personal liability whatever shall attach to, or is or shall be incurred by, any other Person under or by reason of this Indenture, any Supplement or any Notes or implied therefrom, or for any claim based thereon or in respect thereof, all such liability and any and all such claims being hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Notes.  Except as provided in any Supplement, no Person other than the Issuer shall be liable for any obligation of the Issuer under this Indenture or any Note or any losses incurred by any Noteholder.

Section 204.           Certificate of Authentication.

No Notes shall be secured hereby or entitled to the benefit hereof or shall be or become valid or obligatory for any purpose unless there shall be endorsed thereon a certificate of authentication by the Indenture Trustee, substantially in the form set forth in the form of Note attached to the related Supplement.  Such certificate on any Note issued by the Issuer shall be conclusive evidence and the only competent evidence that it has been duly authenticated and delivered hereunder.

At the written direction of the Issuer, the Indenture Trustee shall authenticate and deliver the Notes.  It shall not be necessary that the same Authorized Signatory of the Indenture Trustee execute the certificate of authentication on each of the Notes.

Section 205.           Registration; Registration of Transfer and Exchange of Notes.

(a)           The Indenture Trustee shall keep at its Corporate Trust Office books for the registration and transfer of the Notes (the “Note Register”).  The Issuer hereby appoints the Indenture Trustee as its registrar (the “Note Registrar”) and transfer agent to keep such books and make such registrations and transfers as are hereinafter set forth in this Section 205 and also authorizes and directs the Indenture Trustee to provide a copy of such registration record to each of the Administrative Agent and the Manager upon their request.  The names and addresses of the Holders of all Notes and all transfers of, and the names and addresses of the transferee of, all Notes will be registered in such Note Register.  The Person in whose name any Note is registered shall be deemed and treated as the owner and Holder thereof for all purposes of this Indenture, and the Indenture Trustee and the Issuer shall not be affected by any notice or knowledge to the contrary.  If a Person other than the Indenture Trustee is appointed by the Issuer to maintain the Note Register, the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes.  If a Person other than the Indenture Trustee is appointed by the Issuer to maintain the Note Register, the Issuer will give the Indenture Trustee and the Administrative Agent prompt written notice of such appointment and of the location, and any change in the location, of the successor note registrar. Notwithstanding the foregoing, for so long as Wells Fargo Bank, National Association is the Indenture Trustee, it shall also be the Note Registrar.

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(b)           Payments of principal, premium, if any, and interest on any Note shall be payable on each Payment Date only to the registered Holder thereof on the Record Date immediately preceding such Payment Date.  The principal of, premium, if any, and interest on each Note shall be payable at the Corporate Trust Office in immediately available funds in such coin or currency of the United States of America as at the time for payment shall be legal tender for the payment of public and private debts.  Except as set forth in any Supplement, all interest payable on the Notes shall be computed on the basis of a 360-day year consisting of twelve months of 30 days each based on the actual number of days which have elapsed in the relevant calculation period.  Notwithstanding the foregoing or any provision in any Note to the contrary, if so requested by the registered Holder of any Note by written notice to the Indenture Trustee, all amounts payable to such registered Holder may be paid either (i) by crediting the amount to be distributed to such registered Holder to an account maintained by such registered Holder with the Indenture Trustee or by transferring such amount by wire to such other bank in the United States, including a Federal Reserve Bank, as shall have been specified in such notice, for credit to the account of such registered Holder maintained at such bank, or (ii) by mailing a check to such address as such Holder shall have specified in such notice, in either case without any presentment or surrender of such Note to the Indenture Trustee at the Corporate Trust Office.

(c)           All payments on the Notes shall be paid to the Noteholders reflected in the Note Register as of the related Record Date by wire transfer of immediately available funds for receipt prior to 1:00 p.m. (New York City time) on the related Payment Date.  Any payments received by the Noteholders after 1:00 p.m. (New York City time) on any day shall be considered to have been received on the next succeeding Business Day; provided, however, that if the Issuer has deposited the required funds with the Indenture Trustee by 12:00 p.m. (New York City time), on such date, then the Issuer, upon receipt by the Noteholders of such payment, shall be deemed to have made such payment at the time so required.  Notwithstanding the foregoing or any provision in any Note to the contrary, if so requested by the registered Noteholder by written notice to the Indenture Trustee, all amounts payable to such registered Noteholder may be paid by mailing on the related Payment Date a check to such address as such Noteholder shall have specified in such notice, in either case without any presentment or surrender of such Note to the Indenture Trustee at the Corporate Trust Office.

(d)           Upon surrender for registration of transfer of any Note at the Corporate Trust Office, the Issuer shall execute and the Indenture Trustee, upon written request, shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same class, of any authorized denominations and of a like aggregate original principal amount.

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(e)           All Notes issued upon any registration of transfer or exchange of Notes shall be the legal, valid and binding obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture and any Supplement, as the Notes surrendered upon such registration of transfer or exchange.

(f)           Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Indenture Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing.

(g)           Any service charge, fees or expenses made or expense incurred by the Indenture Trustee for any such registration, discharge from registration or exchange referred to in this Section 205 shall be paid by the Noteholder.  The Indenture Trustee or the Issuer may require payment by the Holder of a sum sufficient to cover any tax expense or other governmental charge payable in connection therewith.

(h)           If Notes are issued or exchanged in definitive form under Section 202, such Notes will not be registered by the Indenture Trustee unless each prospective initial Noteholder acquiring a Note, each prospective transferee acquiring a Note and each prospective owner (or transferee thereof) of a beneficial interest in Notes (each, a “Prospective Owner”) acquiring such beneficial interest provides the Manager, the Issuer, the Indenture Trustee and any successor Manager with a written representation that the statement in either subsection (1) or (2) of Section 208 is an accurate representation as to all sources of funds to be used to pay the purchase price of the Notes.

(i)           No transfer of a Note shall be deemed effective unless (x) the transfer of such Note is not to a Competitor and (y) the registration and prospectus delivery requirements of Section 5 of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration and prospectus delivery requirements under said Securities Act and laws.  In the event that a transfer is to be made without registration or qualification, such Noteholder’s prospective transferee shall deliver to the Indenture Trustee an investment letter substantially in the form of Exhibit C hereto (the “Purchaser Letter”).  Neither the Indenture Trustee nor the Issuer is under any obligation to register the Notes under the Securities Act or any other securities law or to bear any expense with respect to such registration by any other Person or monitor compliance of any transfer with the securities laws of the United States regulations promulgated in connection thereto or ERISA.

Section 206.           Mutilated, Destroyed, Lost and Stolen Notes.

(a)           If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as it and the Issuer may require to hold the Issuer, the Manager and the Indenture Trustee harmless, then the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Series and Class and maturity and of like terms as the mutilated, destroyed, lost or stolen Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be due and payable, the Issuer may pay such destroyed, lost or stolen Note when so due or payable instead of issuing a replacement Note.

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(b)           If, after the delivery of such replacement Note, or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any and all loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

(c)           The Indenture Trustee and the Issuer may, for each new Note authenticated and delivered under the provisions of this Section 206, require the advance payment by the Noteholder of the expenses, including counsel fees, service charges and any tax or governmental charge which may be incurred by the Indenture Trustee or the Issuer.  Any Note issued under the provisions of this Section 206 in lieu of any Note alleged to be destroyed, mutilated, lost or stolen, shall be equally and proportionately entitled to the benefits of this Indenture with all other Notes of the same Series and Class.  The provisions of this Section 206 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 207.           Delivery, Retention and Cancellation of Notes.

Each Noteholder is required, and hereby agrees, to surrender to the Indenture Trustee, prior to the final Payment Date, any Note on which the final payment due thereon has been made.  Any such Note as to which the Indenture Trustee has made or holds the final payment thereon shall be deemed canceled and shall no longer be Outstanding for any purpose of this Indenture, whether or not such Note is ever returned to the Indenture Trustee.  Matured Notes delivered upon final payment to the Indenture Trustee and any Notes transferred or exchanged for other Notes shall be canceled and disposed of by the Indenture Trustee in accordance with its policy of disposal and the Indenture Trustee shall promptly deliver to the Issuer such canceled Notes upon reasonable prior written request.  If the Indenture Trustee shall acquire, for its own account, any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes.  If the Issuer shall acquire any of the Notes, such acquisition shall operate as a redemption or satisfaction of the indebtedness represented by such Notes.  Notes which have been canceled by the Indenture Trustee shall be deemed paid and discharged for all purposes under this Indenture.

Section 208.           ERISA Deemed Representations.

Each Noteholder acquiring Notes and each Prospective Owner will be deemed to have represented by such purchase to the Issuer, the Indenture Trustee and the Manager that either (1) it is not acquiring the Notes with the assets of a Plan; or (2) the acquisition and holding of the Notes will not give rise to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code.

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ARTICLE III

PAYMENT OF NOTES; STATEMENTS TO NOTEHOLDERS

Section 301.           Principal and Interest.

Distributions of principal, premium, if any, and interest on any Series or Class of Notes shall be made to Noteholders of each Series and Class as set forth in Section 302 of this Indenture and the related Supplement.  Except as set forth in any Supplement, the maximum Overdue Rate for any Note under any Series shall be equal to the sum of (i) two percent (2.00%) per annum, plus (ii) the interest rate for such Note prior to the occurrence of the relevant Event of Default.  Except as set forth in any Supplement, all interest and fees payable on, or with respect to, the Notes shall be computed on the basis of a 360-day year of twelve 30-day months for the actual number of days which have elapsed in the relevant calculation period.

Section 302.           Trust Account.

(a)           On or prior to the Closing Date, the Indenture Trustee shall establish and maintain the Trust Account into which the following amounts shall be deposited:  (i) all Collections, (ii) Warranty Purchase Amounts and (iii) other payments required by this Indenture and other Related Documents to be deposited therein.  Such Trust Account shall initially be established and maintained with the Corporate Trust Office in trust for the Indenture Trustee, on behalf of the Noteholders and each Interest Rate Hedge Provider, and shall be maintained until the Aggregate Outstanding Obligations are paid in full.  The Trust Account shall at all times be an Eligible Account and shall be pledged to the Indenture Trustee pursuant to the terms of this Indenture.  The Issuer shall not establish any additional Trust Accounts without prior written notice to the Indenture Trustee and without the prior written consent of the Requisite Global Majority.

(b)           The Issuer shall direct the Manager to deposit funds into the Trust Account at the times and in the amounts required pursuant to the terms of the Management Agreement and the Intercreditor Agreement.  So long as no Manager Default shall have occurred and then be continuing, the Manager shall be permitted to request the Indenture Trustee to withdraw from amounts on deposit in the Trust Account, or otherwise net out, from amounts otherwise required to be deposited into the Trust Account pursuant to Section 302(a) the amount of any Management Fees or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date.

(c)           On each Determination Date, the Manager, shall prepare and deliver to the Issuer, the Indenture Trustee and the Administrative Agent, the Manager Report.  On each Payment Date, the Indenture Trustee, based on the Manager Report (provided that, in the absence of any Manager Report, the Indenture Trustee shall distribute all funds available for distribution in accordance with written instructions from the Administrative Agent and shall hold until delivery of such Manager Report or such written instructions from the Administrative Agent (i) any funds otherwise payable to the Issuer and (ii) any other amounts which the Administrative Agent is unable to ascertain or allocate to a specific payment priority set forth in this Indenture), shall distribute funds in an amount equal to the Available Distribution Amount to the following Persons in the following order of priority:

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(I)           On each Payment Date, if neither an Early Amortization Event nor an Event of Default shall have occurred and then be continuing:

(1)           To the Indenture Trustee by wire transfer of immediately available funds (A) all Indenture Trustee Fees (including any out of pocket expenses of the Indenture Trustee) then due and payable for all Series then Outstanding and (B) any Indenture Trustee Indemnified Amounts (the sum of (A) and (B) not to exceed $40,000 annually, with respect to each Series of Notes then Outstanding);

(2)           To the Manager Transfer Facilitator, the amount of any Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts (not to exceed annually the sum of $40,000 less any amounts paid in clause (1) above) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement);

(3)           To the Independent Management Provider by wire transfer of immediately available funds (not to exceed $25,000 annually), all Independent Management Provider Fees then due and payable for all Series then Outstanding;

(4)           To the Manager, any unpaid Management Fees and any Management Fee Arrearages and any unreimbursed Manager Advances, to the extent not withheld by the Manager in accordance with the terms of the Management Agreement;

(5)           To the Issuer to pay Issuer Expenses (in an aggregate amount not to exceed $250,000 annually) to the extent such payments would not result in the occurrence of an Early Amortization Event or an Event of Default;

(6)           To the Administrative Agent, the amount of Administrative Agent Fee (and any arrearages thereof) then due and payable;

(7)           To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof;

(8)           In payment of the following amounts on a pro rata basis: to each Series Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments then due and payable for such Series;

(9)           To the Restricted Cash Account, the amount (if any) necessary to restore amounts on deposit therein to the Restricted Cash Amount for such Payment Date;

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(10)         To the Series Account for each Series of Notes then Outstanding and subject to the provisions of Section 302(d), an amount equal to the Minimum Principal Payment Amounts then due and payable for such Series;

(11)         Each of the following on a pro rata and pari passu basis (based on amounts then due), (i) to the Series Account for each Series of Notes then Outstanding and subject to the provisions of Section 302(d), an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series and (ii) to each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (7) above);

(12)         To the Series Account for each Series of Notes in accordance with the provisions of Section 302(e) hereof, an amount equal to the Supplemental Principal Payment Amount then due and payable;

(13)         To each Series Account for each Series of Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts then due and payable to the Noteholders of such Series, including, without limitation, the Step Up Warehouse Fee, increased costs, taxes, indemnity payments and other amounts (including additional principal payment amounts) identified in the related Supplement;

(14)         To the Independent Management Provider, any remaining unpaid amounts due and payable;

(15)         To the Indenture Trustee, the amount of any unpaid Indenture Trustee Fees, expenses and Indenture Trustee Indemnified Amounts to the extent not paid pursuant to clause (1) above;

(16)         To the Manager Transfer Facilitator, the amount of any unpaid Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement) to the extent not paid pursuant to clause (2) above;

(17)         To the officers and directors of the Issuer, the amount of any unpaid indemnification payments then due and payable to them by the Issuer;

(18)         To the Manager in the amount of any unpaid indemnification payments payable to the Manager pursuant to the Management Agreement; and

(19)         To the Issuer (or its designee), any remaining Available Distribution Amount.

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(II)           On each Payment Date, if an Early Amortization Event shall have occurred and then be continuing with respect to any Series then Outstanding, but no Event of Default has occurred and is continuing:

(1)           To the Indenture Trustee by wire transfer of immediately available funds, (A) all Indenture Trustee Fees (including any out of pocket expenses of the Indenture Trustee) then due and payable for all Series then Outstanding and (B) all Indenture Trustee Indemnified Amounts (the sum of (A) and (B) not to exceed $40,000 annually, with respect to each Series of Notes then Outstanding);

(2)           To the Manager Transfer Facilitator, the amount of any Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts (not to exceed annually the sum of $40,000 less any amounts paid in clause (1) above)) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement);

(3)           To the Independent Management Provider by wire transfer of immediately available funds (not to exceed $25,000 annually), all Independent Management Provider Fees then due and payable for all Series then Outstanding;

(4)           To the Manager, any unpaid Management Fees and any Management Fee Arrearages and any unreimbursed Manager Advances, to the extent not withheld by the Manager in accordance with the terms of the Management Agreement;

(5)           To the Issuer, to pay Issuer Expenses (in an aggregate amount not to exceed $250,000 annually) to the extent such payments would not result in the occurrence of an Event of Default;

(6)           To the Administrative Agent, the amount of Administrative Agent Fee (and any arrearages thereof) then due and payable;

(7)           To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof;

(8)           In payment of the following amounts on a pro rata basis: to each Series Account for each Series of Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to the Interest Payments then due and payable for such Series;

(9)           To the Restricted Cash Account, the amount (if any) necessary to restore amounts on deposit therein to the Restricted Cash Amount for such Payment Date;

(10)         To the Series Account for each Series of Notes then Outstanding and subject to the provisions of Section 302(d) hereof, an amount equal to the Minimum Principal Payment Amounts then due and payable for such Series;

(11)         Each of the following on a pro rata and a pari passu basis (based on amounts then due), all remaining Available Distribution Amount, (1) to the Series Account for each Series of Notes then Outstanding and subject to the provisions of Section 302(d) hereof, an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series and (2) to each Interest Rate Hedge Provider, the remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (7) above), until such amounts are paid in full;

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(12)         To each Series Account for each Series of Notes then Outstanding (other than the Series Account for any Series of Warehouse Notes for which a Conversion Event has not occurred) on a pro rata basis (based on the unpaid principal balance then Outstanding), until the principal balance of all Notes then Outstanding are paid in full;

(13)         To each Series Account for each Series of Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts then due and payable to the Noteholders of such Series, including, without limitation, Step Up Warehouse Fee, Default Interest, increased costs, taxes and indemnity payments identified in the related Supplement;

(14)         To the Independent Management Provider, any remaining unpaid amounts due and payable;

(15)         To the Indenture Trustee, the amount of any unpaid Indenture Trustee Fees, expenses and Indenture Trustee Indemnified Amounts to the extent not paid pursuant to clause (1) above;

(16)         To the Manager Transfer Facilitator, the amount of any unpaid Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement) to the extent not paid pursuant to clause (2) above;

(17)         To the officers and directors of the Issuer, the amount of any unpaid indemnification payments then due and payable to them by the Issuer;

(18)         To the Manager in the amount of any unpaid indemnification payments payable to the Manager pursuant to the Management Agreement; and

(19)         To the Issuer (or its designee), any remaining Available Distribution Amount.

(III)           On each Payment Date, if an Event of Default shall have occurred and then be continuing with respect to any Series then Outstanding, the Indenture Trustee will make the following payments from the Available Distribution Amount then on deposit in the Trust Account to the following Persons in the following order of priority:

(1)           To the Indenture Trustee by wire transfer of immediately available funds (A) all Indenture Trustee Fees (including any out of pocket expenses of the Indenture Trustee) then due and payable for all Series then Outstanding and (B) all Indenture Trustee Indemnified Amounts (the sum of (A) and (B) not to exceed $75,000 annually, with respect to each Series of Notes then Outstanding);

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(2)           To the Manager Transfer Facilitator, the amount of any Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts (not to exceed annually the sum of $75,000 less any amounts paid in clause (1) above) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement);

(3)           To the Independent Management Provider by wire transfer of immediately available funds (not to exceed $25,000 annually), all Independent Management Provider Fees then due;

(4)           To the Manager, any unpaid Management Fees and any Management Fee Arrearages to the extent not withheld by the Manager in accordance with the terms of the Management Agreement;

(5)           To the Issuer, to pay Issuer Expenses (in an aggregate amount not to exceed $250,000 annually);

(6)           To the Administrative Agent, the amount of Administrative Agent Fee (and any arrearages thereof) then due and payable;

(7)           To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof;

(8)           In payment of the following amounts on a pro rata basis: to each Series Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments then due and payable for such Series;

(9)           One of the following: (A) if the Notes of any Series then Outstanding have been accelerated, each of the following on a pro rata and a pari passu basis (based on amounts then due), all remaining Available Distribution Amount, (1) to each Series Account, the then unpaid principal balance of the related Notes (pro rata based on the amounts unpaid on the date on which such Event of Default first occurs) and (2) to each Interest Rate Hedge Provider, the remaining amounts then due and payable under the related Interest Rate Hedge Agreement, until such amounts are paid in full; or (B) if none of the Notes of any Series then Outstanding has been accelerated, each of the following on a pro rata and a pari passu basis (based on amounts then due), all remaining Available Distribution Amount, (1) to the Series Account for each Series of Notes then Outstanding (pro rata based on the amounts unpaid on the date on which such Event of Default occurs) the then unpaid principal balances of all Notes then Outstanding are paid in full  and (2) to each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (7) above);

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(10)         To each Series Account for each Series of Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts then due and payable to the Noteholders of such Series, including, without limitation, Step Up Warehouse Fee, Default Interest, increased costs, taxes and indemnity payments identified in the related Supplement;

(11)         To the Indenture Trustee, the amount of any unpaid Indenture Trustee Fees, expenses and Indenture Trustee Indemnified Amounts to the extent not paid pursuant to clause (1) above;

(12)         To the Manager Transfer Facilitator, the amount of any unpaid Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement) to the extent not paid pursuant to clause (2) above;

(13)         To the officers and directors of the Issuer, the amount of any unpaid indemnification payments then due and payable to them by the Issuer;

(14)         To the Manager in the amount of any unreimbursed Manager Advances and unpaid indemnification payments payable to the Manager pursuant to the Management Agreement; and

(15)         To the Issuer (or its designee), any remaining Available Distribution Amount.

(d)           If on any Payment Date on which no Event of Default is then continuing there are not sufficient funds to pay, in full, the Minimum Principal Payment Amounts and/or Scheduled Principal Payment Amounts owing to all Series of Notes then Outstanding, as the case may be, then principal payments having the same payment priority will be paid, in full, to the Series first issued (based on their respective dates of issuance or Conversion Dates, as applicable) in chronological order based on their respective dates of issuance or Conversion Dates, as applicable.  For purposes of this Section 302(d) only, any Series designated as a Warehouse Note will be deemed to have an issuance date equivalent to its Conversion Date.  If two or more Series of the Notes were issued on the same date or have the same Conversion Date, then principal payments having the same payment priority will be allocated among each such Series, on a pro rata basis, based on the principal payments then due.

(e)           On each Payment Date, any Supplemental Principal Payment Amount then due and owing, shall be applied first to each Series of Warehouse Notes then Outstanding on a pro rata basis, in proportion to the then unpaid principal balance of such Warehouse Notes, until the principal balances of all Warehouse Notes have been paid in full, and then to all Series of Term Notes then Outstanding on a pro rata basis, in proportion to the then unpaid principal balance of each such Series of Term Notes.  Notwithstanding the foregoing, if sufficient funds are not available to allow the Issuer to prepay the principal balance of the Warehouse Notes on such Payment Date in an amount equal to the Asset Base Deficiency, then the amount of any Supplemental Principal Payment Amount to be actually paid on such Payment Date shall be allocated among all Series of Notes then Outstanding (including the Term Notes) on a pro rata basis, in proportion to the then unpaid principal balance of such Notes.

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(f)            If any Series has more than one Class of Notes then Outstanding, then the Available Distribution Amount shall be calculated without regard to the payment priorities of the Classes of Notes within such Series.  Once the Available Distribution Amount has been allocated to each Series, then that portion of the Available Distribution Amount allocable to such Series shall be paid to each Class of Noteholders of such Series in accordance with the priority of payments set forth in the related Supplement.

Section 303.           Investment of Monies Held in the Trust Account, the Restricted Cash Account and Series Accounts.

(a)           Subject to the provisions of Section 703 hereof, the Indenture Trustee shall invest any cash deposited in the Trust Account, the Restricted Cash Account and each Series Account in such Eligible Investments as the Issuer or its designee (or its authorized agent) shall direct in writing or by telephone, subsequently confirmed in writing.  Each Eligible Investment (including reinvestment of the income and proceeds of Eligible Investments) shall be held to its maturity and shall mature or shall be payable on demand not later than the Determination Date immediately preceding the next succeeding Payment Date.  If the Indenture Trustee has not received written instructions from the Issuer or its designee by 2:30 p.m. (New York time) on the day such funds are received as to the investment of funds then on deposit in any of the aforementioned accounts, the Issuer hereby instructs the Indenture Trustee to invest such funds in overnight investments of the type described in clause (iv) of the definition of Eligible Investments.  Eligible Investments shall be made in the name of the Indenture Trustee for the benefit of the Noteholders and each Interest Rate Hedge Provider.  Any earnings on Eligible Investments in the Trust Account, the Restricted Cash Account and each Series Account shall be retained in each such account and be distributed in accordance with the terms of this Indenture or any related Supplement.  The Indenture Trustee shall not be liable or responsible for losses on any investments made by it pursuant to this Section 303.

(b)           On or prior to the Closing Date, each of the Issuer and the Securities Intermediary shall enter into Control Agreements each in the form of Exhibit G hereto for each of the Trust Account, the Restricted Cash Account and any Series Accounts.  At all times on and after the Closing Date, each such account shall be the subject of a Control Agreement.

(c)           The Indenture Trustee, acting in accordance with the terms of this Indenture, shall be entitled to deliver an Entitlement Order to the Securities Intermediary at which such accounts are maintained; provided, however, that the Indenture Trustee agrees not to invoke its right to provide an Entitlement Order unless an Event of Default has occurred and is continuing.  The Control Agreements shall provide that upon receipt of the Entitlement Order in accordance with the provisions of this Indenture, the Indenture Trustee shall comply with such Entitlement Order without further consent by the Issuer or any other Person.

(d)           Each of the Trust Account, the Restricted Cash Account and the Series Accounts shall be initially established with the Indenture Trustee and, so long as any Outstanding Obligation remains unpaid, shall be maintained with the Indenture Trustee so long as (A) the short-term unsecured debt obligations of the financial institution fulfilling the role of the Indenture Trustee are rated not less than the Required Deposit Rating or (B) each of the Trust Account, the Restricted Cash Account and the Series Accounts are maintained at the Corporate Trust Office.  If any of the Trust Account, the Restricted Cash Account or the Series Accounts are not maintained at the Corporate Trust Office or if the short-term unsecured debt obligations of the Indenture Trustee fall below the Required Deposit Rating, then the Issuer shall within ten (10) days after obtaining knowledge of such condition, with the Indenture Trustee’s assistance as necessary, cause each of the Trust Account, the Restricted Cash Account and the Series Accounts to be transferred to either (A) an Eligible Institution which then maintains the Required Deposit Rating and is otherwise acceptable to the Administrative Agent, or (B) with the prior written consent of the Administrative Agent, the Corporate Trust Office of the successor Indenture Trustee.  Prior to any of the Trust Account, the Restricted Cash Account or any Series Accounts being maintained with a Person other than the Indenture Trustee, the Issuer shall obtain the prior written consent of the Administrative Agent and shall cause a new Control Agreement to be entered into with such Person as securities intermediary.

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(e)           Each of the Trust Account, the Restricted Cash Account and the Series Accounts shall be maintained in the State of Minnesota and shall be governed by the laws of the State of New York, regardless of any provision in any other agreement.  Each Control Agreement shall provide for purposes of the UCC that New York shall be deemed to be the Securities Intermediary’s jurisdiction and each of the Trust Account, the Restricted Cash Account and each Series Account (as well as the Securities Entitlements related thereto) shall be governed by the laws of the State of New York.

(f)           The Indenture Trustee, in its capacity as the Securities Intermediary, has not entered into, and until the termination of this Indenture will not enter into, any agreement with any other Person relating to any of the Trust Account, the Restricted Cash Account, any Series Account or any Financial Assets credited thereto pursuant to which it has agreed to comply with Entitlement Orders of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuer, the Seller, the Manager or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders as set forth in Section 303(c) hereof.

(g)           Except for the claims and interest of the Indenture Trustee and of the Issuer hereunder in each of the Trust Account, the Restricted Cash Account and each Series Account, to the best of its knowledge without independent investigation, the Indenture Trustee, in its capacity as the initial Securities Intermediary, knows of no claim to, or interest in, any of the Trust Account, the Restricted Cash Account, any Series Account or in any Financial Asset credited thereto.  If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any of the Trust Account, the Restricted Cash Account, any Series Account or in any Financial Asset credited thereto, the Securities Intermediary will promptly notify the Indenture Trustee, the Manager, the Administrative Agent, each Interest Rate Hedge Provider and the Issuer thereof.

(h)           The Indenture Trustee shall possess a perfected security interest in all right, title and interest in and to all funds on deposit from time to time in each of the Trust Account, the Restricted Cash Account, each Series Account and in all Proceeds thereof.  Each of the Trust Account, the Restricted Cash Account and each Series Account shall be in the name of and under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and each Interest Rate Hedge Provider.  The Indenture Trustee shall make withdrawals and payments from each of the Trust Account, the Restricted Cash Account and each Series Account and apply such amounts in accordance with the provisions of the Indenture and the related Manager Report or, in the absence of any Manager Report, in accordance with written instructions from the Administrative Agent.

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(i)             The Issuer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Account, the Restricted Cash Account and any Series Account unless the security interest of the Indenture Trustee in such account and any funds or investments held therein shall continue to be perfected without any further action by any Person.

(j)             The Financial Assets and other items deposited to the accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person except as created pursuant to this Indenture.  For the avoidance of doubt, the fees and expenses of the Indenture Trustee shall be payable solely pursuant to Section 302, 403 or Section 806 of this Indenture and shall not be subject to deduction, set-off, bankers lien or other right of the Indenture Trustee.

Section 304.           Reports to Noteholders.

The Indenture Trustee shall promptly upon the receipt thereof, make available to each Noteholder, each Interest Rate Counterparty, the Manager Transfer Facilitator and each Rating Agency, a copy of each Manager Report, each Asset Base Certificate, the financial statements delivered pursuant to Section 626 and 629 hereof and each Accountants’ Report set forth in Section 8.9 of the Management Agreement and the related AUP letter, by posting copies thereof on its password-protected website (www.CTSLink.com) or at such other address as shall be specified by the Indenture Trustee from time to time in writing to each Noteholder, each Interest Rate Counterparty, the Manager Transfer Facilitator and each Rating Agency; provided, however, the Indenture Trustee shall have no obligation to provide such information described in this Section 304 until it has received the requisite information from the applicable party.  The Indenture Trustee will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor.  In connection with providing access to the Indenture Trustee’s website, the Indenture Trustee may require registration and the acceptance of a disclaimer.  The Indenture Trustee shall not be liable for the dissemination of information in accordance with the terms of this Indenture.

Section 305.           Records.

The Indenture Trustee shall cause to be kept and maintained adequate records pertaining to the Trust Account, each Restricted Cash Account and each Series Account and all receipts and disbursements therefrom.  The Indenture Trustee shall deliver at least monthlyan accounting thereof in the form of a trust statement to the Issuer, or make available on its website at www.CTSLink.com (or at such other address as the Indenture Trustee shall notify the parties hereto from time to time), the Manager, the Administrative Agent and each Interest Rate Hedge Provider.

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Section 306.           Restricted Cash Account.

(a)           The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee an Eligible Account in the name of the Indenture Trustee with the Corporate Trust Office which shall be designated the restricted cash account (the “Restricted Cash Account”) for all Series and which shall be held by the Indenture Trustee pursuant to this Indenture and the related Supplements.  Any and all moneys remitted by the Issuer, or Manager on its behalf, to the Restricted Cash Account from the Trust Account, together with any Eligible Investments in which such moneys are or will be invested or reinvested, shall be held in the Restricted Cash Account for all Series.  On the issuance date of any Series, the Issuer will deposit, or cause to be deposited, into the Restricted Cash Account sufficient amount of funds such that, after giving effect to such deposit, the amount of funds on deposit therein shall be equal to the Restricted Cash Amount, and thereafter amounts shall be deposited in the Restricted Cash Account in accordance with Section 302.  Any and all moneys remitted by the Indenture Trustee to the Restricted Cash Account shall be invested in Eligible Investments in accordance with this Indenture and shall be distributed in accordance with this Section 306.

(b)           On each Determination Date, the Indenture Trustee shall, in accordance with the terms of each applicable Supplement and the Manager Report or, in the absence of a Manager Report, pursuant to written instructions from the Administrative Agent, withdraw from the Restricted Cash Account and deposit into the Series Account for each affected Series an amount equal to the Permitted Payment Date Withdrawals for such Series.  Amounts transferred to a Series Account pursuant to the provisions of this Section 306(b) may only be used to pay amounts specified in the definition of “Permitted Payment Date Withdrawals”.  Any other conditions or restrictions related to such draw for a specific Series shall be set forth in the related Supplement.

(c)           On each Payment Date, the Indenture Trustee shall, in accordance with the Manager Report or, in the absence of a Manager Report, pursuant to written instructions from the Administrative Agent, deposit in the Trust Account for distribution in accordance with Section 302 of this Indenture the excess, if any, of (A) amounts then on deposit in the Restricted Cash Account (after giving effect to any withdrawals therefrom on such Payment Date) over (B) the Restricted Cash Amount.  On the Legal Final Payment Date for the Series with the latest Legal Final Payment Date, any remaining funds in the Restricted Cash Account shall be deposited in the Trust Account and, subject to the limitations set forth in any Supplement, distributed in accordance with Section 302 of this Indenture and the related Supplements.

(d)           If the amount on deposit in the Restricted Cash Account on a Determination Date is not sufficient to pay in full the aggregate Permitted Payment Date Withdrawals referred to in Section 306(b) above, then the amount of funds then available in the Restricted Cash Account will be allocated among the various Series on a pro rata basis in proportion to the amount of their respective PermittedPayment Date Withdrawals.

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(e)           In addition to the withdrawals set forth in Section 306(b) above, on any date on which an Event of Default has occurred and is continuing and the Notes have been accelerated in accordance with the terms of this Indenture, the Indenture Trustee, acting at the direction of the Requisite Global Majority, shall withdraw all amounts on deposit in the Restricted Cash Account and use such amounts to pay the sum of interest and arrearages then payable on the Notes plus the Aggregate Principal Balance in accordance with the priorities set forth in Section 806 hereof.

Section 307.           CUSIP Numbers.

The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Issuer will promptly notify the Indenture Trustee of any change in the “CUSIP” numbers.

Section 308.           No Claim.

Indemnity payments payable to the Seller, the Indenture Trustee and Manager shall be non-recourse to the Issuer and shall not constitute a claim against the Issuer or the Collateral in the event such amounts are not paid in accordance with Section 302 or 806 of this Indenture.

Section 309.           Compliance with Withholding Requirements.

Notwithstanding any other provision of this Indenture, the Indenture Trustee shall comply with all United States federal income tax withholding requirements with respect to payments to Noteholders of interest, original issue discount, or other amounts that the Indenture Trustee reasonably believes are applicable under the Code.  The consent of Noteholders shall not be required for any such withholding.

Section 310.           Tax Treatment of Notes.

The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for United States federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness.  The Issuer and the Indenture Trustee, by entering into this Indenture, and each Noteholder, by its acceptance of its Note, agree to treat the Notes for United States federal, state and local income, single business and franchise tax purposes as indebtedness.

Section 311.           Subordination.

Wells Fargo Bank, National Association, in its capacity as the Securities Intermediary hereby irrevocably subordinates to the security interest of the Indenture Trustee under this Indenture any and all security interest in, liens on and rights of setoff against any and all of the Collateral that the Securities Intermediary may have or acquire on the date hereof or at any time hereafter until all Outstanding Obligations, and all amounts payable by the Issuer under this Indenture and all other Related Documents have been paid in full and all covenants and agreements of the Issuer in this Indenture and all other Related Documents have been fully performed.

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ARTICLE IV

COLLATERAL

Section 401.           Collateral.

(a)           The Notes and the obligations of the Issuer hereunder shall be obligations of the Issuer as provided in Section 203 hereof.  The Noteholders and each Interest Rate Hedge Provider shall also have the benefit of, and the Notes shall be secured by and be payable from, the Issuer’s right, title and interest in the Collateral.  The income, payments and Proceeds of such Collateral shall be allocated to each such Series of Notes strictly in accordance with the applicable payment priorities set forth in Section 302 and Section 806 hereof.  Notwithstanding anything contained in this Indenture to the contrary, the Indenture Trustee or any Secured Party may reject or refuse to accept any Collateral for credit toward payment of the Notes that is an account, instrument, chattel paper, lease, or other obligation or property of any kind due from, owed by, or belonging to, a Prohibited Person.

(b)           Notwithstanding anything contained in this Indenture to the contrary, the Issuer expressly agrees that it shall remain liable under each of its Contracts and Leases to observe and perform all the conditions and obligations to be observed and performed by it thereunder and that it shall perform all of its duties and obligations thereunder, all in accordance with and pursuant to the terms and provisions of each such Contract or Lease, as the case may be.

(c)           The Indenture Trustee hereby acknowledges the appointment by the Issuer of the Manager to service and administer the Collateral in accordance with the provisions of the Management Agreement and, so long as such Management Agreement shall not have been terminated in accordance with its terms, the Indenture Trustee hereby agrees to provide the Manager with such documentation and to take all such actions with respect to the Collateral as the Manager may reasonably request in writing in accordance with the express provisions of the Management Agreement; provided, however, that the Indenture Trustee shall be entitled to receive from the Issuer reasonable compensation and cost reimbursement for any such action.  Until such time as the Management Agreement has been terminated in accordance with its terms, the Manager, on behalf of the Issuer, shall continue to collect all Accounts and payments on the Leases in accordance with the provisions of the Management Agreement and make such deposits as are required pursuant to the terms of the Intercreditor Collateral Agreement.  Any Proceeds received directly by the Issuer in payment of any Account or Leases or in payment for, or in respect of, any of the Managed Containers or on account of any of the Contracts to which the Issuer is a party shall be promptly deposited by the Issuer in precisely the form received (with all necessary endorsements) in the Trust Account, and until so deposited shall be deemed to be held in trust by the Issuer as the Indenture Trustee’s property and shall continue to be collateral security for all of the obligations secured by this Indenture and shall not constitute payment thereof until applied as hereinafter provided.  If (i) an Event of Default has occurred, (ii) any Sale of the Collateral pursuant to Section 816 hereof shall have occurred or (iii) a Manager Default has occurred, the Issuer shall at the request of the Indenture Trustee, acting with the consent of or at the direction of the Requisite Global Majority, to the extent practicable and to the extent the Issuer possesses such documents, take such action pursuant to the Intercreditor Collateral Agreement as may be specified by the Requisite Global Majority, and deliver to the Indenture Trustee (or such other Person as the Indenture Trustee may direct) originals (or, to the extent originals cannot be delivered, copies) of all other documents evidencing, and relating to, the sale and delivery of the Managed Containers, and the Issuer shall, to the extent practicable and to the extent the Issuer possesses such documents, deliver originals (or, to the extent originals cannot be delivered, copies) of all other documents evidencing and relating to, the performance of any labor, maintenance, remarketing or other service which created such Accounts, including, without limitation, all original orders, invoices and shipping receipts.  The Issuer shall be required to deliver or disclose any information, data, document or agreement which is proprietary to the Issuer, only to the extent required by the terms of the Management Agreement.

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Section 402.           Pro Rata Interest.

(a)           Except as expressly provided for herein and in any Supplement, the Notes of all Outstanding Series shall be equally and ratably entitled to the benefits of this Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Indenture and the related Supplement.  All Notes of a particular Class issued hereunder are and are to be, to the extent (including any exceptions) provided in this Indenture and the related Supplement, equally and ratably secured by this Indenture without preference, priority or distinction on account of the actual time or times of the authentication or delivery of the Notes so that all Notes of a particular Series and Class at any time Outstanding (including Notes owned by the Seller and its Affiliates, other than the Issuer) shall have the same right, Lien and preference under this Indenture and shall all be equally and ratably secured hereby with like effect as if they had all been executed, authenticated and delivered simultaneously on the date hereof.

(b)           With respect to each Series of Notes, the execution and delivery of the related Supplement shall be upon the express condition that if the conditions specified in Section 701 of this Indenture are met with respect to such Series of Notes, the security interest and all other estate and rights granted by this Indenture with respect to such Series of Notes shall cease and become null and void and all of the property, rights, and interest granted as security for the Notes of such Series shall revert to and revest in the Issuer without any other act or formality whatsoever.

Section 403.           Indenture Trustee’s Appointment as Attorney-in-Fact.

(a)           The Issuer hereby irrevocably constitutes and appoints Indenture Trustee, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Issuer and in the name of the Issuer or in its own name, from time to time, for the purpose of carrying out the terms of this Indenture, to take any and all action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Indenture; provided, however, that the Indenture Trustee has no obligation or duty to take such action nor to determine whether to perfect, file, record or maintain any perfected, filed or recorded document or instrument (all of which the Issuer shall prepare, deliver and instruct the Indenture Trustee to execute) in connection with the grant or security interest in the Collateral hereunder.

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(b)           The Indenture Trustee shall not exercise the power of attorney or any rights granted to the Indenture Trustee pursuant to this Section 403 unless an Event of Default shall have occurred and then be continuing.  The Issuer hereby ratifies, to the extent permitted by law, all actions that said attorney shall lawfully do or cause to be done by virtue hereof.  The power of attorney granted pursuant to this Section 403 is a power coupled with an interest and shall be irrevocable until all Series of Notes are paid and performed in full.

(c)           The powers conferred on the Indenture Trustee hereunder are solely to protect Indenture Trustee’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers except as set forth herein.  The Indenture Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees, agents or representatives shall be responsible to the Issuer for any act or failureto act, except for its own negligence or willful misconduct.

(d)           The Issuer also authorizes (but does not obligate) the Indenture Trustee, with the consent of or at the direction of the Requisite Global Majority and subject to the terms of the Intercreditor Collateral Agreement to (i) so long as a Manager Default is continuing, communicate with any party to any Contract or Lease relating to a Managed Container with regard to the assignment of the right, title and interest of the Issuer in and under the Contracts or Leases relating to a Managed Container hereunder and other matters relating thereto and (ii) so long as an Event of Default is continuing, execute, in connection with the sale of Collateral provided for in Article VIII hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

(e)           If the Issuer fails to perform or comply with any of its agreements contained herein and the Indenture Trustee, with the consent of and at the direction of the Requisite Global Majority, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including attorneys’ fees and expenses, of Indenture Trustee incurred in connection with such performance or compliance together with interest thereon at the rate specified in the related Supplement, shall be payable by the Issuer to the Indenture Trustee on demand and shall constitute additional Outstanding Obligations secured hereby.

Section 404.           Release of Security Interest.

The Indenture Trustee, at the written direction of the Manager, shall release from the Lien of this Indenture, any Managed Container and the Related Assets sold, transferred, exchanged or disposed of in a transaction that is permitted in accordance with Section 606(a) hereof.  In effectuating such release, the Indenture Trustee shall be provided with and shall be entitled to rely on: (A) so long as no Early Amortization Event is then continuing, a written direction of the Manager (with a copy to the Administrative Agent) identifying each Managed Container or other items to be released from the Lien of this Indenture in accordance with the provisions of this Section 404 accompanied by an Asset Base Certificate, or (B) (x) if an Early Amortization Event is then continuing, all of the following: (i) the items set forth in clause (A) above, and (ii) a certificate from the Manager (with a copy to the Administrative Agent) stating that such release is in compliance with Sections 404 and 606(a) hereof and (y) if a Manager Default is then continuing, the prior consent of the Requisite Global Majority shall also be required with respect to each such release.  The Indenture Trustee shall, at the expense of the Issuer, execute documents prepared by, or on behalf of, the Issuer evidencing such release was made in accordance with the provisions of this Section 404.  The Issuer is authorized to file any UCC partial releases in the appropriate jurisdictions with respect to such released Containers.

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The Indenture Trustee will, promptly upon receipt of such certificate from the Manager and at the Issuer’s expense, execute and deliver to the Issuer, the Seller or, the Manager, as appropriate, the Administrative Agent and each Interest Rate Hedge Provider, a non-recourse certificate of release substantially in the form of Exhibit E hereto and such additional documents and instruments as that Person may reasonably request to evidence the termination and release from the Lien of this Indenture of such Container and the other related items of Collateral.

Section 405.           Administration of Collateral; Manager Transfer Facilitator Agreement and Intercreditor Collateral Agreement.

(a)           The Indenture Trustee shall promptly as practicable notify the Noteholders, the Administrative Agent and the Manager Transfer Facilitator of any Manager Default of which a Corporate Trust Officer has actual knowledge.  If a Manager Default shall have occurred and then be continuing, the Indenture Trustee, in accordance with the written direction of the Requisite Global Majority, shall, subject to the terms of the Intercreditor Collateral Agreement, deliver to the Manager (with a copy to the Administrative Agent, each Rating Agency, and the Manager Transfer Facilitator) a Manager Termination Notice terminating the Manager of its responsibilities in accordance with the terms of the Management Agreement. If a Replacement Manager acceptable to the Requisite Global Majority has not assumed the servicing of the Managed Containers that are Terminated Containers within sixty (60) days after the date of delivery of the Manager Termination Notice, then the Indenture Trustee may and shall, at the direction of the Requisite Global Majority, appoint, or petition a court of competent jurisdiction to appoint as a successor Manager, a Person acceptable to the Requisite Global Majority, having a net worth of not less than $15,000,000 and whose regular business includes marine cargo container leasing and/or container chassis leasing. In no event shall either the Indenture Trustee or the Manager Transfer Facilitator be required to act as Manager hereunder. In connection with the appointment of a Replacement Manager, the Indenture Trustee or Administrative Agent may, with the written consent of the Requisite Global Majority, make such arrangements for the compensation of such Replacement Manager out of Collections as the Indenture Trustee (acting in accordance with the Requisite Global Majority), the Administrative Agent and such Replacement Manager shall agree; provided, however, that in no event shall the Indenture Trustee or the Manager Transfer Facilitator be liable to any Replacement Manager for such compensation.  The terminated Manager shall not be entitled to receive any Management Fee or other amounts owing to it pursuant to the Management Agreement for any period after the effective date of such replacement, but shall be entitled to receive any such amounts earned or accrued through the effective date of such replacement which amounts shall be payable in accordance with Section 302 of this Indenture.  The Indenture Trustee shall take such action, consistent with the Management Agreement and the other Related Documents, as shall be reasonably necessary to effectuate any such succession including exercising the power of attorney granted by the Manager pursuant to Section 10.4 of the Management Agreement.

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(b)           Upon a Corporate Trust Officer obtaining actual knowledge or the receipt of notice by the Indenture Trustee that any repurchase obligations of the Seller under the Contribution and Sale Agreement have arisen, the Indenture Trustee shall notify the Administrative Agent, each Rating Agency and each Noteholder of such event and shall enforce such repurchase obligations at the written direction of the Requisite Global Majority.

Section 406.           Quiet Enjoyment.

The security interest hereby granted to the Indenture Trustee by the Issuer is subject to the right of any lessee to the quiet enjoyment of any Managed Container under lease to such lessee for so long as such lessee is not in default under the Lease therefor and the Manager under the Management Agreement (including any Replacement Manager) or the Indenture Trustee (as provided in Section 405 hereof) continues to receive all amounts payable under such Lease.

Section 407.           Intercreditor Collateral Agreement and Manager Transition Facilitator Agreement.

The Indenture Trustee is hereby authorized and instructed to enter into the Intercreditor Agreement, and the Manager Transfer Facilitator Agreement, and to abide by the respective terms thereof.

ARTICLE V

RIGHTS OF NOTEHOLDERS; ALLOCATION

AND APPLICATION OF NET ISSUER PROCEEDS;

REQUISITE GLOBAL MAJORITY

Section 501.           Rights of Noteholders.

The Noteholders of each Series shall have the right to receive, to the extent necessary to make the required payments with respect to the Notes of such Series at the times and in the amounts specified in the related Supplement, (i) the portion of Collections allocable to Noteholders of such Series pursuant to this Indenture and the related Supplement, (ii) funds on deposit in the Trust Account (subject to the priorities set forth in Section 302 hereof) and the Restricted Cash Account, and (iii) funds on deposit in any Series Account for such Series or Class.  Each Noteholder, by acceptance of its Notes, (a) acknowledges and agrees that (except as expressly provided herein and in a Supplement entered into in accordance with Section 1006(b) hereof) the Noteholders of a Series or Class shall not have any interest in any Series Account (or any amounts on deposit therein) for the benefit of any other Series or Class and (b) ratifies and confirms the terms of this Indenture and the Related Documents executed in connection with such Series.

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Section 502.           Allocations Among Series.

With respect to each Collection Period, Collections on deposit in the Trust Account will be allocated to each Series then Outstanding in accordance with Article III of this Indenture and the Supplements.

Section 503.           Determination of Requisite Global Majority.

A Requisite Global Majority shall exist with respect to any action proposed to be taken pursuant to the terms of this Indenture or any Supplement if the Control Party or Control Parties representing more than fifty percent (50%) of the sum of the Existing Commitments of all Series then Outstanding shall approve or direct such proposed action (in making such a determination, each Control Party shall be deemed to have voted the entire Existing Commitment of the related Series in favor of, or in opposition to, such proposed action, as the case may be). The Indenture Trustee shall be responsible for identifying the Requisite Global Majority in accordance with the terms of this Section 503.

ARTICLE VI

COVENANTS

For so long as any Aggregate Outstanding Obligation of the Issuer remains outstanding  the Issuer shall observe each of the following covenants:

Section 601.           Payment of Principal and Interest, Payment of Taxes.

(a)           The Issuer will duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes, this Indenture and the related Supplement.

(b)           The Issuer will take all actions as are necessary to insure that all taxes and governmental claims, if any, in respect of the Issuer’s activities and assets are promptly paid.

Section 602.           Maintenance of Office.

(a)           The only “place of business” (within the meaning of Section 9-307 of the UCC) of the Issuer is locatedat Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.  The Issuer shall not establish a new place of business or location for its chief executive office outside of Bermuda or change the jurisdiction of its incorporation unless (i) it shall have given to the Indenture Trustee, each Rating Agency, the Administrative Agent and each Interest Rate Hedge Provider not less than sixty (60) days’ prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Indenture Trustee, the Administrative Agent or any Interest Rate Hedge Provider may reasonably request, (ii) not less than fifteen (15) days’ prior to the effective date of such relocation, the Issuer shall have taken, at its own cost, all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the containers to the Issuer, and shall have delivered to the Indenture Trustee, the Administrative Agent and each Interest Rate Hedge Provider copies of all filings required in connection therewith and (iii) the Issuer has delivered to the Indenture Trustee, the Administrative Agent, each Eligible Interest Rate Hedge Provider and each Rating Agency, one or more Opinions of Counsel satisfactory to the Requisite Global Majority, stating that, after giving effect to such change of location: (A) none of the Sellers and the Issuer will, pursuant to applicable Insolvency Law, be substantively consolidated in the event of any Insolvency Proceeding by, or against, the Seller, (B) under applicable Insolvency Law, the transfers of Transferred Assets made in accordance with the terms of the Related Documents will be treated as a “true sale” in the event of any Insolvency Proceeding by, or against, either Seller, and (C) either (1) in the opinion of such counsel, all registration of charges, financing statements, or other documents of similar import, and amendments thereto have been executed and filed that are necessary to fully preserve and protect the interest of the Issuer and the Indenture Trustee in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

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(b)           The Issuer shall not maintain a place of business within the United States of America.

Section 603.           Corporate Existence.

The Issuer will keep in full effect its existence, rights and franchises as an exempted company with limited liability incorporated under the laws of Bermuda, and will obtain and preserve its qualification in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of this Indenture, any Supplements issued hereunder and the Notes.

Section 604.           Protection of Collateral.

The Issuer, at its expense, will cause this Indenture and any Control Agreement to be registered under Section 55 of the Companies Act 1981 of Bermuda in the Register of Charges kept at the Office of the Registrar of Companies of Bermuda (or under any statute enacted in lieu thereof and for the time being in force, or under any law of general application relating to the registration of mortgages of or charges upon personal property for the time being in force in the Islands of Bermuda).   In addition, the Issuer will from time to time execute and deliver all amendments thereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will, upon the reasonable request of the Manager, the Indenture Trustee, the Administrative Agent or any Interest Rate Hedge Provider, take such other action necessary or advisable to:

(a)           grant more effectively the security interest in all or any portion of the Collateral;

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(b)           maintain or preserve the Lien of this Indenture (and the priority thereof) or carry out more effectively the purposes hereof including executing and filing such documents, as may be required under any international convention for the perfection of interests in containers that may be adopted subsequent to the date of this Indenture;

(c)           perfect, publish notice of, or protect the validity of the security interest in the Collateral created pursuant to this Indenture;

(d)           enforce any of the items of the Collateral;

(e)           preserve and defend its right, title and interest to the Collateral and the rights of the Indenture Trustee in such Collateral against the claims of all Persons (other than the Noteholders or any Person claiming through the Noteholders);

(f)           pay any and all taxes levied or assessed upon all or any part of the Collateral;

(g)           pay any and all fees, taxes and other charges payable in connection with the registration of this Indenture and any Supplement with the Office of the Registrar of Companies of Bermuda or any other Governmental Authority; or

(h)           notify such parties of any Commercial Tort Claims in which the Issuer has rights that arise after the Closing Date and exceed $250,000 and take such actions necessary to create and perfect the Indenture Trustee’s Lien therein.

In furtherance of clauses (b) and (c) above, the Issuer hereby agrees that if at any time subsequent to a Closing Date there is a change in Applicable Law (or a change in the interpretation of Applicable Law as in effect on such Closing Date) which, in the reasonable judgment of the Requisite Global Majority, may affect the perfection of the Indenture Trustee’s security interest in the Collateral, then the Issuer shall, within thirty (30) days after written request from the Requisite Global Majority, furnish to the Indenture Trustee, the Administrative Agent and each Rating Agency, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any Supplements hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to maintain the Lien created by this Indenture and reciting the details of such action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien.  Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any Supplements hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that, in the opinion of such counsel, are required to maintain the Lien and security interest of this Indenture. In furtherance of clause (h) above, the Issuer hereby confirms that it does not currently have any rights with respect to Commercial Tort Claims as of the Closing Date.

Section 605.           Performance of Obligations.

Except as otherwise permitted by this Indenture, the Management Agreement or the Contribution and Sale Agreement, the Issuer will not take, or fail to take, any action, and will use its best efforts not to permit any action to be taken by others, which would release any Person from any of such Person’s covenants or obligations under any agreement or instrument included in the Collateral (excluding any Interest Rate Hedge Agreement), or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such agreement or instrument (excluding any Interest Rate Hedge Agreement).

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Section 606.           Negative Covenants.  The Issuer will not, without (i) the prior written consent of the Requisite Global Majority and (ii) satisfaction of the Rating Agency Condition:

(a)           at any time sell, transfer, exchange or otherwise dispose of any of the Collateral, except as follows:

(i)             in connection with a sale to Persons that are not Prohibited Persons following the occurrence of an Event of Default pursuant to Section 816 hereof;

(ii)           sales of Managed Containers to Persons that are not Prohibited Persons in the ordinary course of business (including any such sales resulting from the sell/repair decision of the Manager) regardless of the sales proceeds realized from such sales so long as neither an Early Amortization Event nor an Event of Default is then continuing or would result from such sale of Managed Containers;

(iii)           if an Early Amortization Event but no Event of Default is then continuing or would result from such sale of Managed Containers, sales of Managed Containers to Persons that are not Prohibited Persons in the normal course of business (including any such sales resulting from the sell/repair decision of the Manager) so long as the sum of the Net Book Values of all Managed Containers that were sold for less than Net Book Value during the four (4) immediately preceding Collection Periods shall not exceed an amount equal to the product of (x) ten percent (10%) and (y) an amount equal to the quotient of (i) the sum of the aggregate Net Book Value as of the last day of each of the four (4) immediately preceding Collection Periods, divided by (ii) four (4); provided that the sale price of each such Managed Container (including payments for damage) shall not be sold for less than an amount equal to the fair market value for such Managed Container;

(iv)           any other sales of Managed Containers to Persons that are not Prohibited Persons not covered by clauses (i), (ii) or (iii), provided that each such sale must be specifically approved in writing by the Requisite Global Majority;

(v)           in connection with a repurchase or substitution by the Seller to remedy a breach of the Container Representations and Warranties;

(vi)           in connection with a sale to a Lessee pursuant to the terms of a Finance Lease;

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(vii)         sales to an Affiliate of the Issuer of one or more Managed Containers which are not then classified as Eligible Containers and which are not included in the calculation of the Asset Base, so long as: (w) after giving effect to each such sale, (x) no Early Amortization Event or an Event of Default is then continuing or would result from a sale of such Managed Containers, (y) the cash sales proceeds realized by the Issuer from a sale of such Managed Containers shall equal or exceed an amount equal to the sum of the Net Book Values of all such sold Managed Containers, and (z) the sum of the Net Book Values of all such sold Managed Containers shall not exceed an amount equal to (A) four percent (4%) in any twelve month period and (B) a cumulative amount on an aggregate basis of ten percent (10%) determined in each case based on an amount equal to the quotient of (i) the sum of the aggregate Net Book Value as of the last day of each of the four (4) immediately preceding Collection Periods, divided by (ii) four (4); or

(viii)        sales to an Affiliate of the Issuer of one or more Managed Containers included in the calculation of the Asset Base not otherwise addressed in clause (vii), so long as (x) after giving effect to each such sale, no Early Amortization Event nor an Event of Default is then continuing or would result from a sale of such Managed Containers, (y) the cash sales proceeds realized by the Issuer from such sale of Managed Containers shall equal or exceed an amount equal to the greater of (A) the sum of the then Net Book Values of all such sold Managed Containers and (B) the sum of the then Fair Market Value of all such sold Managed Containers, and (z) the Indenture Trustee shall have received a written confirmation from counsel to the Issuer confirming that sales shall not change the conclusions set forth in its previously delivered Opinions of Counsel regarding true sale and nonconsolidation.

(b)           claim any credit on, make any deduction from the principal, premium, if any, or interest payable in respect of the Notes (other than amounts properly withheld from such payments under any Applicable Law) or assert any claim against any present or former Noteholder by reason of the payment of any taxes levied or assessed upon any of the Collateral;

(c)           (i) permit the validity or effectiveness of this Indenture to be impaired, or (ii) permit the Lien of this Indenture with respect to the Collateral (excluding any Interest Rate Hedge Agreement) to be subordinated, terminated or discharged, except as permitted with respect to a sale of such Collateral made in accordance with Section 404, this Section 606 or Article VII hereof or upon payment in full of all Aggregate Outstanding Obligations, (iii) amend or waive the limitation set forth in the second sentence of Section 624 without the consent of the Control Party for each Series of Notes then Outstanding, or (iv) permit any Person to be released from any covenants or obligations with respect to such Collateral (excluding any Interest Rate Hedge Agreement), except as may be expressly permitted by the Management Agreement or the Contribution and Sale Agreement;

(d)           permit any Lien (except any Permitted Encumbrance) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the Proceeds thereof other than the Lien created pursuant to this Indenture;

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(e)           permit the Lien of this Indenture not to constitute a valid first priorityperfected security interestin the Collateral;

(f)            fail to maintain the registration of this Indenture or any Supplement with the Officeof the Registrar of Companies of Bermuda or fail to maintain the effectiveness of any required UCC financing statements filed in the applicable jurisdictions; or

(g)           for purposes of the Asset Base calculation only (and not with respect to GAAP accounting matters), revise the Depreciation Policy with respect to the Managed Containers in such a way as to shorten the period of depreciable life or reduce the amount of depreciation expense that would be recorded in any year from that which would have been recorded pursuant to the Depreciation Policy then in effect without obtaining in each such instance (i) the prior written consent of the Requisite Global Majority and (ii) evidence that the Rating Agency Condition shall have been satisfied.

Section 607.           Non-Consolidation of Issuer.

(a)           The Issuer shall be operated in such a manner that it shall not be substantively consolidated with the estate of any other Person in the event of the bankruptcy or insolvency of the Issuer or such other Person.  Without limiting the foregoing, the Issuer shall (1) conduct its business in its own name, (2) except as required for reporting with the Securities and Exchange Commission or for GAAP accounting with respect to Manager's and CAI's publicly-disclosed financial results, maintain its books, records and bank accounts separate from those of any other Person, (3) not commingle its funds with those of any other Person (except as contemplated by the Intercreditor Collateral Agreement and for any commingling of monies attributable to the Managed Containers that are on deposit in the Manager Collection Account until such time as such monies are transferred to the Trust Account in accordance with the terms of the Management Agreement), (4) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and, to the extent that the Issuer’s assets, liabilities, expenses, revenues, and other financial information are required to be included in any consolidated financial statement, a note will be included in such financial statements that indicates that the Issuer is a separate legal entity from the other members of the consolidated group, its assets are not assets of any other member of the consolidated group, and its assets are not available to the creditors of any other member of the consolidated group, (5) other than with respect to Manager Advances, pay its own liabilities and expenses out of its own funds, (6) enter into a transaction with an Affiliate only if such transaction is intrinsically fair, commercially reasonable and on the same terms as would be available in an arm’s length transaction with a Person or entity that is not an Affiliate (provided, any transaction between the Issuer and an Affiliate pursuant to the Management Agreement, the Contribution and Sale Agreement shall be deemed to have satisfied this clause (6)), (7) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, (8) hold itself out as a separate entity and maintain adequate capital in light of its contemplated business operations and (9) observe all other organizational formalities.

(b)           Notwithstanding any provision of law which otherwise empowers the Issuer, the Issuer shall not (1) hold itself out as being liable for the debts of any other Person, (2) act other than in its corporate name and through its duly authorized officers or agents, (3) engage in any joint activity or transaction of any kind with or for the benefit of any Affiliate including any of the transactions described in Section 611 hereof, except (i) payment of lawful distributions to its members and (ii) the execution, delivery and performance of the Management Agreement, (4) enter into any transaction that is prohibited pursuant to the provisions of Section 610 herein or (5) take any other action that would be inconsistent with maintaining the separate legal identity of the Issuer or engage in any other activity not contemplated by this Indenture and the Related Documents.

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Section 608.           No Bankruptcy Petition.

The Issuer shall not (1) commence any Insolvency Proceeding seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3) make a general assignment for the benefit of creditors, or (4) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing.

Section 609.           Liens.

The Issuer shall not (i) permit any Lien (except any Permitted Encumbrance) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the Proceeds thereof; or (ii) permit the Lien of this Indenture not to constitute a valid first priority security interest in the Collateral.

Section 610.           Other Indebtedness.

The Issuer shall not contract for, create, incur, assume or suffer to exist any Indebtedness except (i) any Notes issued pursuant to this Indenture or any Supplement issued hereunder, (ii) obligations incurred in accordance with the terms of the Related Documents including, without limitation, Manager Advances and Management Fees incurred in accordance with the terms of the Management Agreement, (iii) trade payables and expense accruals incurred in the ordinary course and which are incidental to the purposes permitted pursuant to the Issuer’s charter documents and (iv) Interest Rate Hedge Agreements required or permitted pursuant to the terms of the related Supplement.  For the avoidance of doubt, the Issuer shall not incur any Indebtedness for borrowed money other than pursuant to clauses (i) and (iv) of this Section 610.

Section 611.           Guarantees, Loans, Advances and Other Liabilities.

The Issuer will not make any loan, advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing, or otherwise), endorse (except for the endorsement of checks for collection or deposit) or otherwise become contingently liable, directly or indirectly, in connection with the obligations, shares, stock or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any share, stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person.

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Section 612.           Consolidation, Amalgamation, Merger and Sale of Assets; Ownership of the Issuer.

(a)           The Issuer shall not consolidate with, amalgamate or merge with or into any other Person or sell, convey, transfer or lease all or substantially all of its assets, whether in a single transaction or a series of transactions, to any Person, except for (i) any such sale, conveyance or transfer contemplated in this Indenture or any Supplement issued hereunder and (ii) any Lease of a Managed Container in accordance with the terms of the Management Agreement.

(b)           The obligations of the Issuer hereunder shall not be assignable nor shall any Person succeed to the obligations of the Issuer hereunder except in each case in accordance with the provisions of this Indenture.

(c)           The Issuer shall give prior written notice to the Rating Agencies of any action pursuant to this Section 612.

Section 613.           Other Agreements.

The Issuer will not after the date of the issuance of the Notes enter into or become a party to any agreements or instruments other than (i) this Indenture, the Supplements, the Contribution and Sale Agreement, the Management Agreement, the Note Purchase Agreement, the other Related Documents for any Series of Notes and any agreements or instruments contemplated under the foregoing agreements listed in this clause (i), (ii) any agreement pursuant to which the Issuer issues additional shares to any other Person, (iii) any indemnification agreements with officers and directors of the Issuer provided that any payments owing by the Issuer thereunder shall be payable only to the extent set forth in Section 302 hereof, (iv) any agreement among the Issuer and one or more Affiliates with respect to the payment and accounting treatment of routine administrative expenses incurred by or on behalf of the Issuer in the normal course of its business, (v) any Interest Rate Hedge Agreement required or permitted pursuant to the terms of the related Supplement, (vi) the Intercreditor Collateral Agreement and (vii) any other agreement(s) contemplated by any Related Document, including, without limitation, any agreement(s) for disposition of the Transferred Assets permitted by Sections 404, 606(a), 804 or 816 hereof and any agreement(s) for the sale, repurchase, lease or re-lease of a container made in accordance with the provisions of the Contribution and Sale Agreement or the Management Agreement.  In addition, the Issuer will not amend, modify or waive any provision of the Contribution and Sale Agreement, the Management Agreement or any other Related Documents or give any approval or consent or permission provided for therein without the prior written consent of the requisite Persons set forth in the Contribution and Sale Agreement, the Management Agreement or such other Related Documents, respectively, except to the extent such waiver, modification or amendment is permitted pursuant to the terms of such agreement.

Section 614.           Charter Documents.

The Issuer will not amend or modify its memorandum of association or bye-laws or issue shares to any Person other than CAL, in each case, without (i) the prior written consent of the Requisite Global Majority and (ii) the prior written notice to the Rating Agencies and satisfaction of the Rating Agency Condition.

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Section 615.           Capital Expenditures.

The Issuer will not make any expenditure (by long-term or operating lease or otherwise) for capital assets (both realty and personalty), except for (a) acquisition of additional containers made in accordance with the terms of the Management Agreement or (b) capital improvements to the containers in the ordinary course of its business and in accordance with the Management Agreement.

Section 616.           Permitted Activities.

The Issuer will not engage in any activity or enter into any transaction except as permitted under its memorandum of association or bye-laws as in effect on the dateon which this Indenture is executed.  The Issuer will observe all organizational and managerial procedures required by its constitutional documents and Applicable Law.  The Issuer shall (i) keep complete minutes of the meetings and other proceedings of the Issuer and (ii) continuously maintain the resolutions, agreements and other instruments underlying the transaction contemplated by the Related Documents.

Section 617.           Investment Company.

The Issuer will conduct its operations in a manner which will not subject it to registration as an “investment company” under the Investment Company Act of 1940, as amended.

Section 618.           Payments of Collateral.

If the Issuer shall receive from any Person any payments with respect to the Collateral (to the extent such Collateral has not been released from the Lien of this Indenture in accordance with Section 404 hereof), the Issuer shall receive such payment in trust for the Indenture Trustee, as secured party hereunder, and subject to the Indenture Trustee’s security interest and shall, by not later than one Business Day after receipt thereof, deposit such payment in the Trust Account.

Section 619.           Notices.

The Issuer shall notify the Indenture Trustee, the Administrative Agent, each Rating Agency, each Interest Rate Hedge Provider and the Manager Transfer Facilitator (but in the case of the Manager Transfer Facilitator only with respect to the occurrence of an Event of Default under the Management Agreement) in writing of any of the following immediately upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken by the Person(s) affected with respect thereto:

(a)           Event of Default.  The occurrence of an Event of Default and any acceleration of any Notes hereunder;

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(b)           Litigation.  The institution of any litigation, arbitration proceeding or Proceeding before any Governmental Authority which might reasonably be expected to have or result in a Material Adverse Change;

(c)           Material Adverse Change.  The occurrence of a Material Adverse Change;

(d)           Other Events.  The occurrence of an Early Amortization Event or such other events that may, with the giving of notice or the passage of time or both, constitute an Event of Default; and

(e)           Management Agreement.  The occurrence of an “Event of Default” under the Management Agreement.

Section 620.           Books and Records.  The Issuer shall, and shall cause the Manager to, maintain complete and accurate books and records in which full and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities.  In connection with each transfer of Transferred Assets, the Issuer shall report, or cause to be reported, on its financial records the transfer of the Transferred Assets as a purchase under GAAP.  The Issuer will ensure that no financial statement, nor any consolidated financial statements of the Issuer, suggests that the assets of the Issuer are available to pay the debts of either of the Sellers, the Manager, or any of their Affiliates.

Section 621.           Taxes.  The Issuer shall, or shall cause the Manager to, pay when due, all of its taxes, unless and only to the extent that Issuer is contesting such taxes in good faith and by appropriate Proceedings and Issuer has set aside on its books such reserves or other appropriate provisions therefor as may be required by GAAP.

Section 622.           Subsidiaries.  The Issuer shall not create any Subsidiaries.

Section 623.           Investments.  The Issuer shall not make or permit to exist any Investment in any Person except for Investments in Eligible Investments made in accordance with the terms of this Indenture.

Section 624.           Use of Proceeds.  The Issuer shall use the proceeds of the Notes only for general corporate purposes including the purchase of the Managed Containers, the distribution of dividends, paying down debt  and paying the costs of the issuance of the Notes.  In addition, Issuer shall not permit any proceeds of the Notes to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying any margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as amended from time to time, and shall furnish to each Holder, upon its request, a statement in conformity with the requirements of Regulation U.

Section 625.           Purchase of Additional Containers.

The Issuer shall not use funds classified as an Issuer Expense to purchase additional Containers.

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Section 626.           Financial Statements.

The Issuer shall deliver (or shall cause the Manager to deliver) to the Indenture Trustee, each Rating Agency and the Administrative Agent, (a) quarterly financial statements of each of (i) the Issuer, and (ii) CAI and its consolidated Subsidiaries, in each case within sixty (60) days of the end of each fiscal quarter (commencing with the fiscal quarter ended September 30, 2011), and (b) annual financial statements of each of (i) the Issuer, and (ii) CAI and its consolidated Subsidiaries, in each case audited by their regular Independent Accountants, within one hundred twenty (120) days of the end of each fiscal year ending on and after December 31, 2010.  All financial statements shall be prepared in accordance with GAAP.  For so long as CAI files its financial statements with the U.S. Securities and Exchange Commission, CAI will be deemed to have delivered its financial statements upon the filing of such financial statements with the U.S. Securities and Exchange Commission.  Delivery of such reports, information and documents to the Indenture Trustee is for informational purposes only and the Indenture Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Indenture Trustee is entitled to rely exclusively on Officer’s Certificates).

Section 627.           OFAC.

The Issuer shall not (i) in a manner which would violate the laws of the United States, other than pursuant to a license issued by OFAC, lease, or consent to any sublease of, any of the Containers to any Person that is a Prohibited Person or (ii) derive any of its assets or operating income from investments in or transactions with any such Prohibited Person. If the Issuer obtains knowledge that a Container is subleased to a Prohibited Person or located or used in a Prohibited Jurisdiction in a manner which would violate the laws of the United States (other than pursuant to a license issued by OFAC), then the Issuer shall, within ten (10) Business Days after obtaining knowledge thereof, remove such Container from the Asset Base for so long as such condition continues.

Section 628.           UNIDROIT Convention.

The Issuer shall comply with the terms and provisions of the UNIDROIT Convention or any other internationally recognized system for recording interests in or liens against shipping containers at the time that such convention is adopted by the container leasing industry.

Section 629.           Other Information.

For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will, and shall cause Manager to, (i) provide or cause to be provided to any Holder of Notes and any prospective purchaser thereof designated by such a Holder, upon the request of such Holder or prospective purchaser, the information required to be provided to such Holder or prospective purchaser by Rule 144A(d)(4) under the Securities Act; and (ii) update such information to prevent such information from becoming materially false and materially misleading in a manner adverse to any Noteholder.

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Section 630.           Separate Identity.

The Issuer will be operated, or will cause itself to be operated, so that the Issuer will not be substantively consolidated with CAI, the Manager or any of their Affiliates.

Section 631.           Amendment of Intercreditor Collateral Agreement; Termination of Management Agreement.

(a)           Prior to the initial Funding Date of the first Series of Notes, the Issuer shall not, without the prior written consent of the Requisite Global Majority, consent to any amendment, modification or revision to the Intercreditor Collateral Agreement except any amendment, modification or revision: (i) to add parties to the Intercreditor Agreement pursuant to an Investor Supplemental Agreement, Non-Revolving Lender Supplemental Agreement or a CAI Subsidiary Supplemental Agreement; and (ii) that do not adversely affect any Noteholder’s priority of payments shall not be deemed such an amendment, modification or revision, so long as an Opinion of Counsel has been delivered to the Indenture Trustee, stating that such amendment of the Intercreditor Collateral Agreement not requiring consent of the Requisite Global Majority, does not adversely affect any Noteholder’s priority of payments, together with an Officer’s Certificate of the Issuer as to the facts surrounding such amendment on which such Opinion of Counsel is based.

(b)           The Issuer shall not amend, modify or terminate the Management Agreement or the Contribution and Sale Agreement except in accordance with the terms of such agreement.

ARTICLE VII

DISCHARGE OF INDENTURE; PREPAYMENTS

Section 701.           Full Discharge.

Upon payment in full of the Aggregate Outstanding Obligations, the Indenture Trustee shall, at the request and at the expense of the Issuer, execute and deliver to the Issuer such deeds or other instruments as shall be requisite to evidence the satisfaction and discharge of this Indenture and the security hereby created with respect to the applicable Series, and to release the Issuer from its covenants contained in this Indenture and the related Supplement with respect to such Series.  In connection with the satisfaction and discharge of the Indenture the Indenture Trustee shall be provided with and shall be entitled to conclusively rely upon an Opinion of Counsel stating that such satisfaction and discharge is authorized and permitted.

Section 702.           Prepayment of Notes.

(a)           Mandatory Prepayments.  Unless otherwise specified in a Supplement, the Issuer shall be required to prepay the then unpaid principal balance of all, or a portion of, one or more Series of Notes then Outstanding if, on any Payment Date, the then Aggregate Principal Balance exceeds the Asset Base.  Such Prepayment shall be in the amount of such Asset Base Deficiency and shall be paid in accordance with the priority of payments set forth in Section 302 hereof. The calculations referred to herein shall be evidenced by the Manager Report received by the Indenture Trustee on any Determination Date.  Any such Prepayment shall be allocated, first to each Series of Warehouse Notes then Outstanding on a pro rata basis, in proportion to the then unpaid principal balance of such Warehouse Notes, until the principal balances of all Warehouse Notes have been paid in full, and then to all Series of Term Notes then Outstanding on a pro rata basis, in proportion to the then unpaid principal balance of each such Series of Term Notes.  Notwithstanding the foregoing, if sufficient funds are not available to allow the Issuer to prepay the principal balance of the Warehouse Notes in an amount equal to the Asset Base Deficiency on such Payment Date, then the amount of any Supplemental Principal Payment Amount to be actually paid on such Payment Date shall be allocated among all Series of Notes then Outstanding (including the Term Notes) on a pro rata basis, in proportion to the then unpaid principal balance of such Notes.

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(b)           Voluntary Prepayments.  So long as no Early Amortization Event is then continuing, the Issuer may, from time to time, make an optional Prepayment of principal of the Notes of a Series at the times, in the amounts and subject to the conditions and limitations set forth in the Supplement for the Series of Notes to be prepaid.  If an Early Amortization Event is then continuing, all optional Prepayments made in accordance with the provisions of this Section 702(b) shall be applied in accordance with the applicable provisions of Section 302 hereof.  The Issuer shall promptly confirm any telephonic notice of prepayment in writing.  Any optional Prepayment of principal made by the Issuer pursuant to this Section 702(b) shall also include accrued interest to the date of the prepayment on the amount being prepaid.  Any optional Prepayment made pursuant to the provisions of this Section 702(b) shall be accomplished by a deposit of funds directly into the Trust Account and, unless otherwise specified in the Supplement for any Series of Notes then Outstanding, may be applied by the Issuer to reduce the unpaid principal balance of one or more Series of Notes then Outstanding, such Series to be selected in the sole discretion of the Issuer.  Notice of any voluntary prepayment of a Series of Term Notes to be made by the Issuer pursuant to the provisions of this Section 702(b) shall be given by the Issuer to the Indenture Trustee and, if applicable, the Series of Notes to be prepaid, not later than the tenth (10th) day prior to the date of such prepayment and not earlier than the Payment Date immediately preceding the date of such Prepayment.

(c)           Repayment of Eligible Interest Rate Hedge Providers.  If the Issuer has elected to make a voluntary Prepayment in accordance with the provisions of Section 702(b) above or is required to make a Prepayment in accordance with the provisions of Section 702(a) above, then in addition to such Prepayment, the Issuer shall pay such amount, including any termination payments, necessary (in each case as determined by the Administrative Agent and after taking account of payment priorities set forth in Section 302 hereunder) to reduce the aggregate notional balance of all outstanding transactions under the Interest Rate Hedge Agreements then in effect to the level required under the related Supplement and not in excess of such requirements by more than the amounts set forth in Section 411(b)(ii) of the related Supplement.  So long as no Early Amortization Event or Event of Default is then continuing, the Issuer (or the Manager on its behalf) may exercise its discretion in selecting the specific transactions and the notional amounts thereof to be terminated.  If an Early Amortization Event or Event of Default is then continuing the outstanding transactions will be terminated on a pro rata basis, based on the respective notional amounts for each remaining calculation period so that the remaining notional amounts for all future calculation periods under such transactions shall comply with the requirements of the related Supplement and not exceed such requirements by more than the amounts set forth in the related Supplement.

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(d)           Adjustment of Prospective Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts.  In the event that the Issuer makes a prepayment of less than all of the aggregate unpaid principal balance of any Series of Term Notes in accordance with the provisions of Section 702(a) or Section 702(b), then the Issuer shall promptly (but in any event within five (5) Business Days after the date on which such Prepayment is made) thereafter recalculate (subject to verification by the Indenture Trustee) the Minimum Principal Payment Amount and Scheduled Principal Payment Amount for each future Payment Date for each such Series of Notes being prepaid by an amount equal to the quotient of (i) the aggregate amount of the prepayment received by such Series divided by (ii) the number of remaining Payment Dates to and including, (A) the Legal Final Payment Date (with respect to the Minimum Principal Payment Amount) or (B) the Expected Final Payment Date (with respect to the Scheduled Principal Payment Amount), for such Series of Notes.

Section 703.           Unclaimed Funds.

In the event that any amount due to any Noteholder remains unclaimed, the Issuer shall, at its expense, cause to be published once, in the eastern edition of The Wall Street Journal notice that such money remains unclaimed.  Any such unclaimed amounts shall not be invested by the Indenture Trustee (notwithstanding the provisions of Section 303 hereof) and no additional interest shall accrue on the related Note subsequent to the date on which such funds were available for distribution to such Noteholder.  Any such unclaimed amounts shall be held by the Indenture Trustee in trust until the latest of (i) two (2) years after the date of the publication described in the second preceding sentence, (ii) the date all other registered Noteholders of such Series shall have received full payment of all principal, interest, premium, if any, and other sums payable to them on such Notes or the Indenture Trustee shall hold (and shall have notified the registered Noteholders that it holds) in trust for that purpose an amount sufficient to make full payment thereof when due and (iii) the date the Issuer shall have fully performed and observed all its covenants and obligations contained in this Indenture and the related Supplement with respect to such Series of Notes.  Thereafter, any such unclaimed amounts shall be paid to the Issuer by the Indenture Trustee on written demand; and thereupon each of the Indenture Trustee and the Issuer shall be released from all further liability with respect to such monies, and thereafter the registered Noteholders in respect of which such monies were so paid to the Issuer shall have no rights in respect thereof.

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ARTICLE VIII

DEFAULT PROVISIONS AND REMEDIES

Section 801.           Event of Default.

“Event of Default”, wherever used herein with respect to any Series of Notes, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority):

(i)            default in (A) the payment on any Payment Date of any interest or premium, if any, then due and payable on any Series of Notes, (B) the payment on the applicable Legal Final Payment Date of the then unpaid principal balance of any Series of Notes, or (C) any Indenture Trustee’s Fees then due and payable;

(ii)           default in the payment of other amounts not dealt with in clause (i) above owing to the Noteholders of any Series, and the continuation of such default for more than three (3) Business Days after the same shall have become due and payable in accordance with the terms of such Notes, this Indenture, the related Supplement or any other Related Documents;

(iii)           default by the Issuer in the performance, or breach by the Issuer of, a covenant of the Issuer set forth in Section 606, 607 (except clause (a)(4), 608, 609, 610, 611, 612, 613, 614, 615, 616, 622, 623, 627 or 631 of this Indenture and, if curable, such condition continues unremedied for fifteen (15) days;

(iv)           default in the performance, or breach, of any covenant of the Issuer or the Seller in any Related Document (to the extent such breach is not otherwise addressed in this Section 801) which breach materially and adversely affects the interest of any Noteholder or any Interest Rate Hedge Provider, and continues for a period of thirty (30) days after the earliest of (i) any Authorized Officer of the Issuer or the Seller, as the case may be, first acquiring knowledge thereof, (ii) the Indenture Trustee’s giving written notice thereof to the Issuer or the Seller, as the case may be, or (iii) any Noteholder giving written notice thereof to the Issuer or the Seller, as the case may be, and the Indenture Trustee; provided, however, that if the Issuer or the Seller, as the case may be, is diligently attempting to effect such cure at the end of such thirty (30) day period, the Issuer or the Seller, as the case may be, shall be entitled to an additional thirty (30) day period in which to complete such cure.

(v)           any representation or warranty of the Issuer or the Seller made in any Related Document shall prove to be incorrect in any material respect as of the time when the same shall have been made which breach materially and adversely affects the interest of any Noteholder, any Interest Rate Hedge Provider and continues and, if capable of cure, the continuance of such condition for a period of thirty (30) days after the earliest of (i) any Authorized Officer of the Issuer or the Seller, as the case may be, first acquiring knowledge thereof, (ii) the Indenture Trustee’s giving written notice thereof to the Issuer or the Seller, as the case may be, or (iii) any Noteholder giving written notice thereof to the Issuer or the Seller, as the case may be, and the Indenture Trustee; provided, however, that if the Issuer or the Seller, as the case may be, is diligently attempting to effect such cure at the end of such thirty (30) day period, the Issuer or the Seller, as the case may be, shall be entitled to an additional thirty (30) day period in which to complete such cure;

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(vi)           the entry of a decree or order for relief by a court having jurisdiction in respect of the Issuer in any involuntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official) for the Issuer or for any substantial part of its properties, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of thirty (30) consecutive days;

(vii)         the commencement by the Issuer of a voluntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or other similar official) of the Issuer or any substantial part of its properties, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as they become due, or the taking of any action by the Issuer in furtherance of any such action;

(viii)         all of the following conditions shall have occurred: (A) a Manager Default shall have occurred and shall not have been remedied, waived or cured for a period of sixty (60) days after the earliest of (i) any Authorized Officer of the Issuer, the Manager or the Seller, as the case may be, first acquiring knowledge thereof, (ii) the Indenture Trustee’s giving written notice thereof to the Issuer, the Manager or the Seller, as the case may be, or (iii) any Noteholder giving written notice thereof to the Issuer, the Manager or the Seller, as the case may be, and the Indenture Trustee, (B) the Indenture Trustee (acting at the direction of the Requisite Global Majority) shall have directed the Issuer in writing, with a copy of such written direction delivered to the Manager (the “Replacement Request”), to appoint a Replacement Manager for the Terminated Containers in accordance with the terms of the Management Agreement, and (C) a Replacement Manager shall not have been appointed and assumed the management of all Terminated Containers pursuant to a management agreement reasonably acceptable to the Requisite Global Majority by the date which is sixty (60) days after the date on which such Manager Default initially occurred;

(ix)           the Indenture Trustee shall fail to have a first priority perfected security interest in the Collateral (unless waived by the Requisite Global Majority);

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(x)           as of any date of determination, the Aggregate Principal Balance shall exceed the sum of (A) the product of (i) one hundred percent (100%) and (ii) the Aggregate Asset Value, plus (B) the product of (i) one hundred percent (100%) and (ii) the then current balance on deposit in  the Restricted Cash Account;

(xi)           the Issuer is required to register as an Investment Company under the Investment Company Act of 1940, as amended;

(xii)           the occurrence of a reportable event (within the meaning of Section 4043 of ERISA) with respect to any Plan maintained by the Issuer as to which the Pension Benefit Guaranty Corporation has not by regulation waived the requirement that it be notified thereof, or the occurrence of any event or condition with respect to a Plan which reasonably could be expected to result in any liability in excess of $250,000 or which actually results in the imposition of a Lien on the assets of the Issuer;

(xiii)           any event, or series of events, by which CAI shall own, directly or indirectly, less than seventy percent (70%) of the Capital Stock of CAL; or

(xiv)           any event, or series of events, by which CAL shall own, directly or indirectly, less than one hundred percent (100%) of the Capital Stock of the Issuer.

The occurrence of an Event of Default with respect to one Series of Notes, except to the extent waived in accordance with Section 813 hereof, shall constitute an Event of Default with respect to all other Series of Notes then Outstanding unless the related Supplement with respect to each such Series of Notes shall specifically provide to the contrary.

Section 802.           Acceleration of Stated Maturity; Rescission and Annulment.

(a)           Upon the occurrence of an Event of Default of type described in paragraph (vi) or (vii) of Section 801, the unpaid principal balance of, and accrued interest on, all Series of Notes, together with all other amounts then due and owing to the Noteholders and each Interest Rate Hedge Provider shall become immediately due and payable without further action by any Person.  Except as set forth in the immediately preceding sentence, if an Event of Default under Section 801 occurs and is continuing, then and in every such case the Indenture Trustee may, and shall at the direction of any of (A) any affected Noteholder in accordance with Section 808 or (B) the Requisite Global Majority in all other instances, declare the principal of and accrued interest on all Notes of all Series then Outstanding to be due and payable immediately, by a notice in writing to the Issuer and to the Indenture Trustee given by the Requisite Global Majority, and upon any such declaration such principal and accrued interest shall become immediately due and payable.

(b)           At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article provided, the Requisite Global Majority, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

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(i)           the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

(A)           all of the installments of interest and premium on and, if the Legal Final Payment Date has occurred with respect to any Series, principal of all Notes of such Series which were overdue prior to the date of such acceleration;

(B)           to the extent that payment of such interest is lawful, interest at the applicable Overdue Rate on the amounts set forth in clause (A) above;

(C)           all sums paid or advanced by the Indenture Trustee hereunder or the Manager and the reasonable compensation, out-of-pocket expenses, disbursements and advances of the Indenture Trustee, its agents and counsel incurred in connection with the enforcement of this Indenture;

(D)           all scheduled payments due under any Interest Rate Hedge Agreement, together with interest thereon in accordance with the terms thereof, and

(ii)           all Events of Default, other than the nonpayment of the principal of or interest on Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 813 hereof.

No such rescission with respect to any Event of Default shall affect any subsequent Event of Default or impair any right consequent thereon, nor shall any such rescission affect any Interest Rate Hedge Agreement which has been terminated in accordance with its terms.

Section 803.           Collection of Indebtedness.

The Issuer covenants that, if an Event of Default occurs and is continuing and a declaration of acceleration has been made under Section 802 and not rescinded, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Noteholders of all Series then Outstanding and each Interest Rate Hedge Provider, an amount equal to the sum of (i) the sum of (A) the whole amount then due and payable for all Series of Notes then Outstanding, (B) all amounts owing by the Issuer under any Interest Rate Hedge Agreement, and (C) such further amounts as shall be required to pay in full all of the Outstanding Obligations, including in each case, the costs and out-of-pocket expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee the Requisite Global Majority, their agents and counsel incurred in connection with the enforcement of this Indenture, and (ii) to the extent that the payment of such interest is lawful, interest on the amount set forth in clause (i) at the applicable Overdue Rate with respect to the Notes and at the applicable default rate as set forth in the related Interest Rate Hedge Agreements or other Related Documents.

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Section 804.           Remedies.

If an Event of Default shall occur and be continuing, the Indenture Trustee, by such officer or agent as it may appoint, shall notify each Noteholder, the Administrative Agent, each Interest Rate Hedge Provider and the applicable Rating Agencies, if any, of such Event of Default.  So long as an Event of Default is continuing, the Indenture Trustee may, and shall if instructed by the Requisite Global Majority in each instance:

(i)             institute any Proceedings, in its own name and as trustee of an express trust, for the collection of all amounts then due and payable on the Notes of all Series or under this Indenture or the related Supplement with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Collateral and any other assets of the Issuer any monies adjudged due;

(ii)           subject to the quiet enjoyment rights of any lessee of a Managed Container, sell (including any sale made in accordance with Section 816 hereof), hold or lease the Collateral or any portion thereof or rights or interest therein, at one or more public or private transactions conducted in any manner permitted by law;

(iii)           institute any Proceedings from time to time for the complete or partial foreclosure of the Lien created by this Indenture with respect to the Collateral;

(iv)           institute such other appropriate Proceedings to protect and enforce any other rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy;

(v)           exercise any remedies of a secured party under the UCC or any Applicable Law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee or the Noteholders hereunder;

(vi)           appoint a receiver or a manager over the Issuer or its assets; and

(vii)           if a Manager Default is then continuing, terminate the Management Agreement in accordance with its terms.

Section 805.           Indenture Trustee May Enforce Claims Without Possession of Notes.

(a)           In all Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all of the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

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(b)           All rights of action and claims under this Indenture, the related Supplement or any of the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of such Notes or the production thereof in any Proceeding relating thereto, and any such Proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery whether by judgment, settlement or otherwise shall, after provision for the payment of the reasonable compensation, expenses, and disbursements incurred and advances made, by the Indenture Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes, subject to the subordination of payments among Classes of a particular Series as set forth in the related Supplement.

Section 806.           Allocation of Money Collected.  If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise and any other monies that may be held or thereafter received by the Indenture Trustee as security for such Notes shall be applied, to the extent permitted by law, in the following order, at the date or dates fixed by the Indenture Trustee:

FIRST:  To the payment of all amounts due the Indenture Trustee under Section 905 hereof; and

SECOND:  Any remaining amounts shall be distributed in accordance with Section 302(c)(III) hereof.

Section 807.           Limitation on Suits.

Except as permitted pursuant to Section 808 hereof, no Noteholder shall have the right to institute any Proceeding, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(i)             such Holder has previously given written notice to the Indenture Trustee and the Requisite Global Majority of a continuing Event of Default;

(ii)            the Requisite Global Majority shall have made written request to the Indenture Trustee to institute Proceedings in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(iii)           such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(iv)           the Indenture Trustee has, for thirty (30) days after its receipt by a Corporate Trust Officer of such notice, request and offer of security or indemnity, failed to institute any such Proceeding; and

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(v)           no direction inconsistent with such written request has been given to the Indenture Trustee during such thirty (30) day period by the Requisite Global Majority;

it being understood and intended that no one or more Noteholders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholder, or to obtain or to seek to obtain priority or preference over any other Noteholder (except to the extent provided in the related Supplement) or to enforce any right under this Indenture, except in the manner herein provided and for the benefit of all Noteholders.

Section 808.           Unconditional Right of Holders to Receive Principal, Interest and Commitment Fees.

Notwithstanding any other provision of this Indenture, each Noteholder shall have the right, which is absolute and unconditional, to receive payment of the principal of, and interest, commitment fees and premiums in respect of such Note as such principal, interest and commitment fees becomes due and payable in accordance with the provisions of this Indenture and the related Supplement and to institute any Proceeding for the enforcement of such payment, and such rights shall not be impaired without the consent of such Holder.

Section 809.           Restoration of Rights and Remedies.

If the Indenture Trustee, any Holder has instituted any Proceeding to enforce any right or remedy under this Indenture or the related Supplement and such Proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Indenture Trustee, or to such Holder, then and in every such case, subject to any determination in such Proceeding, the Issuer, the Indenture Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Indenture Trustee and the Holders shall continue as though no such Proceeding had been instituted.

Section 810.           Rights and Remedies Cumulative.

No right or remedy conferred upon or reserved to the Indenture Trustee, any Interest Rate Hedge Provider or to the Holders pursuant to this Indenture or any Supplement is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 811.           Delay or Omission Not Waiver.

No delay or omission of the Indenture Trustee, any Interest Rate Hedge Provider or any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or by law to the Indenture Trustee, any Interest Rate Hedge Provider, or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee, by any Interest Rate Hedge Provider, or by the Holders, as the case may be.

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Section 812.           Control by Requisite Global Majority.

(a)           Upon the occurrence of an Event of Default, the Requisite Global Majority shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee or exercising any trust or power conferred on the Indenture Trustee, provided that (i) such direction shall not be in conflict with any rule of law or with this Indenture, including, without limitation, Section 804 hereof and (ii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction.

(b)           Notwithstanding the grant of a security interest to secure the Outstanding Obligations owing to the Indenture Trustee, for the benefit of the Noteholders and each Interest Rate Hedge Provider, all rights to direct actions or to exercise rights or remedies under this Indenture or the UCC (including those set forth in Section 804 hereof) shall be vested solely in the Requisite Global Majority and, by accepting the benefits of this Indenture, each Noteholder and Interest Rate Hedge Provider acknowledges such statement; provided, however, that nothing contained herein shall constitute a modification of Section 808, Section 813(b) or Section 816(d) hereof.

Section 813.           Waiver of Past Defaults.

(a)           The Requisite Global Majority may, on behalf of all Noteholders of all Series, waive any past Event of Default and its consequences, except an Event of Default:

(i)            in the payment of (x) the principal balance of any Note on the Legal Final Payment Date or (y) interest on any Note of any Series on any Payment Date, all of which defaults can be waived solely by the affected Noteholder, or

(ii)           in respect of a covenant or provision hereof which cannot be modified or amended without the consent of all the Noteholders of all Series pursuant to Section 1002 of this Indenture.

(b)           Upon any such waiver, such Event of Default shall cease to exist and shall be deemed to have been cured and not to have occurred for every purpose of this Indenture; provided, however, that no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon nor affect any Interest Rate Hedge Agreement which has been terminated in accordance with its terms.

Section 814.           Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Note by acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section shall not apply to any suit instituted by the Indenture Trustee or any Holder or group of Holders, holding in the aggregate more than ten percent (10%) of the aggregate principal balance of the Notes of all Series then Outstanding, or (ii) to any suit instituted by any Holder for the enforcement of (x) the payment of interest on any Notes on any Payment Date or (y) the payment of the principal of any Note on or after the Legal Final Payment Date of such Note.

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Section 815.           Waiver of Stay or Extension Laws.

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 816.           Sale of Collateral.

(a)           The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Section 804 hereof shall not be exhausted by any one or more Sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or the Aggregate Outstanding Obligations shall have been paid in full.  The Indenture Trustee at the written direction of the Requisite Global Majority may from time to time postpone any Sale by public announcement made at the time and place of such Sale.

(b)           Upon any Sale, whether made under the power of sale hereby given or under judgment, order or decree in any Proceeding for the foreclosure or involving the enforcement of this Indenture:  (i) the Indenture Trustee, at the written direction of the Requisite Global Majority, may bid for and purchase the property being sold, and upon compliance with the terms of such Sale may hold, retain and possess and dispose of such property in accordance with the terms of this Indenture; and (ii) the receipt of the Indenture Trustee or of any officer thereof making such Sale shall be a sufficient discharge to the purchaser or purchasers at such Sale for its or their purchase money, and such purchaser or purchasers, and its or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Indenture Trustee or of such officer therefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misappropriation or non-application thereof.

(c)           The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance provided to it transferring its interest in any portion of the Collateral in connection with a Sale thereof.  In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest (subject to lessee’s rights of quiet enjoyment) in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale.  No purchaser or transferee at such a Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

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(d)           The right of the Indenture Trustee to sell, transfer or otherwise convey any Interest Rate Hedge Agreement or any transaction outstanding thereunder, or to exercise foreclosure rights with respect thereto shall be subject to compliance with the provisions of the applicable Interest Rate Hedge Agreement.

Section 817.           Action on Notes.

The Indenture Trustee’s right to seek and recover judgment on the Notes under this Indenture or any Supplement shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture or any Supplement.  Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee, any Interest Rate Hedge Provider or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer.

ARTICLE IX

CONCERNING THE INDENTURE TRUSTEE

Section 901.           Duties of Indenture Trustee.

The Indenture Trustee, prior to the occurrence of an Event of Default with respect to any Series or after the cure or waiver of any Event of Default with respect to any Series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the related Supplement and no duties shall be inferred or implied.  If an Event of Default with respect to any Series has occurred and is continuing, the Indenture Trustee, at the written direction of the Requisite Global Majority, shall exercise such of the rights and powers vested in it by this Indenture and the related Supplement, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to any provisions of this Indenture and any applicable Supplement, shall determine whether they are substantially in the form required by this Indenture and any applicable Supplement; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished pursuant to this Indenture and any applicableSupplement.

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No provision of this Indenture or any Supplement shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

(i)           Prior to the occurrence of an Event of Default and after the cure or waiver of any Event of Default which may have occurred, the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture and anySupplements issued pursuant to the terms hereof. The Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and any Supplements issued pursuant to the terms hereof, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee and, in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates, statements, reports, documents, orders, opinions or other instruments (whether in their original or facsimile form) furnished to the Indenture Trustee and conforming to the requirements of this Indenture and any Supplements issued pursuant to the terms hereof;

(ii)           The Indenture Trustee shall not be liable for an error of judgment made in good faith by a Corporate Trust Officer or Corporate Trust Officers, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii)           The Indenture Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Requisite Global Majority relating to the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture.

No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it.

Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 901.

Section 902.           Certain Matters Affecting the Indenture Trustee.

Except as otherwise provided in Section 901 hereof:

(i)           The Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any Opinion of Counsel, certificate of an officer of the Issuer or the Manager, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

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(ii)           The Indenture Trustee may consult with counsel of its selection and any advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance in reliance thereof;

(iii)           The Indenture Trustee shall be under no obligation to institute, conduct or defend any litigation or Proceeding hereunder or in relation hereto at the request, order or direction of the Requisite Global Majority, pursuant to the provisions of this Indenture, unless the Indenture Trustee shall have reasonable grounds for believing that it has security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby;

(iv)           The Indenture Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(v)           The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Requisite Global Majority; provided, however, that the Indenture Trustee may require reasonable security or indemnity satisfactory to it against any cost, expense or liability likely to be incurred in making such investigation as a condition to so proceeding.  The expense of any such examination shall be paid, on a pro rata basis, by the Noteholders of the applicable Series requesting such examination or, if paid by the Indenture Trustee, shall be reimbursed by such Noteholders upon demand;

(vi)           The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder;

(vii)           The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either a Corporate Trust Officer shall have actual knowledge or written notice of such shall have been given to a Corporate Trust Officer of the Indenture Trustee; and

(viii)           The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

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The provisions of this Section 902 shall be applicable to the Indenture Trustee in its capacity as Indenture Trustee under this Indenture.

Section 903.           Indenture Trustee Not Liable.

(a)           The recitals contained herein (other than the representations and warranties contained in Section 911 hereof), in any Supplement and in the Notes (other than the certificate of authentication on the Notes) shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness.  The Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture, any Supplement, the Notes, the Collateral or of any Related Document.  The Indenture Trustee shall not be accountable for (i) the use or application by the Issuer of the proceeds of any Series or Class of Notes, and (ii) the use or application of any funds paid to the Issuer or the Manager in respect of the Collateral except for any payment in accordance with the Manager Report of amounts on deposit in any of the Trust Accounts.

(b)           The Indenture Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Managed Container, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral to the Indenture Trustee or of any intervening assignment, the compliance by the Sellers or the Manager with any covenant or the breach by the Sellers or the Manager of any warranty or representation made hereunder, in any Supplement or in any Related Document or the accuracy of such warranty or representation, any investment of monies in the Trust Account, the Restricted Cash Account or any Series Account or any loss resulting therefrom (provided that such investments are made in accordance with the provisions of Section 303 hereof), or the acts or omissions of the Sellers or the Manager taken in the name of the Indenture Trustee.

(c)           The Indenture Trustee shall not have any obligation or liability under any Contract by reason of or arising out of this Indenture or the granting of a security interest in such Contract hereunder or the receipt by the Indenture Trustee of any payment relating to any Contract pursuant hereto, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer, the Sellers or the Manager under or pursuant to any Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any Contract.

Section 904.           Indenture Trustee May Own Notes.

The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes with the same rights it would have if it were not Indenture Trustee; provided that such transaction shall not result in the disqualification of the Indenture Trustee for purposes of Rule 3a-7 under the Investment Company Act of 1940.

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Section 905.           Indenture Trustee’s Fees, Expenses and Indemnities.

(a)           The Indenture Trustee Fees and Indenture Trustee Indemnified Amounts shall be paid by the Issuer in accordance with Sections 302 or 806 hereof.  The Issuer shall indemnify the Indenture Trustee (and any predecessor Indenture Trustee) and each of its officers, directors and employees for, and hold them harmless against, any and all loss, liability, damage claim or expense incurred without negligence or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself both individually and in its representative capacity against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (the “Indenture Trustee Indemnified Amounts”).

(b)           The obligations of the Issuer under this Section 905 to compensate the Indenture Trustee, to pay or reimburse the Indenture Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Indenture Trustee, shall constitute Outstanding Obligations hereunder and shall survive the resignation or removal of the Indenture Trustee and the satisfaction and discharge of this Indenture.

(c)           When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 801(vi) or Section 801(vii), the expenses and the compensation for the services are intended to constitute expenses of administration under Insolvency Law.

Section 906.           Eligibility Requirements for Indenture Trustee.

The Indenture Trustee hereunder shall at all times be a national banking association or a corporation, organized and doing business under the laws of the United States of America or any State, and authorized under such laws to exercise corporate trust powers.  In addition, the Indenture Trustee or its parent corporation shall at all times (i) have a combined capital and surplus of at least Two Hundred Fifty Million Dollars ($250,000,000), (ii) be subject to supervision or examination by Federal or state authority and (iii) have a long-term unsecured senior debt rating of “A2” or better by Moody’s and a long-term unsecured senior debt rating of “A” by Standard & Poor’s and short-term unsecured senior debt rating of “P-1” or better by Moody’s and a short-term unsecured senior debt rating of “A-2” by Standard & Poor’s.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining authority, then, for the purposes of this Section 906, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  In case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee shall resign immediately in the manner and with the effect specified in Section 907 hereof.

Section 907.           Resignation and Removal of Indenture Trustee.

The Indenture Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Issuer, the Manager, the Administrative Agent, each Interest Rate Hedge Provider and the Noteholders.  The Indenture Trustee may also be removed by the Issuer for any reason so long as no Default or Event of Default is occurring, provided that the Manager and the Requisite Global Majority agree to such removal, and such removal will not be effective until upon the acceptance by a successor Indenture Trustee of its appointment in accordance with the terms herein. Upon receiving such notice of resignation, the Issuer at the direction and subject to the consent of the Requisite Global Majority shall promptly appoint a successor Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee, the Administrative Agent, each Interest Rate Hedge Provider and one copy to the successor Indenture Trustee.  If no successor Indenture Trustee shall have been so appointed by the Issuer or the proposed successor Indenture Trustee has not accepted its appointment within thirty (30) days after the giving of such notice of resignation or removal, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee, with the consent of the Administrative Agent, may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Indenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906.

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If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 906 hereof and shall fail to resign after written request therefor by the Issuer at the direction of the Requisite Global Majority or the Administrative Agent, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer at the direction of the Requisite Global Majority shall remove the Indenture Trustee and appoint a successor Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor Indenture Trustee.

Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor Indenture Trustee as provided in Section 908 hereof.

Section 908.           Successor Indenture Trustee.

Any successor Indenture Trustee appointed as provided in Section 907 hereof shall execute, acknowledge and deliver to the Issuer and to its predecessor Indenture Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Indenture Trustee herein.  The predecessor Indenture Trustee shall deliver to the successor Indenture Trustee all documents relating to the Collateral, if any, delivered to it, together with any amount remaining in the Trust Account, Restricted Cash Account and any other Series Accounts.  In addition, the predecessor Indenture Trustee and, upon request of the successor Indenture Trustee, the Issuer shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Indenture Trustee all such rights, powers, duties and obligations.

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No successor Indenture Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Indenture Trustee shall be eligible under the provisions of Section 906 hereof and shall be acceptable to the Requisite Global Majority and each Interest Rate Hedge Provider.

Upon acceptance of appointment by a successor Indenture Trustee as provided in this Section, the Issuer shall mail notice of the succession of such Indenture Trustee hereunder to all Noteholders at their addresses as shown in the registration books maintained by the Indenture Trustee and to each Interest Rate Hedge Provider.  If the Issuer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Indenture Trustee, the successor Indenture Trustee shall cause such notice to be mailed at the expense of the Issuer.

Section 909.           Merger or Consolidation of Indenture Trustee.

Any corporation into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to all or substantially all of the business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder, provided such corporation shall be eligible under the provisions of Section 906 hereof, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 910.           Separate Indenture Trustees, Co-Indenture Trustees and Custodians.

If the Indenture Trustee is not capable of acting outside the United States or of exercising trust powers within the United States, it shall have the power from time to time to appoint (subject to the prior approval of the Rating Agencies, or, if any Series of Notes is not then rated, the Administrative Agent) one or more Persons or corporations to act either as co-trustees jointly with the Indenture Trustee, or as separate trustees, or as custodians, for the purpose of holding title to, foreclosing or otherwise taking action with respect to any of the Collateral, when such separate trustee or co-trustee is necessary or advisable under any Applicable Laws or for the purpose of otherwise conforming to any legal requirement, restriction or condition in any applicable jurisdiction.  The separate trustees, co-trustees, or custodians so appointed shall be trustees, co-trustees, or custodians for the benefit of all Noteholders and shall have such powers, rights and remedies as shall be specified in the instrument of appointment; provided, however, that no such appointment shall, or shall be deemed to, constitute the appointee an agent of the Indenture Trustee.  The Issuer shall join in any such appointment, but such joining shall not be necessary for the effectiveness of such appointment.

Every separate trustee, co-trustee and custodian shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)            all powers, duties, obligations and rights conferred upon the Indenture Trustee in respect of the receipt, custody and payment of moneys shall be exercised solely by the Indenture Trustee;

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(ii)           all other rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee, co-trustee, or custodian jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee, co-trustee or custodian;

(iii)          the Indenture Trustee shall not be personally liable for any act or omission of any separate trustee, co-trustee or custodian appointed by the Indenture Trustee; and

(iv)          the Issuer or the Indenture Trustee may at any time accept the resignation of or remove any separate trustee, co-trustee or custodian so appointed by it or them if such resignation or removal does not violate the other terms of this Indenture.

Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee, co-trustee, or custodian shall refer to this Indenture and the conditions of this Article.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee.  Every such instrument shall be furnished to the Indenture Trustee and each Interest Rate Hedge Provider.

Any separate trustee, co-trustees, or custodian may, at any time, constitute the Indenture Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name.  If any separate trustee, co-trustee, or custodian shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee or custodian.

No separate trustee, co-trustee or custodian hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee under Section 906 hereof and no notice to Noteholders of the appointment thereof shall be required under Section 908 hereof.

The Indenture Trustee agrees to instruct the co-trustees, if any, to the extent necessary to fulfill the Indenture Trustee’s obligations hereunder.

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Section 911.           Representations and Warranties.

The Indenture Trustee hereby represents and warrants as of each Series Issuance Date that:

(a)           Organization and Good Standing.  The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States, and has the power to own its assets and to transact the business in which it is presently engaged;

(b)           Authorization.  The Indenture Trustee has the power, authority and legal right to execute, deliver and perform this Indenture and each Supplement and to authenticate the Notes, and the execution, delivery and performance of this Indenture and each Supplement and the authentication of the Notes has been duly authorized by the Indenture Trustee by all necessary corporate action;

(c)           Binding Obligations.  This Indenture and each Supplement, assuming due authorization, execution and delivery by the Issuer, constitutes the legal, valid and binding obligations of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and the rights of trust companies in particular and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought, whether in a Proceeding at law or in equity;

(d)           No Violation.  The performance by the Indenture Trustee of its obligations under this Indenture and each Supplement will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under, the charter documents or bylaws of the Indenture Trustee;

(e)           No Proceedings.  There are no Proceedings or investigations to which the Indenture Trustee is a party pending, or, to the best of its knowledge without independent investigation, threatened, before any court, regulatory body, administrative agency or other tribunal or Governmental Authority (A) asserting the invalidity of this Indenture or the Notes, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Indenture or (C) seeking any determination or ruling that would materially and adversely affect the performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or the Notes; and

(f)           Approvals.  Neither the execution or delivery by the Indenture Trustee of this Indenture nor the consummation of the transactions by the Indenture Trustee contemplated hereby requires the consent or approval of, the giving of notice to, the registration with or the taking of any other actionwith respect to any Governmental Authority under any existing federal or State of Minnesota law governing the banking or trust powers of the Indenture Trustee.

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Section 912.           Indenture Trustee Offices.

The Indenture Trustee shall maintain in the State of Minnesota an office or offices or agency or agencies where Notes may be surrendered for registration of transfer or exchange, which office is currently located at the Corporate Trust Office, and shall promptly notify the Issuer, the Manager, each Interest Rate Hedge Provider and the Noteholders of any change of such location.

Section 913.           Notice of Event of Default.

If a Corporate Trust Officer shall have actual knowledge that an Event of Default with respect to any Series has occurred and be continuing, the Indenture Trustee shall promptly (but in any event within five (5) Business Days) give written notice thereof to the Noteholders, any Rating Agency, the Administrative Agent and each Interest Rate Hedge Provider.  For all purposes of this Indenture, in the absence of actual knowledge by a Corporate Trust Officer, the Indenture Trustee shall not be deemed to have actual knowledge of any Event of Default unless notified in writing thereof by the Issuer, the Seller, the Manager, the Administrative Agent or any Noteholder, and such notice references the applicable Series of Notes generally, the Issuer, this Indenture or the applicable Supplement.

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ARTICLE X

SUPPLEMENTAL INDENTURES

Section 1001.           Supplemental Indentures Not Creating a New Series Without Consent of Holders.

(a)           Without the consent of any Holder and based on an Opinion of Counsel in form and substance reasonably acceptable to the Indenture Trustee to the effect that such Supplement is for one of the purposes set forth in clauses (i) through (vii) below, the Issuer and the Indenture Trustee, at any time and from time to time, may, with the consent of each affected Interest Rate Hedge Provider (if such proposed amendment would adversely affect the rights, duties or immunities of such Interest Rate Hedge Provider under this Indenture or otherwise), enter into one or more Supplements in form satisfactory to the Indenture Trustee, for any of the following purposes:

(i)             to add to the covenants of the Issuer in this Indenture for the benefit of the Holders of all Series then Outstanding, or to surrender any right or power conferred upon the Issuer in this Indenture;

(ii)            to cure any ambiguity, to correct or supplement any provision in this Indenture which may be inconsistent with any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under this Indenture;

(iii)           to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture;

(iv)          to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of issue, authentication and delivery of the Notes, as herein set forth, or additional conditions, limitations and restrictions thereafter to be observed by the Issuer;

(v)           to convey, transfer, assign, mortgage or pledge any additional property to or with the Indenture Trustee;

(vi)          to evidence the succession of the Indenture Trustee pursuant to Article IX; or

(vii)         to add any additional Early Amortization Events or Events of Default.

Prior to the execution of any Supplement issued pursuant to this Section 1001, the Issuer shall provide written notice to each Rating Agency setting forth in general terms the substance of any such Supplement.

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(b)           Promptly after the execution by the Issuer and the Indenture Trustee of any Supplement pursuant to this Section, the Issuer shall mail to the Holders of all Notes then Outstanding, each Rating Agency, the Administrative Agent and each Interest Rate Hedge Provider, a notice setting forth in general terms the substance of such Supplement, together with a copy of the text of such Supplement.  Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplement.

Section 1002.           Supplemental Indentures Not Creating a New Series with Consent of Holders.

(a)           With the consent of the Requisite Global Majority, the Issuer and the Indenture Trustee may enter into a Supplement hereto for the purpose of adding any provisions to or changing in any manner or eliminating or waiving any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture (other than any such additions, changes, eliminations or modifications described in Section 1001); provided, however, that no such Supplement shall, without the consent of the Holder of each Outstanding Note affected thereby:

(i)             reduce the principal amount of any Note or the rate of interest thereon, change the priority of any such payments (other than to increase the priority thereof) required pursuant to this Indenture or any Supplement in a manner adverse to any Noteholder, or the date on which, or the amount of which, or the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Expected Final Payment Date thereof,

(ii)            reduce the percentage of Outstanding Notes or Existing Commitments required for (a) the consent of any Supplement to this Indenture, (b) the consent required for any waiver of compliance with certain provisions of this Indenture or certain Events of Default hereunder and their consequences as provided for in this Indenture or (c) the consent required to waive any payment default on the Notes;

(iii)           modify any provision of this Indenture or any Supplement which specifies that such provision cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(iv)          modify or alter the definition of the terms “Outstanding”, “Requisite Global Majority”, “Existing Commitment” or “Initial Commitment”;

(v)           impair or adversely affect the Collateral in any material respect as a whole except as otherwise permitted herein;

(vi)           modify or alter Section 702(a) of this Indenture; or

(vii)          permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Collateral or terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the Lien of this Indenture.

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This Indenture may not be amended, modified or supplemented pursuant to this Section 1002 without the prior written consent of each Interest Rate Hedge Provider with respect to any of the following matters: (i) any amendments, modification or supplements to any sections in the Indenture granting rights or benefits with respect to Interest Rate Hedge Agreements and Interest Rate Hedge Providers if the effect of any such amendment, modification or waiver is to modify in a manner adverse to such Interest Rate Hedge Provider such rights or benefits, including but not limited to Sections 101, 302, 606, 801 or this Section 1002, (ii) any amendments, modifications or supplements which would adversely affect or deprive the Interest Rate Hedge Provider of any rights expressly granted to it under this Indenture (e.g., the right to receive notice, to be secured by the Collateral, have certain payment priorities in the “waterfall” order of payments set out in Section 302 and to consent to certain amendments) or to subordinate any payment priority attributed to such Interest Rate Hedge Provider; (iii) impair the Collateral or permit any Liens to be imposed on the Collateral, each as described in clauses (v) and (vii) of Section 1002(a) respectively or (iv) waive an Event of Default if, at the time of such waiver, the Interest Rate Hedge Agreement has been previously terminated and the Interest Rate Hedge Provider is owed any termination payments on account thereof.  An increase in the interest rate payable to any Noteholder on its Note shall not, in and of itself, violate the provisions of clauses (i) or (ii) above.

Prior to the execution of any Supplement issued pursuant to this Section 1002, the Issuer shall provide written notice to each Rating Agency and each Interest Rate Hedge Provider setting forth in general terms the substance of any such Supplement.

(b)           Promptly after the execution by the Issuer and the Indenture Trustee of any Supplement pursuant to this Section, the Issuer shall mail to the Holders of the Notes, each Rating Agency, the Administrative Agent and each Interest Rate Hedge Provider, a notice setting forth in general terms the substance of such Supplement, together with a copy of the text of such Supplement.  Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplement.

Section 1003.         Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, a Supplement permitted by this Article or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplement is authorized or permitted by this Indenture.  The Indenture Trustee may, but shall not be obligated to, enter into any such Supplement which affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 1004.         Effect of Supplemental Indentures.

Upon the execution of any Supplement under this Article, this Indenture shall be modified in accordance therewith, and such Supplement shall form a part of this Indenture for all purposes, and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

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Section 1005.         Reference in Notes to Supplemental Indentures.

Notes authenticated and delivered after the execution of any Supplement pursuant to this Article may, and shall if required by the Issuer, bear a notation as to any matter provided for in such Supplement.  If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee, may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

Section 1006.         Issuance of Series of Notes.

(a)           The Issuer may from time to time direct the Indenture Trustee to execute and authenticate one or more Series of Notes as long as (i) the Rating Agency Condition has been met, (ii) no Early Amortization Event or Event of Default (or event or condition which with the passage of time or giving of notice or both would become an Early Amortization Event or an Event of Default) is then continuing (nor would occur as a result of the issuance of such additional Series) and (iii) all of the applicable conditions set forth Section 1006(b) of this Indenture have been satisfied.

(b)           On or before the Series Issuance Date relating to any Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such Series.  The terms of such Supplement may modify or amend the terms of this Indenture solely as applied to such Series, and, with the consent of the Control Party for any other Series and each affected Interest Rate Hedge Provider, may amend this Indenture as applicable to such other Series, in accordance with Section 1001 or 1002 hereof. The obligation of the Indenture Trustee to authenticate, execute and deliver the Notes of such Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:

(i)             on or before the tenth (10th) Business Day immediately preceding the Series Issuance Date (unless the parties to be notified agree to a shorter notice period), the Issuer shall have given the Indenture Trustee, the Manager, each Rating Agency (and, if such additional Series is to be registered pursuant to the Securities Act, all Rating Agencies that have rated any prior Series), the Administrative Agent and each Interest Rate Hedge Provider entitled thereto pursuant to the relevant Supplement notice of the Series and the Series Issuance Date;

(ii)            the Issuer shall have delivered to the Indenture Trustee the related Supplement, executed by each party hereto other than the Indenture Trustee;

(iii)           the Rating Agency Condition shall have been satisfied with respect to the Series;

(iv)          the Issuer shall have delivered to the Indenture Trustee, each Rating Agency, each Interest Rate Hedge Provider and, if required, any Noteholder, any Opinions of Counsel required by the related Supplement, including without limitation with respect to true sale, enforceability, non-consolidation and security interest perfection issues;

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(v)           the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate stating that no Early Amortization Event or Event of Default (or event or condition which with the passage of time or giving of notice or both would become an Early Amortization Event or an Event of Default) has occurred and is then continuing (or would result from the issuance of such additional Series);

(vi)           no additional Series of Notes shall (A) have a Legal Final Payment Date that is earlier than the Legal Final Payment Date for any Series of Notes then Outstanding (immediately prior to the issuance of such additional Series), or (B) include more restrictive provisions regarding Early Amortization Events or Events of Default than the equivalent provisions contained in any Series of Notes then Outstanding (immediately prior to the issuance of such additional Series);

(vii)         written confirmation from an officer of the Manager that after giving effect to such proposed issuance, the aggregate unpaid principal balance of all Series of Notes then Outstanding does not exceed the Asset Base, as evidenced by the Manager Report most recently received by the Indenture Trustee (but not earlier than the preceding Payment Date);

(viii)        such other conditions as shall be specified in the related Supplement; and

(ix)           the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate that all of the conditions specified in clauses (i) through (viii) have been satisfied.

The provisions of clauses (i), (iii) and (vi) above shall not apply to the issuance of the initial Series of Notes issued pursuant to this Indenture.

Upon satisfaction of the above conditions, the Indenture Trustee shall execute the Supplement and authenticate, execute and deliver the Notes of such Series.

Section 1007.         Amendments to Intercreditor Collateral Agreement.

The Indenture Trustee is hereby authorized to enter into amendments to the Intercreditor Collateral Agreement permitted pursuant to Section 631.

ARTICLE XI

HOLDERS LISTS

Section 1101.         Indenture Trustee to Furnish Names and Addresses of Holders.  Unless otherwise provided in the related Supplement, the Indenture Trustee will furnish or cause to be furnished to the Manager not more than ten (10) days after receipt of a request, a list, in such form as the Indenture Trustee generally maintains, of the names, addresses and tax identification numbers of the Holders of Notes as of such date.

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Section 1102.         Preservation of Information; Communications to Holders.  The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 1101 and the names and addresses of Holders received by the Indenture Trustee in its capacity as Note Registrar.  The Indenture Trustee may destroy any list furnished to it as provided in Section 1101 upon receipt of a new list so furnished.

ARTICLE XII

EARLY AMORTIZATION EVENT

Section 1201.         Early Amortization Event.

As of any date of determination, the existence of any one of the following events or conditions:

(1)           A Manager Default shall have occurred and then be continuing;

(2)           The Manager Report delivered for any Payment Date indicates that an Asset Base Deficiency exists;

(3)           The Manager Report delivered for any Payment Date indicates that the EBIT Ratio of the Issuer shall be less than 1.10:1.00;

(4)           The Manager Report delivered for any Payment Date indicates that the Weighted Average Age of the Eligible Container is greater than nine (9) years;

(5)           (A) A breach of any financial covenant of CAL set forth in the documents governing any Indebtedness of CAI and/or its Subsidiaries (the “Funded Debt Documents”) in excess of $20,000,000 shall have occurred for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity of all or part of such Indebtedness, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations, or (B) any default, not described in clause (A), under any Funded Debt Document shall have occurred and as a result the required lenders under the affected financing transaction have accelerated all or part of such Indebtedness; or

(6)           An event or condition designated as an Early Amortization Event in any Supplement shall have occurred and then be continuing.

If the Early Amortization Event described in clause (2) above has occurred, such Early Amortization Event shall be deemed no longer continuing if the Asset Base Deficiency is cured within thirty (30) days after the Payment Date on which such Asset Base Deficiency initially occurred; provided, that, no more than one cure of such event can occur during any two year period.

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If the Early Amortization Event described in clause (6) above has occurred, such Early Amortization Event shall be deemed no longer continuing immediately upon the waiver and/or cure of such Early Amortization Event in accordance with the terms of the applicable Supplement.

Except as set forth in the immediately preceding paragraph, an Early Amortization Event shall be deemed to continue until the Business Day on which the Requisite Global Majority waives, in writing, such Early Amortization Event.  The Indenture Trustee shall promptly provide notice of any such waiver to each Rating Agency.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

Section 1301.         Compliance Certificates and Opinions.

(a)           Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture or any Supplement, the Issuer shall furnish to the Indenture Trustee a certificate stating that all conditions precedent, if any, provided for in this Indenture and any relevant Supplement relating to the proposed action have been complied with and, if deemed reasonably necessary by the Indenture Trustee or if required pursuant to the terms of this Indenture, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

(b)           Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i)             a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(ii)            a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)           a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether such covenant or condition has been complied with; and

(iv)           a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

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Section 1302.         Form of Documents Delivered to Indenture Trustee.

(a)           In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

(b)           Any certificate or opinion may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.

(c)           Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1303.         Acts of Holders.

(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture or any Supplement to be given or taken by Holders may be (i) embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing, (ii) evidenced by the written consent or direction of Holders of the specified percentage of the principal amount of the Notes, or (iii) evidenced by a combination of such instrument or instruments; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments and record are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuer.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.

(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.  The fact and date of the execution of any such instrumentor writing, or the authority of the Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.

(c)           The ownership of Notes shall be proved by the Note Register.

(d)           Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

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Section 1304.         Limitation of Rights; Third Party Beneficiary.

Except as expressly set forth in this Indenture, this Indenture shall be binding upon the Issuer, the Noteholders and their respective successors and permitted assigns and shall not inure to the benefit of any Person other than the parties hereto, the Noteholders and the Manager as provided herein.  Notwithstanding the previous sentence, the parties hereto acknowledge that each Interest Rate Hedge Provider is an express third party beneficiary hereof entitled to enforce its rights hereunder as if actually a party hereto.

Section 1305.         Severability.

If any provision of this Indenture is held to be inconflict withany applicable statute or rule of law or is otherwise held to be unenforceable for any reason whatsoever, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever.

The invalidity of any one or more phrases, sentences, clauses or Sections of this Indenture, shall not affect the remaining portions of this Indenture, or any part thereof.

Section 1306.         Notices.

All demands, notices and communications hereunder shall be in writing, personally delivered, or by facsimile (with subsequent telephone confirmation of receipt thereof), or sent by internationally recognized overnight courier service, (a) in the case of the Indenture Trustee, at the following address:  MAC N9311-161, Sixth Street and Marquette Avenue, Minneapolis, MN 55479; Attention:  Corporate Trust Services - Asset-Backed Administration, Telephone: (612) 667-8058, Facsimile: (612) 667-3464, (b) in the case of the Issuer, at the following address:  Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, Telephone:  (441) 295-5950, Telefax:  (441) 292-4720, Attention:  Secretary, with a copy to each:  (i) CAI at its address at 1 Market Plaza, Suite 900, San Francisco, CA 94105, Telephone:  (415) 788-0100, Telefax:  (415) 788-3430, Attention:  CEO and CFO, and (ii) Container Applications Limited at its address at Suite 102, Bush Hill, Bay Street, St. Michael, Barbados, West Indies, Telephone:  (246) 430-5310, Telefax:  (246) 430-5312, Attention: CEO and CFO, with a copy to CAI International, Inc., 1 Market Plaza, Suite 900, San Francisco, CA 94105,  Attention: CEO and CFO, Telephone: (415) 788-0100, Telefax:  (415) 788-3430, (c) in the case of each Rating Agency, its address set forth in the related Supplement and (d) in the case of an Interest Rate Hedge Provider, at its address set forth in the related Interest Rate Hedge Agreement, or at such other address as shall be designated by such party in a written notice to the other parties.  Any notice required or permitted to be given to a Noteholder shall be given by certified first class mail, postage prepaid (return receipt requested), or by courier, or by facsimile, with subsequent telephone confirmation of receipt thereof, in each case at the address of such Holder as shown in the Note Register or to the telephone and fax number furnished by such Noteholder.  Notice shall be effective and deemed received (a) two (2) days after being delivered to the courier service, if sent by courier, (b) upon receipt of confirmation of transmission, if sent by telecopy, or (c) when delivered, if delivered by hand.  Any rights to notices conveyed to a Rating Agency pursuant to the terms of this Indenture with respect to any Series or Class shall terminate immediately if such Rating Agency no longer has a rating outstanding with respect to such Series or Class.

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Section 1307.         Consent to Jurisdiction.

ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE ISSUER ARISING OUT OF OR RELATING TO THIS INDENTURE, 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 INDENTURE, 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 CSC CORPORATION SERVICE COMPANY, HAVING AN ADDRESS AT 1180 AVENUE OF THE AMERICAS, SUITE 210, NEW YORK, NEW YORK 10036-8401, 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 INDENTURE 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 1308.         Captions.

The captions or headings in this Indenture are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Indenture.

Section 1309.         Governing Law.

THIS INDENTURE SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT GIVING EFFECT TO ANY OTHER PRINCIPLES OF CONFLICTS OF LAW, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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Section 1310.         No Petition.

The Indenture Trustee, on its own behalf, hereby covenants and agrees, and each Noteholder by its acquisition of a Note shall be deemed to covenant and agree, that it will not institute against the Issuer any bankruptcy, reorganization, arrangement insolvency or liquidation Proceedings, or other Proceedings under any federal or state bankruptcy or similar law, at any time other than on a date which is at least one (1) year and one (1) day after the last date on which any Note of any Series was Outstanding.

Section 1311.         General Interpretive Principles.

For purposes of this Indenture except as otherwise expressly provided or unless the context otherwise requires:

(a)           the defined terms in this Indenture shall include the plural as well as the singular, and the use of any gender herein shall be deemed to include any other gender;

(b)           accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date hereof;

(c)           references herein to “Articles”, “Sections”, “Subsections”, “paragraphs”, and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, paragraphs and other subdivisions of this Indenture;

(d)           a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to paragraphs and other subdivisions;

(e)           the words “herein”, “hereof’, “hereunder” and other words of similar importrefer to this Indenture as a whole and not to any particular provision;

(f)            the term “include” or “including” shall mean without limitation by reason of enumeration; and

(g)           When referring to Section 302 or Section 806 of this Indenture, the term “or” shall be additive and not exclusive.

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Section 1312.         WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTIES HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.

Section 1313.         Waiver of Immunity.  To the extent that any party hereto or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise from any legal actions, suits or Proceedings, from set-off or counterclaim, from the jurisdiction or judgment of any competent court, from service of process, from execution of a judgment, from attachment prior to judgment, from attachment in aid of execution, or from execution prior to judgment, or other legal process in any jurisdiction, such party, for itself and its successors and assigns and its property, does hereby irrevocably and unconditionally waive, and agrees not to plead or claim, any such immunity with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Indenture, the other Related Documents or the subject matter hereof or thereof, subject, in each case, to the provisions of the Related Documents and mandatory requirements of Applicable Law.

Section 1314.         Judgment Currency.  The parties hereto (A) acknowledge that the matters contemplated by this Indenture are part of an international financing transaction and (B) hereby agree that (i) specification and payment of Dollars is of the essence, (ii) Dollars shall be the currency of account in the case of all obligations under the Related Documents unless otherwise expressly provided herein or therein, (iii) the payment obligations of the parties under the Related Documents shall not be discharged by an amount paid in a currency or in a place other than that specified with respect to such obligations, whether pursuant to a judgment or otherwise, except to the extent actually received by the Person entitled thereto and converted into Dollars by such Person (it being understood and agreed that, if any transaction party shall so receive an amount in a currency other than Dollars, it shall (A) if it is not the Person entitled to receive payment, promptly return the same (in the currency in which received) to the Person from whom it was received or (B) if it is the Person entitled to receive payment, either, in its sole discretion, (x) promptly return the same (in the currency in which received) to the Person from whom it was received or (y) subject to reasonable commercial practices, promptly cause the conversion of the same into Dollars), (iv) to the extent that the amount so paid on prompt conversion to Dollars under normal commercial practices does not yield the requisite amount of Dollars, the obligee of such payment shall have a separate cause of action against the party obligated to make the relevant payment for the additional amount necessary to yield the amount due and owing under the Related Documents, (v) if, for the purpose of obtaining a judgment in any court with respect to any obligation under any of the Related Documents, it shall be necessary to convert to any other currency any amount in Dollars due thereunder and a change shall occur between the rate of exchange applied in making such conversion and the rate of exchange prevailing on the date of payment of such judgment, the obligor in respect of such obligation will pay such additional amounts (if any) as may be necessary to insure that the amount paid on the date of payment is the amount in such other currency which, when converted into Dollars and transferred to New York City, New York, in accordance with normal banking procedures, will result in realization of the amount then due in Dollars and (vi) any amount due under this paragraph shall be due as a separate debt and shall not be affected by or merged into any judgment being obtained for any other sum due under or in respect of the Related Documents.

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Section 1315.         Statutory References.  References in this Indenture and each other Related Document for any Series to any section of the Uniform Commercial Code or the UCC shall mean, on or after the effective date of adoption of any revision to the Uniform Commercial Code or the UCC in the State of New York, such revised or successor section thereto.

Section 1316.         Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

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

CAL FUNDING I LIMITED

By:

Name:

Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee

By:

Name:

Title:

EXHIBIT A

RESERVED

EXHIBIT B

DEPRECIATION METHODS BY TYPE OF CONTAINER

Depreciation Methods – GAAP

1.             For purposes of any calculation of the Asset Base, a Managed Container is depreciated using the straight-line method, over the applicable estimated useful life to the applicable estimated residual value, as listed below for each respective type of Container:

Container Type	Useful Life (years)	Residual Value
20’ Standard	12.5	$950
40’ Standard	12.5	$1,150
40’ High Cube	12.5	$1,300
20’ Reefer	12.0	$2,250
40’ Reefer	12.0	$3,000
all other Container types not covered above	15.0	15% of Original Equipment Cost

2.             For any purpose other than that described in item 1 above, including without limitation the calculation of financial covenants, the preparation of financial reports, and the calculation of the purchase price to be paid for any containers, the Depreciation Policy shall be in accordance with GAAP (provided that any change in the Depreciation Policy, as described in this item 2, resulting from the application of GAAP, or from the requirements of the Issuer’s accountants applying GAAP, shall be deemed not to constitute a change to the Depreciation Policy under any of the Related Documents).

EXHIBIT C

FORM OF PURCHASER LETTER

(Transfers pursuant to Rule 144A)

FOR VALUE RECEIVED the undersigned registered Holder (the “Seller”) hereby sell(s), assign(s) and transfer(s) unto (please print or type name and address including postal zip code of assignee):

(The “Purchaser”), Taxpayer Identification No.  _______________________, the accompanying [Series _____ Asset Backed Note bearing number __________________] and all rights thereunder, hereby irrevocably constituting and appointing ___________________ attorney to transfer said Note on the books of the Issuer with full power of substitution in the premises.

1.             In connection with such transfer and in accordance with Section 205 of the Indenture (as amended or supplemented from time to time as permitted thereby, the “Indenture”), dated as of September 9, 2011, between CAL Funding I Limited and Wells Fargo Bank, National Association (the “Indenture Trustee”), the Seller hereby certifies the following facts:  Neither the Seller nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Note, any interest in the Note or any other similar security, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Note, any interest in the Note or any other similar security from, any Person in any manner, or (c) made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Note under the Securities Act of 1933, as amended (the “1933 Act”), or which would render the disposition of the Note a violation of Section 5 of the 1933 Act or require registration pursuant thereto.

Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Indenture, or if not defined therein, as defined in the [Amended and Restated] Series ________ Supplement, dated as of __________, between the Issuer and the Indenture Trustee.

2.             The Purchaser warrants and represents to, and covenants with, the Seller, the Indenture Trustee and the Manager pursuant to Section 205 of the Indenture as follows:

a.             The Purchaser understands that the Note has not been registered under the 1933 Act or the securities laws of any State.

b.             The Purchaser is acquiring the Note for investment for its own account only and not for any other Person.

c.             The Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Note.

d.             The Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the 1933 Act (“Rule 144A”) and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2.  The Purchaser is aware that the sale to it is being made in reliance on Rule 144A.  The Purchaser is acquiring the Note for its own account or for the account of another qualified institutional buyer, understands that such Note may be offered, resold, pledged or transferred only (i) to a qualified institutional, buyer, or to an offeree or purchaser that the Purchaser reasonably believes is a qualified institutional buyer, that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act.

e.             The Purchaser is not a Competitor.

3.             The Purchaser represents to the Indenture Trustee, the Issuer and the Manager or any successor Manager that one of the following statements is true and correct:  (i) the purchaser is not an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code (“Benefit Plan”) and it is not directly or indirectly acquiring the Notes on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with assets of, a Benefit Plan, (ii) the acquisition will qualify for a statutory or administrative prohibited transaction exemption under ERISA and the Code and will not give rise to a non-exempt transaction described in Section 406 of ERISA or Section 4975(c) of the Code, (iii) the source of funds (the “Source”) to be used by the Purchaser to pay the purchase price of the Notes is a guaranteed benefit policy within the meaning of Section 401(b)(2)(B) of ERISA, or (iv) the Source to be used by the purchaser to pay the purchase price of the Notes is an “insurance company general account” within the meaning of Department of Labor Prohibited Transaction Exemption (“PTE”) 95-60 (issued July 12, 1995), and there is no “employee benefit plan” or “plan” (within the meaning of Section 3(3) of ERISA or Section 4975(e)(1) of the Code as applicable, and treating as a single plan, all plans maintained by the same employer (or an affiliate within the meaning of Section V(a)(1) of PTE 95-60) or employee organization) with respect to which the amount of the reserves and liabilities for the general account contracts held by or on behalf of such plan, as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”), exceed ten percent (10%) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with the Purchaser’s state of domicile.

4.             This document may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same document.

IN WITNESS WHEREOF, each of the parties have caused this document to be executed by their duly authorized officers as of the date set forth below.

Seller		Purchaser
By:		By:
	Name: Title: Taxpayer Identification No.:		Name: Title: Taxpayer Identification No.:
Date:		Date:

ANNEX 1 TO EXHIBIT C

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Purchasers Other Than Registered Investment Companies]

The undersigned hereby certifies as follows to the parties identified in Section 2 of the attached Purchaser Letter:

1.             As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other senior executive officer of the Purchaser.

2.             The Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because (i) the Purchaser owned and/or invested on a discretionary basis $__________________1 in securities (except for the excluded securities referred to in paragraph 3 below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below.

____ Corporation etc.  The Purchaser is a corporation (other than a bank, savings and loan association or similar institution), a Massachusetts or similar business trust, a partnership, or a charitable organization described in Section 501(c)(3) of the Internal Revenue Code.

____ Bank.  The Purchaser (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.

____ Savings and Loan.  The Purchaser (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions, or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.

____ Broker-dealer.  The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

__________________________ 

1 Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities.

____ Insurance Company.  The Purchaser is organized as an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies, and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, territory or the District of Columbia.

____ State or Local Plan.  The Purchaser is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.

____ ERISA Plan.  The Purchaser is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.

____ Investment Advisor.  The Purchaser is an investment advisor registered under the Investment Advisers Act of 1940.

3.             The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser, (ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) securities issued or guaranteed by the U.S.  or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to a repurchaseagreement and (viii) currency, interest rate and commodity swaps.

4.             For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser used the cost of such securities to the Purchaser (except as provided in Rule 144A(a)(3)) and did not include any of the securities referred to in the preceding paragraph.  Further, in determining such aggregate amount, the Purchaser may have included securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Purchaser’s direction.  However, such securities were not included if the Purchaser is a majority-owned, consolidated subsidiary of another enterprise and the Purchaser is not itself a reporting company under the Securities Exchange Act of 1934.

5.             The Purchaser acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Notes are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may be in reliance on Rule 144A.

		Will the Purchaser be purchasing the
Yes	No	Certificate only for Purchaser’s own account?

6.             If the answer to the foregoing question is “no”, the Purchaser agrees that, in connection with, any purchase of securities sold to the Purchaser for the account of a third party (including any separate account) in reliance on Rule 144A, the Purchaser will only purchase for the account of a third party that at the time is a “qualified institutional buyer” within the meaning of Rule 144A.  In addition, the Purchaser agrees that the Purchaser will not purchase securities for a third party unless the Purchaser has obtained a certificate from such third party substantially identical to this certification or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of “qualified institutional buyer” set forth in Rule 144A.

7.             The Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions herein.  Until such notice is given, the Purchaser’s purchase of the Note will constitute a reaffirmation of this certification as of the date of such purchase.

Print Name of Purchaser

By:

Name:

Title:

Date:

ANNEX 2 TO EXHIBIT C

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Purchasers That Are Registered Investment Companies]

The undersigned hereby certifies as follows to the parties identified in Section 2 of the attached Purchaser Letter:

1.             As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President or other senior executive officer of the Purchaser or, if the Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because Purchaser is part of a Family of Investment Companies (as defined below), is such an officer of the adviser.

2.             The Purchaser is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Purchaser is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Purchaser alone, or the Purchaser’s Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year.  For purposes of determining the amount of securities owned by the Purchaser or the Purchaser’s Family of Investment Companies, the cost of such securities was used (except as provided in Rule 144(a)(3)).

____ The Purchaser owned $_______________ in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

____ The Purchaser is part of a Family of Investment Companies which owned in the aggregate $_______________ in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

3.             The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof), except for a unit investment trust whose assets consist solely of shares on one or more registered investment companies that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other), or, in the case of unit investment trusts, the same depositor.

4.             The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser or are part of the Purchaser’s Family of Investment Companies, (ii) securities issued or guaranteed by the U.S.  or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

5.             The Purchaser acknowledges that it is familiar with Rule 144A and understands that the seller to it and the other parties related to the Note are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A.

6.             The undersigned will notify the parties addressed the Purchaser Letter to which this certification relates of any changes in the information and conclusions herein.  Until such notice, the Purchaser’s purchase of the Note will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.

Print Name of Purchaser or Adviser
By:
	Name:
	Title:
IF AN ADVISER:
Print Name of Purchaser
Date:

EXHIBIT D

FORM OF PURCHASER CERTIFICATION

(Transfers other than Rule 144A)

FOR VALUE RECEIVED the undersigned registered Holder (the “Seller”) hereby sell(s), assign(s) and transfer(s) unto (please print or type name and address including postal zip code of assignee):

(the “Purchaser”), Taxpayer Identification No.___________________ the accompanying Series _____ Asset Backed Note bearing number __________________ (the “Note”) and all rights thereunder, hereby irrevocably constituting and appointing _____________________ attorney to transfer said Note on the books of the Issuer with full power of substitution in the premises.

1.             In connection with such transfer and in accordance with Section 205 of the Indenture (as amended or supplemented from time to time as permitted thereby, the “Indenture”), dated as of September 9, 2011, between CAL Funding I Limited and Wells Fargo Bank, National Association (the “Indenture Trustee”) the Seller hereby certifies the following facts:  Neither the Seller nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Note, any interest in the Note or any other similar security, or (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Note, any interest in the Note or any other similar security from, any Person in any manner, or (c) made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Note under the Securities Act of 1933, as amended (the “1933 Act”), or which would render the disposition of the Note a violation of Section 5 of the 1933 Act or require registration pursuant thereto.

Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Indenture, or if not defined therein, as defined in the [Amended and Restated] Series ________ Supplement, dated as of __________________, between the Issuer and the Indenture Trustee.

2.             The Purchaser warrants and represents to, and covenants with, the Seller, the Indenture Trustee and the Manager pursuant to Section 205 of the Indenture as follows:

a.             The Purchaser understands that the Note has not been registered under the 1933 Act or the securities laws of any State.

b.             The Purchaser is acquiring the Note for investment for its own account only and not for any other Person.

c.             The Purchaser is an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the 1933 Act.

d.             The Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Note.

[e. The Purchaser is not a Competitor.]

3.             The Purchaser represents to the Indenture Trustee, the Issuer and the Manager or any successor Manager that one of the following statements is true and correct:  (i) the purchaser is not an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code (“Benefit Plan”) and it is not directly or indirectly acquiring the Notes on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with assets of, a Benefit Plan, (ii) the acquisition will qualify for a statutory or administrative prohibited transaction exemption under ERISA and the Code and will not give rise to a non-exempt transaction described in Section 406 of ERISA or Section 4975(c) of the Code, (iii) the source of funds (the “Source”) to be used by the Purchaser to pay the purchase price of the Notes is a guaranteed benefit policy within the meaning of Section 401(b)(2)(B) of ERISA, or (iv) the Source to be used by the purchaser to pay the purchase price of the Notes is an “insurance company general account” within the meaning of Department of Labor Prohibited Transaction Exemption (“PTE”) 95-60 (issued July 12, 1995), and there is no “employee benefit plan” or “plan” (within the meaning of Section 3(3) of ERISA or Section 4975(e)(1) of the Code as applicable, and treating as a single plan, all plans maintained by the same employer (or an affiliate within the meaning of-Section V(a)(1) of PTE 95-60) or employee organization) with respect to which the amount of the reserves and liabilities for the general account contracts held by or on behalf of such plan, as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”), exceed ten percent (10%) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with the purchaser’s state of domicile.

4.             This document may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same document.

IN WITNESS WHEREOF, each of the parties have caused this document to be executed by their duly authorized officers as of the date

Seller		Purchaser
By:		By:
	Name:		Name:
	Title:		Title:
	Taxpayer Identification No.:		Taxpayer Identification No.:
Date:		Date:

EXHIBIT E

FORM OF NON-RECOURSE RELEASE

Indenture Trustee’s Certificate

pursuant to Section 404 of the Indenture

Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”) pursuant to the Indenture (as amended or supplemented from time to time as permitted thereby, the “Indenture”), dated as of September 9, 2011, between CAL Funding I Limited (the “Issuer”) and the Indenture Trustee does hereby sell, transfer, assign, deliver and otherwise convey to __________________ (the “Assignee”), without recourse, representation or warranty, except that the Indenture Trustee has not created any liens, claims or encumbrances on any assets identified in the attached certificate and all income and proceeds thereof other than the lien of the Indenture, all of the Indenture Trustee’s right, title and interest in and to all of the assets identified in the attached certificate and all income thereon and proceeds thereof and all security and documents relating thereto.

IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of _______________________.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee

By:

Title:

EXHIBIT F

[RESERVED]

EXHIBIT G

FORM OF CONTROL AGREEMENT

EXHIBIT H

INTERCREDITOR COLLATERAL AGREEMENT

EXHIBIT I

TABLE OF COST-EQUIVALENT UNITS (CEU'S)

CEU per Container type (Equivalent definitional term to SCU or FEU)

Equipment Number Code	Equipment  Description	CEU Weighting
12	12 Foot Storage Container	1.00
20	20 Foot Dry Van Container	1.00
21	20 Foot High Cube Dry Van Container	1.30
22	20 Foot Refrigerated Container	6.50
23	20 Foot Steel Floor Dry Van Container	1.00
24	24 Foot Storage Container	1.00
26	20 Foot Open Top Container	1.50
27	20 Foot Convertible Open Top Container	1.50
28	20 Foot Hard Top Open Top Container	1.50
29	20 Foot Box Container	1.00
40	40 Foot Dry Van Container	1.60
41	40 Foot High Cube Dry Van Container	1.70
43	40 Foot High Cube Refrigerated Container	8.50
44	40 Foot Collapsible Flat Rack	1.00
45	40 Foot Fixed End Flat Rack	3.00
46	40 Foot Open Top Container	2.50
47	40 Foot Stackable Flat Rack	4.00
48	45 Foot High Cube Container	2.20
49	40 Foot Open Side Container	2.00
50	40 Foot Convertible High Open Top	1.00
51	40 Foot Standard Palletwide Container	2.00
52	40 High Cube Palletwide Container	2.00
60	40 Foot 9’6” Palletwide Conatiner	2.00
61	40 Foot 8’6” Palletwide CPC	2.00
62	45 Foot 9’6” Palletwide CPC	2.00
63	45 Foot 9’6” Palletwide C32	2.00
64	45 Foot 9’6” Palletwide C44	2.00
65	45 Foot 9’6” Pallewide	2.00
66	13.6 Meter Box	2.00
G1	Genset – Under/CM	6.00
G2	Genset - Clip	1.00
H4	40 Foot Hanger Container	1.00
M2	20 Foot Modular Container	1.00
R0	40 Foot 100 Ton Rolltrailer	2.00
R2	40 Foot 120 Ton Rolltrailer	2.00
R6	40 Foot 60 Ton Rolltrailer	2.00
R7	40 Foot 70 Ton Rolltrailer	2.00
R8	40 Foot 80 Ton Rolltrailer	2.00
S4	40 Foot Swap Body	3.50
SA	BDF Turen WB	1.00
SB	BDF Rolltor WB	1.00
SC	BDF Planen WB	1.00
SD	782Jumbo Rolltor	1.00
SE	Jumbor Rolltor	1.00
SF	782 Automobile	1.00
T2	20 Foot Tote Bin	5.00

EX-99.4

Exhibit 99.4

EXECUTION VERSION

PERFORMANCE GUARANTY

This PERFORMANCE GUARANTY, dated as of September 9, 2011 (this “Performance Guaranty”), is made by CAI International, Inc., a corporation organized and existing under the laws of the State of Delaware (together with its successors and assigns, the “Company”), for the benefit of Wells Fargo Bank, National Association, as indenture trustee (together with its successors and assigns in such capacity, the “Indenture Trustee”) under the Indenture, dated as of September 9, 2011 (as amended, modified or supplemented from time to time in accordance with its terms, the “Indenture”) between CAL Funding I Limited, an exempted company with limited liability incorporated under the laws of Bermuda (together with its successors and permitted assigns, the “Issuer”), and the Indenture Trustee.

PRELIMINARY STATEMENTS

WHEREAS, simultaneously with the execution of this Performance Guaranty, the Company, the Issuer and Container Applications Limited, a company organized under the laws of Barbados (“CAL” or the “Manager”), are entering into a Container Management Services Agreement (as amended, modified or supplemented from time to time in accordance with its terms, the “Management Agreement”);

WHEREAS, it is a condition precedent to the entering into of the transactions contemplated by the Management Agreement that the Company shall have executed and delivered this Performance Guaranty;

WHEREAS, the Company owns, directly or indirectly, one hundred percent of the capital stock of CAL and the Company will obtain substantial direct and indirect benefit from the execution and delivery of the Management Agreement and is willing to provide this Performance Guaranty on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and other consideration, the receipt and sufficiency of which are hereby acknowledged by the Company, the Company hereby agrees as follows:

SECTION 1.            Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Management Agreement (including terms incorporated therein by reference).

SECTION 2.            Unconditional Undertaking; Enforcement. (a) The Company hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of the Indenture Trustee and each Secured Party (each, a "Supported Party") that, in the event that CAL shall fail in any manner whatsoever to perform or observe any of the terms covenants, conditions, agreements and undertakings to be performed or observed by CAL under the Management Agreement in accordance with the terms thereof, including, without limitation, all indemnity obligations of the Manager under the Management Agreement, all servicing obligations of the Manager under the Management Agreement, and any obligation to pay costs, expenses and/or taxes incurred in connection with the Management Agreement (all such terms, covenants, conditions, agreements and undertakings on the part of the Manager to be performed or observed being collectively called the "Guaranteed Obligations"), when the same shall be required to be performed or observed under the Management Agreement, then the Company shall guarantee and ensure that the Manager duly and punctually performs and observes (or, alternatively, the Company will perform on behalf of the Manager) each such Guaranteed Obligation. It shall not be a condition to the accrual of the obligation of the Company hereunder to guarantee and ensure the performance or observance of any of the Guaranteed Obligations that any Supported Party shall have first made any request of or demand upon or given any notice to CAL or any other Person or have instituted any action or proceeding against CAL or any other Person in respect thereof.

(a)            The Supported Parties may proceed to enforce the obligations of the Guarantor under this Section 2 after the Manager's failure to perform any such obligations in accordance with the terms of the Management Agreement without first pursuing or exhausting any right or remedy which such Supported Party may have against the Manager or any other Person.

SECTION 3.            Obligations Absolute.

(a)            This Performance Guaranty shall constitute a guaranty of payment and of performance and not of collection, and the Company specifically agrees that it shall not be necessary, and that the Company shall not be entitled to require, before or as a condition of enforcing the obligations of the Company under this Performance Guaranty or requiring payment or performance of the Guaranteed Obligations by the Company hereunder, or at any time thereafter, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Manager or any other Person that may be liable for any Guaranteed Obligations; (ii) make any other effort to obtain payment or performance of any Guaranteed Obligations from the Manager or any other Person that may be liable for such Guaranteed Obligations; (iii) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligations; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Guaranteed Obligations or any security or other guaranty therefor; or (v) assert or file any claim against the assets of any other Person liable for any Guaranteed Obligations. Notwithstanding anything herein to the contrary, no provision of this Performance Guaranty shall require the Company to pay, perform or discharge any Guaranteed Obligations prior to the time such Guaranteed Obligations are due and payable. When making any demand hereunder against the Company, the Indenture Trustee or other Supported Party need not make a similar demand on the Manager.

(b)            The Company agrees that this Performance Guaranty shall be continuing and the Company guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Management Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Indenture Trustee and/or any other Supported Party with respect thereto. If for any reason the Manager shall fail to fully and timely pay or perform and discharge any Guaranteed Obligations to be paid or performed by the Manager (whether affirmative or negative in character), the Company shall promptly on demand by the Indenture Trustee and/or any other Supported Party pay or perform or cause to be paid or performed, as the case may be, such Guaranteed Obligations. Each of the obligations of the Company under this Performance Guaranty is separate and independent of each other obligation of the Company under this Performance Guaranty and separate and independent of the Guaranteed Obligations, and the Company agrees that a separate action or actions may be brought and prosecuted against the Company to enforce this Performance Guaranty, irrespective of whether any action is brought against the Manager or whether the Manager is joined in any such action or actions. The obligations of the Company shall be continuing and irrevocable, absolute and unconditional, primary and original and immediate and not contingent and shall remain in full force and effect without regard to and not be released, discharged or in any way affected by any circumstance or condition (other than by payment in full of the Guaranteed Obligations) including, without limitation, the occurrence of any one or more of the following:

(i)             any lack of validity or enforceability of any of the Guaranteed Obligations under the Management Agreement or any document entered into in connection with the transactions contemplated by the Management Agreement, any provision thereof, or any other agreement or instrument relating thereto or the absence of any action to enforce the same;

- 2 -

(ii)            any failure, omission, delay or lack on the part of the Indenture Trustee or other Supported Party to enforce, assert or exercise any right, power, privilege or remedy conferred on the Indenture Trustee (as assignee of the Issuer) in the Management Agreement, or the inability of the Indenture Trustee or other Supported Party to enforce any provision of the Management Agreement for any reason, or any other act or omission on the part of the Indenture Trustee or any other Supported Party;

(iii)           any change in the time, manner or place of performance or of payment, or in any other term of, all or any of the Guaranteed Obligations, or any other modification, supplement, amendment or waiver of or any consent to departure from the terms and conditions of the Management Agreement or any document entered into in connection with the transactions contemplated by the Management Agreement;

(iv)           any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations or the acceptance of any security therefor;

(v)            the waiver by the Indenture Trustee and/or any other Supported Party of the performance or observance by the Manager of any of the Guaranteed Obligations, the waiver of any default in the performance or observance thereof, any extension consented to by the Indenture Trustee of the time for payment or performance and discharge by the Manager of any Guaranteed Obligations or any extension, indulgence or renewal of any Guaranteed Obligations;

(vi)           any bankruptcy, suspension of payments, insolvency, sale of assets, winding-up, dissolution, liquidation, receivership or reorganization of, or similar proceedings involving, the Manager or its assets or any resulting release or discharge of any of the Guaranteed Obligations;

(vii)          the recovery of any judgment against any Person or any action to enforce the same;

(viii)         any failure or delay in the enforcement of the Guaranteed Obligations of any Person under the Management Agreement or any document entered into in connection with the transactions contemplated by the Management Agreement or any provision thereof;

(ix)           any set-off, counterclaim, deduction, defense, abatement, suspension, deferment, diminution, recoupment, limitation or termination available with respect to any Guaranteed Obligations and, to the extent permitted by applicable law, irrespective of any other circumstances that might otherwise limit recourse by or against the Company or any other Person;

(x)             the obtaining, the amendment or the release of or consent to any departure from the primary or secondary obligation of any other Person, in addition to the Company, with respect to any Guaranteed Obligations;

(xi)           any compromise, alteration, amendment, modification, extension, renewal, release or other change, or waiver, consent or other action, or delay or omission or failure to act, in respect of any of the terms, covenants or conditions of the Management Agreement or any document entered into in connection with the transactions contemplated by the Management Agreement, or any other agreement or any related document referred to therein, or any assignment or transfer of any thereof;

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(xii)          any change in control in the ownership of the Manager, any change, merger, demerger, consolidation, restructuring or termination of the corporate structure or existence of the Manager or any of its Subsidiaries;

(xiii)         to the fullest extent permitted by applicable law, any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor or surety with respect to any Guaranteed Obligations;

(xiv)         any default, failure or delay, whether as a result of actual or alleged force majeure, commercial impracticability or otherwise, in the performance of the Guaranteed Obligations, or by any other act or circumstances which may or might in any manner or to any extent vary the risk of the Company, or which would otherwise operate as a discharge of the Company;

(xv)          the existence of any other obligation of the Company, or any limitation thereof, in the Management Agreement;

(xvi)         any regulatory change or other governmental action (whether or not adverse); or

(xvii)        the partial payment or performance of the Guaranteed Obligations (whether as a result of the exercise of any right, remedy, power or privilege or otherwise) or the invalidity of any payment for any reason whatsoever.

(c)            Should any money due or owing under this Performance Guaranty not be recoverable from the Company due to any of the matters specified in clauses (i) through (xviii) above or for any other reason, then, in any such case, such money shall nevertheless be recoverable from the Company as though the Company were principal debtor in respect thereof and not merely a guarantor and shall be paid by the Company forthwith.

(d)            This Performance Guaranty shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the Indenture Trustee and/or any Supported Party for any reason whatsoever, whether upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Manager or otherwise, all as though such payment had not been made, and the Company agrees that it will indemnify the Indenture Trustee and each Supported Party on demand for all reasonable costs and expenses (including, without limitation, fees and disbursement of counsel) incurred by any such Person in connection with such rescission or restoration. If an event permitting the exercise of remedies under the Management Agreement shall at any time have occurred and be continuing and such exercise, or any consequences thereof provided in the Management Agreement, shall at such time be prevented by reason of the pendency against the Manager of a case or proceeding under a bankruptcy or insolvency law, the Company agrees that, for purposes of this Performance Guaranty and its obligations hereunder, amounts payable under the Management Agreement shall be deemed to have been declared in default, with all attendant consequences as provided in the Management Agreement as if such declaration of default and the consequences thereof had been accomplished in accordance with the terms of the Management Agreement, and the Company shall forthwith pay any amounts guaranteed hereunder, without further notice or demand.

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SECTION 4.            Waiver. The Company hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Performance Guaranty and any requirement that the Indenture Trustee or any other Supported Party protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Manager or any other Person or any collateral.

SECTION 5.            Consent to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS PERFORMANCE GUARANTY MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FEDERAL COURT SITTING IN SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS PERFORMANCE GUARANTY, THE COMPANY CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE COMPANY IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS PERFORMANCE GUARANTY OR ANY DOCUMENT RELATED HERETO OR THERETO. THE COMPANY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

SECTION 6.            Representations and Warranties. The Company hereby represents and warrants as follows:

(a)            Organization and Good Standing. It is a corporation organized, validly existing and in compliance under the laws of the State of Delaware, with corporate power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted.

(b)            Due Qualification. It is duly licensed, qualified and authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such licensure or qualification except for failures to be so qualified which, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the business, operations, property, assets, Guaranteed Obligations, financial condition or prospects of Company.

(c)            Power and Authority; Due Authorization. It has (i) all necessary power, authority and legal right to execute, deliver and perform its obligations under this Performance Guaranty and (ii) duly authorized by all necessary corporate action such execution, delivery and performance of this Performance Guaranty.

(d)            Binding Obligations. This Performance Guaranty constitutes the legal, valid and binding obligation of Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e)            No Violation. The execution, delivery and performance of this Performance Guaranty will not (i) conflict with, or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under (A) the certificate of incorporation or by-laws of Company or (B) any Management Agreement, lease, loan agreement, receivables purchase agreement, mortgage, deed of trust, or other agreement or instrument to which Company is a party or by which it or its property is bound, (ii) result in or require the creation or imposition of any lien upon any of its properties pursuant to the terms of any such Management Agreement, lease, loan agreement, receivables purchase agreement, mortgage, deed of trust, or other agreement or instrument or (iii) violate any law or any order, rule, regulation applicable to Company of any court or of any federal, state or foreign regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Company or any of its properties.

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(f)            Not Insolvent. The execution, delivery and performance by the Company of this Performance Guaranty will not render the Company insolvent, nor is it being made in contemplation of the Company's insolvency; the Company does not, in its reasonable judgment, have an unreasonably small capital for conducting its business as presently contemplated by it.

(g)            Waiver of Immunity. To the extent that the Company or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise from any legal actions, suits or proceedings, from set-off or counterclaim, from the jurisdiction or judgment of any competent court, from service of process, from execution of a judgment, from attachment prior to judgment, from attachment in aid of execution, or from execution prior to judgment, or other legal process in any jurisdiction, the Company, for itself and its successors and assigns and its property, does hereby irrevocably and unconditionally waive, and agrees not to plead or claim, any such immunity with respect to its obligations, Guaranteed Obligations or any other matter under or arising out of or in connection with this Performance Guaranty and the Management Agreement or the subject matter hereof or thereof, subject, in each case, to the provisions of each such agreement and mandatory requirements of applicable law.

SECTION 7.            Covenants.

7.1            Affirmative Covenants of the Company. The Company agrees that, until the date (the "Final Payment Date") upon which all payments, fees and other obligations of the Manager under the Management Agreement have been finally and fully paid and performed, the Company will, unless the Indenture Trustee shall otherwise consent in writing:

(a)            Compliance with Laws, Etc. Comply in all material respects with all applicable laws, rules, regulations and orders.

(b)            Preservation of Existence. Preserve and maintain its existence as a corporation, and its rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification could be reasonably expected to have a material adverse effect on the Company.

(c)            Performance of Obligations; Enforcement. Punctually perform and observe all of its obligations and agreements contained in this Performance Guaranty.

SECTION 8.           Amendments, Etc. No amendment or waiver of any provision of this Performance Guaranty, and no consent to any departure by the Company herefrom, shall in any event be effective unless the same shall be in writing and signed by the Indenture Trustee and the Company, and then such waiver or consent shall be effective only in the' specific instance and for the specific purpose for which given.

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SECTION 9.           Expenses. The Company will upon demand pay to the Indenture Trustee and each other applicable Supported Party the amount of any and all reasonable expenses, including reasonable attorneys' fees and expenses, which they may incur in connection with the exercise or enforcement of any of their respective rights or interests hereunder.

SECTION 10.         Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile or e-mail communication) and shall be personally delivered or sent by express mail or courier or by certified mail, postage prepaid, or by facsimile or e-mail, if to the Company or the Indenture Trustee, at the address, facsimile number or e-mail address of such party set forth set forth on the signature page hereof or if to any other party, as set forth in the Management Agreement or the Indenture, as applicable, or at such other address, facsimile number or e-mail address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (a) if personally delivered or sent by express mail or courier or if sent by certified mail, when received, and (b) if transmitted by facsimile or e-mail, when sent, receipt confirmed by telephone or electronic means.

SECTION 11.         No Waiver; Remedies. No failure on the part of the Indenture Trustee or any other applicable Supported Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 12.         Continuing Agreement. This Performance Guaranty is a continuing agreement and shall (i) remain in full force and effect until the later of (x) the payment and/or performance in full of the Guaranteed Obligations and all other amounts payable under this Performance Guaranty and (y) one year and a day after the Final Payment Date, (ii) be binding upon the Company, its successors and assigns and (iii) inure to the benefit of, and be enforceable by, the Indenture Trustee, each Supported Party and any of their respective successors, transferees and assigns.

SECTION 13.         Waiver. The Company hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Performance Guaranty and any requirement that any other Person protect, secure, perfect or insure any security interest or lien or any collateral subject thereto or exhaust any right or take any action against any other Person or any collateral. The Company hereby waives any right to revoke this Performance Guaranty and acknowledges that this Performance Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. The Company hereby acknowledges receipt of copies of the Management Agreement as guarantor of the obligations thereunder, hereby makes all of the waivers and special agreements ("waivers") set forth in this Performance Guaranty, and agrees that each and all such waivers are being made knowingly, intentionally, voluntarily, without duress, and only after extensive consideration of the ramifications of such waivers by the Company in consultation with its legal counsel. The Company further acknowledges that this Performance Guaranty and such waivers are a material inducement to the Supported Parties to enter into the Management Agreement, and that the Supported Parties would not enter into the Management Agreement without such guaranty and waivers. The Company acknowledges and agrees that neither the Supported Parties nor any obligor, claimant or other party to any Management Agreement, nor any of their respective Affiliates, agents or representatives has made and no such person is making or shall be deemed to have made any representations or warranties with respect to this Performance Guaranty.

SECTION 14.         Subrogation. The Company hereby irrevocably agrees that any claims or other rights it may have against any other Person that arise from the existence, payment, performance or enforcement of any obligation under this Performance Guaranty or any Guaranteed Obligation, including (without limitation) (a) any right of subrogation, reimbursement, exoneration, contribution or indemnification or (b) any right to participate in any claim or remedy of any Supported Party against any such Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including (without limitation) the right to take or receive from any such Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, shall be subordinated to the Guaranteed Obligations. Until the latest of the payment in full in immediately available funds of the Guaranteed Obligations and the termination of the Management Agreement in accordance with their respective terms: (i) the Company shall not assert any such claims, exercise any such rights or otherwise seek compensation (or security therefor) for any payments made by it hereunder and (ii) any amounts, security or similar protection received by (or on behalf of) the Company shall be held in trust for the benefit of the Supported Parties, and shall promptly (but in any event within one Business Day) be paid to the Indenture Trustee to be applied in accordance with the Management Agreement.

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SECTION 15.         GOVERNING LAW. THIS PERFORMANCE GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 16.         WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND THE INDENTURE TRUSTEE HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS PERFORMANCE GUARANTY OR THE ACTIONS OF THE INDENTURE TRUSTEE IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

[Signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Performance Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

CAI INTERNATIONAL INC.

By:

Name:

Title:

Steuart Tower

1 Market Plaza, Suite 900

San Francisco, CA 94105

Attention: CEO and CFO

Fax Number: 415-788-3430

Performance Guaranty

EX-99.5

Exhibit 99.5

EXECUTION VERSION

CONTRIBUTION AND SALE AGREEMENT

________________

CONTAINER APPLICATIONS LIMITED

and

CAL FUNDING I LIMITED

________________

Dated as of

September 9, 2011

ALL RIGHT, TITLE AND INTEREST OF CAL FUNDING I LIMITED IN AND TO THIS AGREEMENT HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION, AS INDENTURE TRUSTEE, UNDER AN INDENTURE (DEFINED BELOW), FOR THE BENEFIT OF THE PERSONS REFERRED TO THEREIN.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
Section 1.01.	Definitions.	1
ARTICLE II TRANSFERS OF CONTAINERS		5
Section 2.01.	Transfer of Initial Sold Assets.	5
Section 2.02.	Transfer of Containers and Transferred Assets After the Initial Transfer Date	5
Section 2.03.	Required Financing Statements; Marking of Records	6
Section 2.04.	General Provisions Regarding All Transfers of Containers.	7
ARTICLE III REPRESENTATIONS AND WARRANTIES		8
Section 3.01.	Representations and Warranties of the Seller	8
Section 3.02.	Representations, Warranties and Covenants of the Company	15
Section 3.03.	Breach of Representations and Warranties Regarding Sold Assets	18
Section 3.04.	Substitute Containers	19
ARTICLE IV COVENANTS OF THE SELLER		20
Section 4.01.	Seller Covenants	20
Section 4.02.	Transfer of Sold Assets	24
ARTICLE V CONDITIONS PRECEDENT		24
Section 5.01.	Conditions to the Company’s Obligations	24
Section 5.02.	Conditions to the Seller’s Obligations	25
ARTICLE VI TERMINATION		25
Section 6.01.	Termination	25
Section 6.02.	Effect of Termination	25
ARTICLE VII INDEMNIFICATION PAYMENTS		25
Section 7.01.	Indemnification	25
ARTICLE VIII MISCELLANEOUS PROVISIONS		26
Section 8.01.	Amendment	26
Section 8.02.	GOVERNING LAW	26
Section 8.03.	CONSENT TO JURISDICTION	26
Section 8.04.	Judgment Currency	27
Section 8.05.	Notices	28

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Section 8.06.	Severability of Provision	28
Section 8.07.	Assignment	28
Section 8.08.	Further Assurances	28
Section 8.09.	No Waiver; Cumulative Remedies	29
Section 8.10.	Counterparts	29
Section 8.11.	Binding Effect	29
Section 8.12.	Merger and Integration	29
Section 8.13.	Headings	29
Section 8.14.	Schedules and Exhibits	29
Section 8.15.	General Interpretive Principles	29
Section 8.16.	WAIVER OF JURY TRIAL	30
Section 8.17.	Waiver of Immunity	30
Section 8.18.	Third Party Beneficiary	30
Section 8.19.	Consent of the Control Party	30

EXHIBITS

A - List of Transferred Containers Transferred by the Seller

B - Container Sale Certificate

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CONTRIBUTION AND SALE AGREEMENT

THIS CONTRIBUTION AND SALE AGREEMENT, dated as of September 9, 2011 (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”), is entered into between CONTAINER APPLICATIONS LIMITED, an international business company incorporated and licensed under the laws of Barbados (“CAL” or the “Seller”) with its principal place of business located at Suite 102, Bush Hill, Bay Street, St. Michael, Barbados, West Indies and CAL FUNDING I LIMITED, an exempted company with limited liability incorporated and existing under the laws of Bermuda (the “Company” or the “Issuer”) with its principal place of business located at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda.

WITNESSETH:

WHEREAS, from time to time hereafter, the Seller may sell, transfer, contribute and assign Sold Assets to the Company pursuant to the terms and conditions hereof;

WHEREAS, in connection with the transactions contemplated by the Indenture and other Related Documents, the Company has collaterally assigned to the Indenture Trustee, on behalf of the Noteholders and certain other Persons, all of its right, title and interest in and to the Sold Assets and this Agreement, as collateral for the Notes to be issued from time to time pursuant to the terms of the Indenture and any Supplements thereto; and

WHEREAS, the Seller and the Company agree that all representations, warranties, covenants and agreements made by the Seller and the Company herein shall be for the benefit of each Interest Rate Hedge Provider, each Noteholder and the Indenture Trustee, as assignees of the Company;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.  Definitions.  Capitalized terms used in this Agreement but not defined herein shall have the meaning assigned to such terms in the Indenture (as defined herein); otherwise, terms defined herein shall have the following meanings and the definitions of such terms shall be equally applicable to the singular and plural forms of such terms:

After-Tax Basis:  With respect to any payment to be received, the amount of such payment increased so that, after deduction of the amount of all taxes withheld from, imposed upon or otherwise required to be paid by the recipient with respect to the receipt or accrual of such amounts, such increased payment (after such deductions) is equal to the payment otherwise required to be made reduced by any deductions, credits, or other tax savings determined by the recipient to be realized by it as a result of such payment, with the written claim for such amount being conclusive absent manifest error in the calculation thereof.

Aggregate Asset Value:  This term shall have the meaning set forth in the Indenture.

Aggregate CEU:  As of any date of determination, the sum of CEUs of all Eligible Containers then owned by the Company.

Applicable Law:  With respect to any Person or Sold Asset, all existing laws, rules, regulations (including temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority and judgments, decrees, injunctions, writs, or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction applicable to such Person or Sold Asset.

CEU:  This term shall have the meaning set forth in the Indenture.

Concentration Limits:  The limitations on the types of containers and leases and maximum exposure to lessees eligible for inclusion in the Asset Base as set forth in the definition of “Eligible Container”.

Container Identification Numbers:  The unique alpha numeric code assigned to a Container by the Seller.

Container Representations and Warranties:  With respect to each Transferred Container, the representations and warranties of the Seller as set forth in paragraphs (e) and (q) through (uu) inclusive of Section 3.01 of this Agreement.

Container Revenue:  All Gross Revenue allocated to the Managed Containers and allocable to the Managed Containers pursuant to the terms of the Management Agreement and the Intercreditor Collateral Agreement.

Container Sale Certificate:  A Container Sale Certificate, substantially in the form of Exhibit B hereto, executed and delivered by the Seller and the Company in accordance with the terms of this Agreement.

Eligible Container:  This term shall have the meaning set forth in the Indenture.

ERISA Affiliate:  With respect to any Person, any other Person which is treated as a single employer with such Person under § 414 of the Code.

Fair Market Value:  An amount equal to the value which would be obtained in an arm’s length sales transaction between an informed and willing purchaser under no compulsion to buy and an informed and willing seller under no compulsion to sell.

Finance Lease:  This term shall have the meaning set forth in the Indenture.

Finance Lease Balance:  This term shall have the meaning set forth in the Indenture.

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Gross Revenue:  This term shall have the meaning set forth in the Management Agreement.

Indemnified Party:  This term shall have the meaning set forth in Section 7.01 hereof.

Indenture:  The Indenture, dated as of September 9, 2011, between the Issuer and the Indenture Trustee, as such indenture may be amended, modified or supplemented from time to time in accordance with its terms.

Initial Purchase Price:  This term shall have the meaning set forth in Section 2.01 hereof.

Initial Sold Assets:  Those Sold Assets transferred by the Seller to the Company on or before the Closing Date.

Lease File:  With respect to each Lease, the file containing all of the following:

(i)             An originally executed counterpart, or certified true, correct and complete copy of the lease supplement and/or lease schedule, executed by each of the lessor and the Lessee related to such Lease;

(ii)            A certified true, correct and complete copy of the executed original counterpart of the master lease agreement (if any) pursuant to which the lease supplement and/or lease schedule set forth in clause (i) was issued; and

(iii)           All originally executed, or certified true, correct and complete copies of all guarantees, letters of credit, UCC financing statements and all other addenda, supplements and amendments related to such Lease.

List of Containers:  A list (which list may be printed or electronic) of the Transferred Containers transferred by the Seller to the Issuer and certified by an Authorized Signatory of the Seller, which includes a true and complete list of all Transferred Containers to be conveyed by the Seller to the Issuer on any Transfer Date.  The List of Containers will include the following information for each such Transferred Container as of the Transfer Date: (i) the name of the Seller, (ii) its Container Identification Number, (iii) the type of Container and (iv) whether such Transferred Container is then subject to the terms of a Finance Lease.  Supplements to the List of Containers will be attached to the Container Sale Certificate and will contain only unit Container Identification Numbers for each Transferred Container.

Net Book Value:  This term shall have the meaning set forth in the Indenture.

Predecessor Container:  This term shall have the meaning set forth in Section 3.04 hereof.

Records:  All contracts and other documents, books, records and other information (including without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) maintained by the Seller to the extent relating to Sold Assets.

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Senior Executive Officer:  Any of the chief executive officer, the president, chief financial officer, treasurer or controller of the Issuer, the Seller or Manager, as the case may be.

Sold Assets:  The Transferred Containers and Transferred Assets, collectively.

Substitute Container:  This term shall have the meaning set forth in Section 3.04 hereof.

Supporting Obligations:  This term shall have the meaning set forth in Section 9-102(a)(77) of the UCC.

Transfer Date.  Each date on which the Seller transfers to the Company a Transferred Container and any related Transferred Assets.

Transferred Assets:  With respect to any Transferred Container, all of the following:  (i) all right, title and interest of the Seller directly or indirectly in and to, but none of the obligations under, any agreement with the manufacturer of such Transferred Container to the extent (but only to the extent) related to the Transferred Container, and all amendments, additions and supplements thereafter made with respect to such Transferred Container, (ii) all right, title and interest of the Seller in and to any Lease to which such Transferred Container is subject on the Transfer Date, but only to the extent that such Lease relates to such Transferred Container, including all lease rentals accruing with respect thereto as of the related Transfer Date, (iii) all documents in the Lease File relating to such Transferred Container, but only to the extent relating to such Transferred Container, (iv) all Records to the extent relating to such Transferred Container, (v) all right, title and interest of the Seller in and to any other property identified in the related Container Sale Certificate, (vi) all Casualty Proceeds, Sales Proceeds, Miscellaneous Owner Proceeds, Indemnification Proceeds (each as defined in the Management Agreement) and Gross Revenues related to such Transferred Container, (vii) all other security interests or Liens and property subject thereto from time to time purporting to secure payment of the Leases (to the extent, but only to the extent, attributable to such Transferred Container), (viii) all letters of credit, guarantees, Supporting Obligations and other agreements or arrangements of whatever character from time to time supporting or securing payment of any Lease (to the extent, but only to the extent, attributable to such Transferred Container), and (ix) all other payments, proceeds (including, without limitation, insurance proceeds), income and distributions (in cash, securities or otherwise) of the foregoing or directly or indirectly related thereto.

Transferred Container:  An Eligible Container transferred by the Seller to the Company in accordance with the terms of this Agreement including either or both, as the context may require, Eligible Containers transferred on the Closing Date in accordance with the provisions of Section 2.01 hereof and Eligible Containers transferred subsequent to the Closing Date in accordance with the provisions of Section 2.02 hereof.

Warranty Purchase Amount:  With respect to any Transferred Container to be repurchased by the Seller pursuant to the terms of this Agreement, an amount equal to the excess of (x) the Net Book Value (or, if applicable, the Finance Lease Balance) of such Transferred Container on the related Transfer Date over (y) all rental and other payments received by the Indenture Trustee, on behalf of the Noteholders, with respect to such Transferred Container and the Transferred Assets since the related Transfer Date.

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ARTICLE II

TRANSFERS OF CONTAINERS

Section 2.01.  Transfer of Initial Sold Assets.  On the initial Funding Date, the Seller shall sell, assign, convey, grant and transfer to the Issuer, and the Issuer shall acquire from the Seller, all of the Seller’s rights, title and interest in, to and under the Sold Assets set forth on Exhibit A hereto.  The purchase price for such Sold Assets shall be paid (x) first, by delivery of immediately available funds to CAL in an amount to be determined by the Issuer and the Seller prior to the initial Funding Date (the “Cash Purchase Price”) and (y) second, by the Company’s acceptance of a capital contribution from CAL by way of contributed surplus, in an amount equal to the excess of the Fair Market Value of the applicable Sold Assets over the related Cash Purchase Price.  In connection with the conveyance set forth in this Section 2.01 with respect to the applicable Sold Assets to be sold, assigned, conveyed and transferred pursuant to the immediately preceding sentence, the Seller shall execute and deliver on the such Funding Date (except that evidence of filing in Section 2.02(b)(ii) below shall be delivered by the Seller promptly upon receipt thereof by the Seller), as applicable, each of the documents set forth in Section 2.02 hereof.

THE SOLD ASSETS ARE CONVEYED ON AN “AS IS-WHERE IS” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXCEPT AS SET FORTH IN ARTICLE III.

Section 2.02.  Transfer of Containers and Transferred Assets After the Initial Transfer Date.  (a)  After the initial Funding Date, the Seller hereafter may, from time to time, transfer to the Company by way of contributed surplus additional Sold Assets in the form of additional capital contributions and sales.

(a)           In connection with any transfer of Sold Assets by the Seller to the Company in accordance with the provisions of Section 2.01 or 2.02 of this Agreement, the Seller shall execute and deliver to the Company, the Administrative Agent and the Indenture Trustee on or before the related Transfer Date (except that evidence of filing in clause (ii) below shall be delivered by the Seller promptly upon receipt thereof by the Seller), each of the following:

(i)            A completed Container Sale Certificate which certificate shall operate as an assignment, without recourse, representation, or warranty, except for the other representations and warranties specifically set forth in this Agreement, of all of the Seller’s right, title, and interest in and to the applicable Sold Assets identified in such certificate.  Upon delivery of a completed Container Sale Certificate, the List of Containers shall be deemed to have been amended to incorporate the information contained in such Container Sale Certificate;

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(ii)            Completed UCC financing statements or documents of similar import required under Section 2.03(a) hereof, together with evidence of filing of such financing statements in the appropriate filing offices and jurisdictions as may be required with respect to the Containers and Transferred Assets so transferred;

(iii)           Copies of all applicable UCC and federal, state and local Lien searches indicating the absence of any other Lien with respect to the Sold Assets identified in the related Container Sale Certificate; and

(iv)          With respect to any Sold Assets transferred by the Seller that were subject to the Lien prior to such transfer, the Seller shall have provided a release letter from the lenders (or the agent on behalf of the lenders) under such credit agreement or such security agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.

Section 2.03.  Required Financing Statements; Marking of Records.  (a)  In connection with the transfer by it on any Transfer Date, the Seller agrees, by not later than the Business Day after the Transfer Date, to record and file, at its own expense, the following UCC financing statements (and/or amendments to previously filed UCC financing statements), such filings to be made (unless otherwise requested by any Deal Agent) in each case only to the extent necessary pursuant to Applicable Law to protect the ownership interest of the Issuer and/or the security interest of the Indenture Trustee therein:

(i)             UCC financing statements (or amendments to existing UCC financing statements), naming the Seller, as debtor/seller, the Issuer, as secured party/buyer/assignor, the Indenture Trustee, as assignee of the secured party, and the applicable Sold Assets, as collateral.  Such financing statements (or documents of similar import) shall be filed in the appropriate filing offices in the jurisdiction in which the Seller is located (as defined in the UCC) or as otherwise required under Applicable Law;

(ii)            UCC financing statements (or amendments to existing UCC financing statements), naming the Issuer, as debtor, the Indenture Trustee, as secured party, and the Sold Assets, as collateral.  Such UCC financing statements shall be filed in the appropriate filing offices in the jurisdiction in which the Issuer is located (as defined in the UCC) or as otherwise required under Applicable Law;

(iii)           UCC financing statements (or amendments to or terminations or releases of existing UCC financing statements) or documents of similar import, evidencing the release of the security interest of any other Person with respect to any of the Sold Assets; and

(iv)           UCC financing statements, naming each Lessee of Transferred Containers subject to Finance Leases, as debtor, the Seller, as secured party, the Indenture Trustee, as assignee of the secured party, and the related Sold Assets under such related Finance Lease as collateral.  Such UCC financing statements shall be filed in the debtor Lessee’s jurisdiction of organization, if such Lessee is organized under the laws of one of the United States, and otherwise in the District of Columbia with the Recorder of Deeds.

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All UCC financing statements required pursuant to this Section 2.03 shall meet the requirements of Applicable Law.

(b)           In connection with each transfer of Sold Assets, the Seller shall, at its own expense on or prior to each Transfer Date, cause its master accounting and data processing records to be marked to indicate that all right, title and interest in each applicable Sold Asset has been irrevocably and absolutely transferred to the Company.

Section 2.04.  General Provisions Regarding All Transfers of Containers.  (a) Except as specifically provided in Section 3.03 and 7.01 of this Agreement, all transfers of Sold Assets pursuant to this Agreement shall be without recourse to the Seller; it being understood that the Seller shall be liable to the Company and to each Indemnified Party for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of Sections 3.01, 3.04, 4.01 and 7.01 of this Agreement, all of which obligations are limited solely and exclusively so as not to constitute credit recourse to the Seller for losses arising from the financial inability of any Lessee to make its rental payments owed under the related Leases and/or the failure of the Company to realize a particular amount.

(b)           The Seller and the Company intend that all transfers of applicable Sold Assets to be a “true sale” by the Seller to the Company that is absolute and irrevocable and that provides the Company with the full benefits of ownership of related Sold Assets, and neither the Seller nor the Company intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Company to the Seller.  It is, further, not the intention of the Company nor the Seller that the conveyance of applicable Sold Assets by the Seller be deemed a grant of a security interest in the Sold Assets by the Seller to the Company to secure a debt or other obligation of the Seller.  However, in the event that, notwithstanding the intent of the parties, any Sold Assets are considered to be property of the Seller’s estate, then (i) this Agreement also shall be deemed to be and hereby is a “security agreement” within the meaning of Articles 8 and 9 of the UCC and under any other Applicable Law, and (ii) the conveyance by the Seller provided for in this Agreement shall be deemed to be a grant by the Seller to the Company of, and the Seller hereby grants to the Company, a security interest in and to all of the Seller’s right, title and interest in, to and under the Sold Assets including, without limitation, all Inventory, Equipment, Chattel Paper, General Intangibles, Accounts, Goods, Documents, Supporting Obligations, Instruments and proceeds of the foregoing constituting part of the applicable Sold Assets, whether now or hereafter existing or created, to secure (1) the rights of the Company hereunder, (2) a loan by the Company to the Seller in an amount equal to the sum of (i) the sum of the Aggregate Asset Value as of such date and (ii) the sum of the Fair Market Values of all applicable Transferred Assets, in each case to the extent of the Eligible Containers transferred by the Seller to the Company hereunder and (3) without limiting the foregoing, the payment and performance of the Seller’s obligations (whether monetary or otherwise) hereunder, including its obligation to remit to the Company or its designee all Gross Revenue allocable to the applicable Sold Assets as provided in the Intercreditor Collateral Agreement and the Management Agreement.  The Seller and the Company shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the related Sold Assets, such security interest would be deemed to be a perfected security interest of first priority in favor of the Company under Applicable Law and will be maintained as such throughout the term of this Agreement.

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(c)           Consistent with the Company’s ownership of the Sold Assets, as between the parties to this Agreement, the Company shall have the sole right to service, administer and collect the Sold Assets and to assign and/or delegate such right to others.

(d)           Except as specifically provided for in Section 3.03 hereof, the Company shall have no obligation to account to the Seller for the Sold Assets.  The Company shall have no obligation to account for, or to return rental payments on or with respect to a Sold Asset, or any interest or other finance charge collected pursuant thereto, to the related Seller, irrespective of whether such collections and charges are in excess of the Net Book Value (or, if applicable, the Finance Lease Balance) of such Sold Asset.  The Company shall have the sole right to retain any gains or profits created by buying, selling or holding the Sold Assets and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

(e)           The Company shall have the unrestricted right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sold Assets in accordance with the terms of the Related Documents, and all of the Company’s right, title and interest in, to and under this Agreement, on whatever terms the Company shall determine, pursuant to this Agreement or otherwise.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01.  Representations and Warranties of the Seller.  The Seller hereby makes the following representations and warranties for the benefit of the Issuer, the Indenture Trustee, the Noteholders, each Interest Rate Hedge Provider and the Company, and on which the Company relies in accepting the conveyance of the applicable Sold Assets (and on which the Company relies in accepting any further transfer of such Sold Assets) and the other parties to the transactions contemplated hereby have relied upon such representations and warranties in executing each of the Related Documents to which it is a party.  Such representations and warranties are made as of each Transfer Date (unless otherwise indicated) with respect to the related Sold Assets transferred by the Seller to the Company on such date, but shall survive until the Outstanding Obligations have been paid in full.

(a)           Organization and Good Standing.  The Seller is an international business company duly incorporated and licensed, validly existing and in compliance under the laws of the Barbados, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, had at all relevant times, and now has, power, authority, and legal right to acquire and own the related Sold Assets and to perform its obligations hereunder and under any Related Document to which it is a party, and, except as set forth in Schedule 3.01, the Seller has had the same legal name for the past five years and, except as set forth in Schedule 3.01, the Seller does not do business under any other name;

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(b)           Due Qualification.  The Seller is qualified to transact business in each jurisdiction and has obtained all necessary licenses and approvals as required under Applicable Law, in each case, where the failure to be so qualified, licensed or approved, could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations under and comply with the terms of this Agreement and any other Related Document to which it is a party;

(c)           Power and Authority.  The Seller has the power and authority to execute and deliver this Agreement and any other Related Document to which it is a party and to carry out their terms; the Seller has duly authorized the sale and/or contribution to the Company of the related Sold Assets by all necessary action; the execution, delivery, and performance of this Agreement and any other Related Document to which it is a party has been duly authorized by the Seller by all necessary action and this Agreement and any other Related Document to which it is a party have been duly executed and delivered by the Seller;

(d)           Valid Assignment; Enforceable Obligations.  This Agreement constitutes a valid and absolute transfer of all right, title, and interest of the Seller in, to and under the related Sold Assets and such Sold Assets will be held by the Company free and clear of any Lien (regardless of whether such Lien is senior, pari passu or subordinate) of any Person claiming through or under either the Seller or the Company, except for Permitted Encumbrances; and this Agreement and each other Related Document to which it is a party, when duly executed and delivered by the other parties thereto, will constitute a legal, valid, and binding obligation of the Seller enforceable against the Seller in accordance with its terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

(e)           No Violation of Agreements.  The consummation of the transactions contemplated by and the fulfillment of the terms of this Agreement and the Related Documents to which it is a party will not conflict with any of the terms and provisions of, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the operating agreement or other constituent document of the Seller, or any material term of any indenture, agreement, mortgage, deed of trust, or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust, or other instrument, other than this Agreement and the Indenture, or violate any law or any order, rule, or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over the Seller or any of its properties;

(f)           No Proceedings or Injunctions.  There are (i) no litigations, proceedings or investigations pending, or, to the knowledge of the Seller, threatened, before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority (A) asserting the invalidity of this Agreement or any other Related Document to which it is a party, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Related Document to which it is a party, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any other Related Document to which it is a party and (ii) no injunctions, writs, restraining orders or other orders in effect against the Seller that would adversely affect its ability to perform under this Agreement or any other Related Document to which it is a party;

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(g)           Compliance with Law.

(i)             The Seller is not in violation of (A) any laws, ordinances, governmental rules or regulations, or (B) court orders to which it is subject or by which it is bound;

(ii)            The Seller has obtained any licenses, permits, franchises or other governmental authorizations necessary to the ownership of its property or to the conduct of its business including, without limitation, with respect to transactions contemplated by this Agreement and the other Related Documents to which it is a party; and

(iii)           The Seller is not in violation in any respect of any term of any agreement, or other instrument to which it is a party or by which it may be bound,

which violation or failure to obtain (as referenced in clause (i), (ii) or (iii) above) could reasonably be expected to, individually or in the aggregate, materially and adversely affect: (A) the business or financial condition of the Seller individually, or the Seller and its subsidiaries (if any) taken as a whole, (B) the ability of the Seller to perform any of its obligations hereunder or under any other Related Document, (C) any related Lease or the enforceability thereof, (D) the enforceability of this Agreement or any other Related Document, or (E) the interest of the Indenture Trustee or any Noteholder or Interest Rate Hedge Provider in any related Sold Asset;

(h)           Insolvency; Fraudulent Conveyance.  The Seller is paying its debts as they become due and is not “insolvent” within the meaning of any applicable Insolvency Law. The Seller represents that:

(x)            both immediately before and after giving effect to the assignment, transfer and contribution of the related Sold Assets and the application of the Cash Purchase Price, the present value of the Seller’s assets will be in excess of the amount that will be required to pay the Seller’s probable liabilities as they then exist and as they become absolute and matured; and

(y)           both immediately before and after giving effect to the assignment, transfer and contribution of the related Sold Assets and the application of the Cash Purchase Price, the sum of the Seller’s assets will be greater than the sum of the Seller’s debts, valuing the Seller’s assets at a Fair Market Value.

Each transfer of Sold Assets has been made for “reasonably equivalent value” (as such term is used in Section 548 of the Bankruptcy Code) and not on account of “antecedent debt” (as such term is used in Section 547 of the Bankruptcy Code);

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Each transfer of Sold Assets pursuant to the terms of this Agreement are not being taken with contemplation of insolvency and with no intent to hinder, delay or defraud any present or future credit of the Seller.

(i)             Chief Executive Office.  The principal place of business and chief executive office of CAL is at Suite 102, Bush Hill, Bay Street, St. Michael, Barbados, West Indies;

(j)             Accounting and Tax Treatment.  The Seller will treat the transfer of the related Sold Assets to the Company pursuant to this Agreement as a capital contribution of such Sold Assets for financial reporting, accounting and all income tax purposes, it being understood that such transfers may not be recognized in CAL’s consolidated financial statement under GAAP and may not be recognized for federal or state income tax purposes due to the Company’s status as a single member limited liability company, and the Seller has been advised by its Independent Accountants that such Independent Accountants agree with such treatment;

(k)           Approvals.  All approvals, authorizations, consents, orders or other actions of any Person required to be obtained by the Seller or, to the knowledge of the Seller, by any other party in connection with the execution and delivery of this Agreement or any other Related Document to which it is a party have been or will be taken or obtained on or prior to the Closing Date;

(l)            Governmental Consent.  No consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority is or will be necessary or required on the part of the Seller in connection with the execution and delivery of this Agreement or the transfer and conveyance of the related Sold Assets hereunder;

(m)           Investment Company Act.  Neither the Seller nor any of its Subsidiaries is an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

(n)           Ordinary Course.  The transactions contemplated by this Agreement and the other Related Documents are being consummated by the Seller in furtherance of the Seller’s ordinary business purposes and constitute a practical and reasonable course of action by the Seller designed to improve the financial position of the Seller, with no contemplation of insolvency and with no intent to hinder, delay or defraud any of its present or future creditors;

(o)           Bulk Transfer Act.  No transfer, assignment or conveyance of the related Sold Assets by the Seller to the Company contemplated by this Agreement will be subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;

(p)           Defaults.  The Seller is not in default with respect to (i) any Indebtedness or (ii) any other contractual obligation that could reasonably be expected to, individually or in the aggregate, materially and adversely affect: (A) the business or financial condition of the Seller individually, or the Seller and its subsidiaries (if any) taken as a whole, (B) the ability of the Seller to perform any of its obligations hereunder or under any other Related Document, (C) the ability of the Company to enforce any assignment, transfer, conveyance or contribution hereunder, (D) any related Lease or the enforceability thereof, (E) the enforceability of this Agreement or any other Related Document, or (F) the interest of the Indenture Trustee or any Noteholder or any Interest Rate Hedge Provider in any related Sold Asset;

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(q)           Title to Sold Assets; All Action Taken.  Upon the transfer of any Sold Assets to the Company pursuant to the terms of this Agreement, the Company will have had good and marketable title to such Sold Assets free and clear of any Liens other than (i) Permitted Encumbrances and (ii) with respect to Containers subject to a Lease, Encumbrances that the Lessee is required to remove pursuant to the terms of such Lease.  Immediately after each of the transfers and conveyances to the Company as contemplated in this Agreement, all necessary action will have been taken by the Seller and the Company to validly transfer and convey to the Company all right, title and interest of the Seller in and to the related Transferred Containers and the related Transferred Assets arising on or after the related Transfer Date;

(r)            Specifications.  The related Transferred Containers shall conform to (i) the Seller’s standard specifications for that category of container and to any applicable industry standards or (ii) if such Transferred Container is subject to a Finance Lease on the Transfer Date, to the standard specifications of either Seller or the Lessee;

(s)           Casualty Loss.  To the knowledge of the Seller, no related Transferred Container shall have suffered a Casualty Loss on or prior to the related Transfer Date;

(t)            No Violation of Leases.  The transfer and conveyance to the Company of the Sold Assets will not violate the terms or provisions of any Lease or any other agreement to which the Seller then is a party or by which it is bound;

(u)           Rights to Leases.  The rights with respect to each Lease transferred and all scheduled payments thereunder pursuant to this Agreement are assignable by the Seller without the consent of any Person other than consents which will have been obtained on or before the related Transfer Date;

(v)           Lessee Acceptance.  Each Lessee has received and taken possession of each Transferred Container leased to it in satisfactory condition and in proper working order and had a reasonable opportunity to inspect the Transferred Container leased to it and has not notified the Seller of any material defects therein;

(w)           Lease Files.  Each Lease File shall be handled and stored as provided in the Intercreditor Collateral Agreement;

(x)            Insurance.  Each Lease requires the Lessee thereunder to maintain physical damage insurance on each Transferred Container that complies with the terms of the Management Agreement.  Upon the occurrence of a casualty with respect to a Transferred Container, each Lease requires the related Lessee to pay an amount which equals or exceeds the Net Book Value (or, if applicable the Finance Lease Balance) for such Transferred Container, as of the Payment Date immediately preceding the making of such payment;

(y)           Master Lease Arrangements.  In the case of each Lease which consists of a master lease and one or more exhibits or schedules thereto, each such exhibit or schedule (as it incorporates the terms of the master lease) constitutes a separate contractual lease obligation of the related Lessee, and permits full and partial assignments of the lessor’s rights thereunder to one or more secured parties;

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(z)            Possession of Leases.  The original counterpart of each Lease in the possession of the Manager or any of its Affiliates shall be maintained by the Manager or the Collateral Agent as contemplated by the Intercreditor Collateral Agreement.

(aa)         No Leases Intended as Security.  No Lease, other than any Finance Lease, is a “lease intended as security” as defined in Section 1-201(37) of the applicable UCC.  The terms and conditions of each Lease, other than any Finance Lease, are of such a nature that the Transferred Container subject to such Lease would not be considered property of the Lessee or its estate in the event of the insolvency of the Lessee under any Federal or state applicable Insolvency Laws;

(bb)         Eligible Container.  Each Transferred Container is an Eligible Container;

(cc)         Container Lessees.  Each Transferred Container that is then on lease to a Lessee is leased in accordance with the Manager’s then existing credit underwriting policy;

(dd)         Registration.  Each Transferred Container has been registered, by virtue of its Container Identification Number which is included in a range of Container Identification Numbers registered in the name of CAL in the official register of the Bureau International des Containers (Paris), either:  (i) in the name of CAL; or (ii) with respect to Transferred Containers that were originally acquired by CAL after they had originally been placed in service, in the name of the original owner of such Container;

(ee)         Invoice Price.  The price paid by the Seller to originally acquire such Transferred Container was not greater than the Fair Market Value of such Transferred Container at the time of acquisition by the Seller;

(ff)           U.S. Dollars.  All payments under each Lease are payable in U.S. Dollars;

(gg)         Ordinary Course of Business.  All Leases related to Containers were originated or acquired in the ordinary course of the Seller’s business.

(hh)         No Lease Default.  With respect to each Transferred Container that is “on lease” as of the related Transfer Date: (i) with respect to payments of rent or under sums due under the Lease, Seller has not declared an Event of Default for failure of the related Lessee to make such payments and no rental or other payment owing pursuant to such Lease is more than sixty  days delinquent as of such Transfer Date; and (ii) with respect to all other obligations of the Lessee under such Lease, to the best of Seller's knowledge, no Event of Default thereunder has occurred and is continuing under such Lease or any other Lease between the Seller and such Lessee;

(ii)           Net Book Value or Finance Lease Value.  The Net Book Value or Finance Lease Value, as the case may be, is accurately set forth on the related Container Sale Certificate;

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(jj)            Eligible Container.  Any Container to be included in the Sold Assets meets the definition of “Eligible Container” (as set forth in the Indenture) on its Transfer Date;

(kk)          Creation of Security Interest.  In the event that the transfer of the Sold Assets pursuant to the terms of this Agreement is held not to constitute a “true sale”, this Agreement creates a valid and continuing security interest (as defined in the UCC) in the Sold Assets in favor of the Company, which security interest is prior to all other Liens other than Permitted Encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller;

(ll)            UCC Classification.  The Transferred 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 with the meaning of the UCC;

(mm)        Seller Title to Sold Assets.  Immediately prior to the conveyance of the Sold Assets set forth in this Agreement, the Seller owned and had good and marketable title to such Sold Assets, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances;

(nn)         Perfection of Security Interest.  The Seller 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 related Sold Assets granted to the Company in this Agreement.  All financing statements filed or to be filed against the Seller in favor of the Company (and the Indenture Trustee, as its assignee) in connection herewith 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 Company and the Indenture Trustee (as the assignee of the Company)”;

(oo)         No Existing Liens.  The Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed or released any of the related Sold Assets, except for any pledge or security interest that is released concurrently with the sale to the Company. The Seller has not authorized the filing of, and is not aware of, any financing statements against the Seller that include a description of collateral covering the related Sold Assets other than any financing statement or document of similar import (i) relating to the security interest granted to the Company in this Agreement or the security interest granted to the Indenture Trustee in the Indenture or any Related Document or (ii) that has been terminated or released (or will be amended to exclude the related Sold Assets within five (5) Business Days of the related Transfer Date).  The Seller is not aware of any judgment or tax lien filings against the Seller;

(pp)         All Consents Secured.  The Seller has received all necessary consents and approvals required by the terms of the related Sold Assets to the transfer to the Company of its interest and rights in such Sold Assets hereunder;

(qq)         Purchase Price.  The consideration paid by the Company for each Transferred Container is not greater than the Net Book Value (or, if applicable, the Finance Lease Balance) of such Transferred Containers at the time of sale to the Company;

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(rr)           Lease Terms.  As of the Transfer Date, the Lease related to the Transferred Containers were entered into or acquired in the ordinary course of business of the Seller and contain commercially reasonable terms, consistent with the general trading terms that the Seller uses in the normal course of business;

(ss)          Net Lease.  Generally, the Lessee’s obligations under each Lease are “hell or high water” obligations that are, among other characteristics, absolute and not subject to any defenses, set-offs, or counterclaims; each Lease has no rescission, reduction, or recoupment provision except as to disputed amounts (in certain limited circumstances) and provides that, upon the making of a casualty payment, the obligation of the related Lessee to make Lease Payments thereunder will be reduced accordingly; and each Lease is a “net lease” under which the Lessee is responsible for all taxes, maintenance, and insurance and assumes all risk of casualty loss;

(tt)           Purchase Option.  No Lease provides a purchase option for any Transferred Container (subject to such Lease) to any Lessee which would result, when taken together with all rental payments previously made or required to be made under such Lease or any prior Lease with respect to such Transferred Container, in less than the Original Equipment Cost being realized on the disposition of the related Transferred Container;

(uu)         Bankrupt Lessees under Finance Leases.  No Transferred Container subject to a Finance Lease is under lease to a bankrupt obligor as of the related Transfer Date; and

(vv)         All Representations and Warranties True.  All representations and warranties made by the Seller in any certificate or other document delivered at the closing of the transactions contemplated by the Related Documents including all representations and warranties made to Perkins Coie LLP in support of its opinion letter issued and delivered in connection with the issuance of the Notes and each of the factual assumptions contained in such opinions to the extent compliance with such assumptions is in the control of the Seller, are true and correct in all material respects.

Section 3.02.  Representations, Warranties and Covenants of the Company.  The Company hereby makes the following representations and warranties for the benefit of the Seller, the Indenture Trustee, the Noteholders, each Interest Rate Hedge Provider and the Administrative Agent on which the Seller relies in contributing the related Sold Assets to the Company.  The Seller has relied upon such representations and warranties in transferring the related Sold Assets to the Issuer and the other parties to the transactions contemplated hereby have relied upon such representations and warranties in executing each of the Related Documents.  Such representations and warranties are made as of each Transfer Date with respect to the Sold Assets contributed to the Company on such date and the date of each subsequent transfer and conveyance of the respective Sold Assets and the pledge of such Sold Assets to the Indenture Trustee, unless otherwise indicated, but shall survive until all Outstanding Obligations have been paid in full.

(a)           Organization and Good Standing.  The Company is  an exempted company with limited liability duly organized, validly existing and in compliance under the laws of the Bermuda, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, had at all relevant times, and now has, power, authority, and legal right to acquire and own the Sold Assets and to perform its obligations hereunder and under any Related Document to which it is a party, and has had the same legal name since its formation and does not do business under any other name;

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(b)           Due Qualification.  The Company is duly qualified to do business, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified, licensed or approved would not, in the aggregate, materially and adversely affect the ability of the Company to perform its obligations under and comply with the terms of this Agreement or any other Related Documents to which it is a party;

(c)           Power and Authority.  The Company has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery, and performance of this Agreement have been duly authorized by the Company by all necessary action; the Company will have the power and authority to acquire and will have acquired whatever right title and interest in the Sold Assets as was conveyed to it by the Seller; and will have duly authorized, executed and delivered the Notes, this Agreement and the other Related Documents to which it is a party;

(d)           Binding Obligations.  This Agreement and each other Related Document to which the Company is a party, when duly executed and delivered by the other parties hereto or thereto, will constitute a legal, valid, and binding obligation of the Company enforceable in accordance with its terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

(e)           No Violation.  The consummation of the transactions contemplated by and the fulfillment of the terms of this Agreement (after giving effect to the transactions set forth herein) will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability agreement of the Company, or any term of any indenture, agreement, mortgage, deed of trust or other instrument to which the Company is a party or by which its assets may be bound;

(f)            No Proceedings or Injunctions.  There are (i) no proceedings or investigations to which the Company, or any Affiliate of the Company is a party pending, or, to the knowledge of the Company, threatened, before any court, regulatory body, administrative agency or other tribunal or Governmental Authority (A) asserting the invalidity of the Notes, this Agreement or the other Related Documents to which the Company is a party, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or the other Related Documents to which the Company is a party, or (C) seeking any determination or ruling that would materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, the Notes, this Agreement or the other Related Documents to which the Company is a party and (ii) no injunctions, writs, restraining orders, or other orders in effect against the Company that would adversely affect its ability to perform under the Notes, this Agreement or the other Related Documents to which it is a party;

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(g)           Approvals.  All approvals, authorizations, consents, orders or other actions of any Person required to be obtained by the Company or, to the knowledge (without inquiry) of the Company, by any other party in connection with the execution and delivery of this Agreement or any other Related Document to which it is a party have been or will be taken or obtained on or prior to the Closing Date;

(h)           Insolvency.  The Company is not insolvent under the Insolvency Law and will not be rendered insolvent by the transactions contemplated by this Agreement; the Company is paying its debts as they become due and, after giving effect to the transactions contemplated by this Agreement, will have adequate capital to conduct its business; the Company does not intend to nor believe that it will incur debts beyond its ability to pay as such debts mature;

(i)             Principal Place of Business; Trade Names.  The Company has only one place of business which is located at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda.  The Company has not been known by any name other than CAL Funding I Limited;

(j)             No Subsidiaries.  The Company has no Subsidiaries;

(k)            Ordinary Course.  The transactions contemplated by this Agreement are being consummated by the Company in good faith and in furtherance of the Company’s ordinary business purposes and constitute a practical and reasonable course of action by the Company designed to improve the financial position of the Company, with no contemplation of insolvency and with no intent to hinder, delay or defraud any of its present or future creditors;

(l)             Substantive Consolidation.  The Company shall be operated in such a manner that it shall not be substantively consolidated with the estate of the Seller or any other person in the event of the bankruptcy or insolvency of the Company or such other person.  Without limiting the foregoing the Company shall:  (1) conduct its business in its own name, (2) maintain its books and records separate from those of any other person, (3) maintain its bank accounts separate from those of any other Person, (4) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, (5) pay its own liabilities and expenses only out of its own funds, (6) enter into a transaction with an Affiliate only if such transaction is intrinsically fair, commercially reasonable and on the same terms as would be available in an arm’s length transaction with a person or entity that is not an Affiliate, (7) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, (8) hold itself out as a separate entity, (9) maintain adequate capital in light of its contemplated business operations and (10) observe all other appropriate organizational formalities.

Notwithstanding any provision of law which otherwise empowers the Company, the Company shall not:  (1) consolidate or merge with or into any other person or dissolve or liquidate in whole or in part or transfer its properties and assets substantially as an entirety to any other person, (2) hold itself out as being liable for the debts of any other person, (3) act other than in its corporate name and through its duly authorized officers or agents, (4) engage in any joint activity or transaction of any kind with or for the benefit of any Affiliate including any loan to or from or guarantee of the indebtedness of any Affiliate, except payment of lawful distributions to its shareholders, (5) commingle its funds or other assets with those of any other person other than as provided in the Management Agreement and the Intercreditor Collateral Agreement, (6) create, incur, assume, guarantee or in any manner become liable in respect of any indebtedness other than indebtedness permitted under the terms of the Indenture or any Related Documents or (7) take any other action that would be inconsistent with maintaining the separate legal identity of the Company or engage in any other activity.

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(m)           All Representations and Warranties True.  All representations and warranties made by the Company in any certificate or document delivered at the closing of the transactions contemplated by the Related Documents including all representations and warranties made to Perkins Coie LLP in support of its opinion letters issued and delivered in connection with the issuance of the Notes and each of the factual assumptions contained in such opinions to the extent compliance with such assumptions is in the control of the Company, are true and correct in all material respects.

Section 3.03.  Breach of Representations and Warranties Regarding Sold Assets.  (a)  Upon discovery by the Seller, the Administrative Agent, the Indenture Trustee or the Company (or any of their respective successors or assigns) of a breach of any of the Container Representations and Warranties, the party (including any such successor or assign) discovering such breach shall give prompt written notice to the other parties and the Administrative Agent.  Unless the breach shall have been cured or waived in writing by the Requisite Global Majority, within thirty (30) days after the earlier of (x) actual knowledge of such breach by a Senior Executive Officer of the Seller or (y) receipt by the Seller of written notice of such breach, the Seller shall on or prior to such thirtieth (30th) day either:

(i)            repurchase the affected Transferred Container(s) and Transferred Assets from the Company for a cash purchase price equal to the Warranty Purchase Amount; or

(ii)           replace the affected Transferred Containers and Transferred Assets with Substitute Container(s) and Transferred Assets in accordance with the provisions of Section 3.04 hereof.

Without limiting the generality of the foregoing, the Seller acknowledges and agrees that, for purposes of this Section 3.03, any inaccuracy in any representation or warranty with respect to (i) the amount (if less than represented) of the Net Book Value or the Finance Lease Balance, as applicable, of any related Transferred Container, on the Transfer Date or (ii) the failure to comply with the Concentration Limits as of the Transfer Date, shall be deemed to be material.

(b)           With respect to all Containers purchased or replaced by the Seller pursuant to this Section 3.03, the Company hereby assigns to the Seller, without recourse, representation or warranty (except as to the absence of liens, claims, or encumbrances resulting from actions taken, or failed to be taken, by the Company), all of the Company’s right, title and interest in and to such Containers and other Transferred Assets relating thereto.

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(c)           The Company agrees that the obligation of the Seller to repurchase or, if available, substitute any container pursuant to this Section 3.03 shall constitute the sole remedies available against the Seller by the Company and its successors and assigns for breach of a Container Representation or Warranty; provided, however, that nothing contained herein shall derogate from the Seller’s indemnification obligations set forth in Section 7.01 hereof.

Section 3.04.  Substitute Containers.  (a) The Seller will have the right (exercisable solely at its option) at any time to transfer to the Company one or more Containers and Transferred Assets (the foregoing collectively, a “Substitute Container”) for one or more Containers and Transferred Assets (the foregoing collectively, a “Predecessor Container”) if:

(i)             the Predecessor Container is required to be repurchased pursuant to Section 3.03 hereof;

(ii)            the Substitute Container has a Net Book Value (or a Finance Lease Balance) of not less than the Net Book Value (or a Finance Lease Balance) of the Predecessor Container;

(iii)           the Substitute Container is an Eligible Container;

(iv)           no Early Amortization Event or Event of Default is then continuing or would result from the ownership of such Substitute Container by the Issuer; and

(v)            the Substitute Container shall be subject to a similar type of Lease as that of the Predecessor Container.

If more than one Substitute Container is being transferred on any date, the criteria set forth in clauses (ii) and (iii) above shall be determined on an aggregate basis for all Containers transferred on such date.

(b)           Any substitution pursuant to this Section 3.04 shall become effective upon (i) delivery to the Indenture Trustee, the Administrative Agent and the Company of a completed Container Sale Certificate which certificate shall operate as a transfer to the Company of all right, title and interest of the Seller in and to the Substitute Container subject thereto, (ii) delivery to the Seller by the Company of such Container Sale Certificate which shall operate as a transfer to the Seller, without representation or warranty except with respect to unencumbered title, all of the Company’s right, title and interest in and to the Predecessor Container, and (iii) delivery to the Company, the Indenture Trustee and the Administrative Agent of an amendment to the List of Containers reflecting the deletion of the Predecessor Container and the addition of the Substitute Container.

(c)           The Seller shall give at least (5) five Business Days’ prior written notice to the Company, the Administrative Agent and the Indenture Trustee of its intent to provide a Substitute Container pursuant to Section 3.04 hereof.

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ARTICLE IV

COVENANTS OF THE SELLER

Section 4.01.  Seller Covenants.  The Seller hereby covenants and agrees with the Company, the Issuer, each Interest Rate Hedge Provider, the Noteholders and the Indenture Trustee as follows:

(a)           Merger or Consolidation of, or Assumption of the Obligations of, the Seller.  Any corporation or other entity (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be party, or (iii) succeeding to the business of the Seller substantially as a whole, will be the successor to the Seller under this Agreement, without the execution or filing of any document or any further act on the part of any of the parties to this Agreement so long as, (x) immediately after giving effect to such transaction, no Event of Default, Manager Default or Early Amortization Event shall result therefrom (including an Asset Base Deficiency pursuant to a breach of Container Representations and Warranties) and no representation or warranty made pursuant to Section 3.01 shall have been breached, (y) the Seller shall have delivered to the Company, the Issuer, the Administrative Agent and each Rating Agency an Officer’s Certificate stating that such consolidation, merger, or succession and any agreement of assumption relating to such transaction comply with this Section 4.01 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (z) the Seller shall have delivered to the Company, the Issuer, the Administrative Agent and each Rating Agency an Opinion of Counsel reasonably satisfactory to the Requisite Global Majority either (1) stating that, in the opinion of such counsel, all financing statements, or other documents of similar import, and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Company and the Indenture Trustee in the Sold Assets, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

(b)           Preservation of Security Interest in Finance Lease.  The Seller shall, at its own sole cost and expense with respect to any Lessee whose Containers are subject to a Finance Lease, file such instruments and documents and take such actions as shall be required to establish and maintain an effective lien against the Lessee’s interest in the Transferred Containers in the Lessee’s jurisdiction of organization and execute and file such financing statements and other documents, and take such other action as shall be reasonably requested by the Indenture Trustee to preserve, maintain, perfect, continue and protect the first priority perfected security interest of the Indenture Trustee in such Transferred Containers that are subject to such Lessee’s Finance Lease.

(c)           Preservation of Name, etc.  The Seller will not change its name, identity, corporate structure or jurisdiction of organization in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with this Agreement void or otherwise of no force and effect unless (i) the Seller shall have given the Company, the Administrative Agent and the Indenture Trustee at least 60 days’ prior written notice thereof, (ii) the Seller shall have filed any necessary financing statements necessary to continue the effectiveness of any financing statements referred to in paragraph (b) above or otherwise required pursuant to this Agreement and (iii) the Seller shall have delivered to the Issuer, the Indenture Trustee, the Administrative Agent and each Rating Agency, one or more Opinions of Counsel satisfactory to the Indenture Trustee, stating that after giving effect to such change in name, identity, location of chief executive office, jurisdiction of incorporation or corporate structure, either (x) in the opinion of such counsel, all financing statements, or other documents of similar import, and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Transferred Containers, or (y) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

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(d)           Preservation of Office.  The Seller will give the Company, the Administrative Agent and the Indenture Trustee at least 30 days’ prior written notice of any relocation of its principal place of business and chief executive office or reincorporation in another jurisdiction.  No later than five days prior to the closing date of such change or relocation, the Seller shall file such amendments and/or financing statements as may be required to preserve and protect the Company’s and Indenture Trustee’s interest in the related Sold Assets.

(e)           Compliance with Law.  The Seller will comply, in all material respects, with all acts, rules, regulations, orders, decrees and directions of any Governmental Authority applicable to the related Sold Assets or any part thereof; provided, however, that the Seller may contest any act, regulation, order, decree or direction in any reasonable manner which shall not materially and adversely affect the rights of the Company, the Issuer, the Noteholders, any Deal Agent or the Indenture Trustee in the related Sold Assets.

(f)            Defend Title to Sold Assets.  The Seller shall defend the right, title, and interest of the Company and its successors and assigns in, to, and under the related Sold Assets, against all claims of third parties claiming through or under the Seller.

(g)           Notification of Breach.  The Seller will advise the Company, the Administrative Agent and the Indenture Trustee promptly, in reasonable detail, upon discovery of the occurrence of any breach by the Seller of any of its representations, warranties and/or covenants contained in any Related Document to which it is a party.

(h)           Further Assurances.  The Seller will, at its sole cost and expense, make, execute or endorse, acknowledge and file or deliver to the Company, the Indenture Trustee and the Administrative Agent from time to time such UCC financing statements or documents of similar import (including any termination or continuation statements), schedules, confirmatory assignments, conveyances, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the related Sold Assets and other rights covered by this Agreement, as the Company or its successors and assigns, including the Indenture Trustee or the Administrative Agent may request and reasonably require.  The Seller shall, at the request of the Administrative Agent, deliver to the Indenture Trustee and the Administrative Agent an updated List of Containers.  The Seller shall, at the request of the Indenture Trustee or the Administrative Agent, execute such documents and instruments as may be reasonably requested and as are prepared by the Indenture Trustee or the Administrative Agent to permit the Manager, in accordance with the terms of the Management Agreement to enforce the Leases and/or any insurance policies obtained by the Lessees with respect to the related Sold Assets.

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(i)            Notice of Liens.  The Seller shall notify the Company, the Administrative Agent and the Indenture Trustee promptly after becoming aware of any Lien other than Permitted Encumbrances on the related Sold Assets.

(j)            Transfer Taxes.  The Seller shall promptly pay all taxes (including, without limitation, any transfer taxes) required to be paid in connection with the conveyance of the related Sold Assets, and acknowledges that the Company shall have no responsibility with respect thereto.

(k)           No Bankruptcy Petition.  The Seller will not, prior to the date that is one year and one day after the payment in full of all amounts owing by the Company pursuant to the Indenture, this Agreement and the Related Documents, institute against the Company or join any other Person in instituting against the Company, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of any applicable jurisdiction.  This subsection 4.01(k) shall survive the termination of this Agreement.

(l)            Ownership of Sold Assets.  The Seller agrees to take no action inconsistent with the ownership of the related Sold Assets by the Company, to promptly indicate to all parties with a valid interest inquiring as to the true ownership of such Sold Assets that such Sold Assets have been contributed to the Company and to claim no ownership interest in such Sold Assets.

(m)           Substantive Consolidation.  The Seller shall be operated in such a manner that it shall not be substantively consolidated with the estate of any Issuer in the event of the bankruptcy or insolvency of the Seller.  Without limiting the foregoing, the Seller shall:  (1) conduct its business in its own name, (2) maintain its books and records separate from those of any other Person, (3) maintain its bank accounts separate from those of any other Person, (4) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, (5) pay its own liabilities and expenses only out of its own funds, (6) allocate fairly and reasonably any overhead expenses that are shared with the Issuer, (7) hold itself out as an entity separate from the Issuer, (8) maintain adequate capital in light of its contemplated business operations and (9) observe all other appropriate organizational formalities.

(n)           Communications.  The Seller will reply to all inquiries by third parties with respect to the ownership of the related Sold Assets by indicating that it has contributed, assigned and transferred all of such Sold Assets to the Company.

(o)           Obligations with Respect to Leases.  The Seller will duly fulfill all obligations on its part to be fulfilled under or in connection with each related Lease, will not attempt to change or modify the terms of such Leases except as expressly permitted by the terms of the Related Documents, and will do nothing to impair the rights of the Indenture Trustee or the Company or the Indenture Trustee in the related Sold Assets or the beneficial ownership thereof.

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(p)           Separate Corporate Existence of the Company.  The Seller hereby acknowledges that the Company is entering into the transactions contemplated by the Related Documents in reliance upon the Company’s identity as a legal entity separate from the Seller.  Therefore, the Seller will take all reasonable steps to continue its identity as a separate legal entity and to make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the Company and that the Company is not a division of the Seller or any other Person.

(q)           Marking of Records.  The Seller shall mark the master accounting and data processing records to evidence the transfer of the related Transferred Containers in the manner described in Section 2.03(b) hereof and such records shall be maintained at the Seller’s place of business.

(r)            Accounting for Transfers. CAL shall prepare its financial statements in accordance with GAAP, and any financial statements of CAL which are consolidated to include the Company will contain footnotes indicating that the Sold Assets to the Company are not available to satisfy the debts of the Seller.  CAL shall not prepare any such financial statements that account for the transactions contemplated in this Agreement in any manner other than as a transfer of the Sold Assets by the Seller to the Company, or in any other respect account for or treat the transactions contemplated in this Agreement (including but not limited to accounting) in any manner other than as a contribution of the Sold Assets by the Seller to the Company.

(s)           Provision of Information.  From time to time, and upon reasonable request, the Seller shall provide the Company, the Manager Transfer Facilitator, the Administrative Agent and the Indenture Trustee with all information required to evaluate the Container Representations and Warranties.

(t)            Inspection Right; Audit Inspections.  Upon reasonable notice to the Seller specifying the particulars of each request and subject to appropriate and reasonable confidentiality covenants, the Seller will permit the representatives of the Company, the Manager, the Administrative Agent and their duly authorized representatives, attorneys and accountants to audit and examine all of the books, records, reports and other papers of the Seller (other than the Seller’s tax returns and tax calculations, in each case relating to taxes for which the Company is not liable) with respect to any and all related Sold Assets, to make copies and extracts therefrom, and to discuss its affairs, finances and accounts with its officers, employees and Independent Accountants for the purpose of reviewing or evaluating the Seller’s performance of its duties and obligations hereunder.  All reasonable out-of-pocket expenses incidental to the exercise of the inspection right pursuant to this paragraph by any such Person, or by any of such Persons’ duly authorized representatives, attorneys and accountants, shall be borne by the Seller without right of reimbursement from any Person for such expenses.

(u)           Notes and Indebtedness.  The Seller shall treat the Notes as indebtedness on any tax return of the Seller and its Subsidiaries.

(v)           ERISA.  The Seller agrees to indemnify, defend and hold the Issuer harmless from and against any and all loss, liability, damage, judgment, claim, deficiency, or expense (including interest, penalties, reasonable attorneys’ fees and amounts paid in settlement) to which the Issuer may become subject insofar as such loss, liability, damage, judgment, claim, deficiency or expense arises out of any Plan maintained and/or contributed to by the Seller or any of its ERISA Affiliates.

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(w)           Shareholder Votes.    The Seller will at all times own all of the issued and outstanding Capital Stock of the Company. The Seller will not vote in favor of any Specified Matter (as defined in the Bye-laws of the Company) unless all of the directors of the Company (including the independent director) have voted in favor of such Specified Matter.

Section 4.02.  Transfer of Sold Assets.  The Seller understands that the Company intends to pledge the related Sold Assets and its rights under this Agreement to the Indenture Trustee under the Indenture, and hereby consents to the assignment of all or any portion of this Agreement to the Indenture Trustee.  The Seller agrees that upon such assignment and upon the occurrence of an Event of Default under the Indenture, the Indenture Trustee may exercise the rights of the Company hereunder and shall be entitled to all of the benefits of the Company hereunder.

ARTICLE V

CONDITIONS PRECEDENT

Section 5.01.  Conditions to the Company’s Obligations.  The obligations of the Company to acquire Sold Assets on any Transfer Date shall be subject to the satisfaction of the following additional conditions:

(a)           All representations and warranties of the Seller contained in this Agreement shall be true and correct on the Transfer Date (including, without limitation, the Container Representations and Warranties) with the same effect as though such representations and warranties had been made on such date;

(b)           All information concerning such Sold Assets provided to the Company shall be true and correct in all material respects;

(c)           The Seller shall have performed all other obligations required to be performed by the provisions of this Agreement and the other Related Documents;

(d)           All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Company, and the Company shall have received from the Seller copies of all documents (including without limitation records of corporate proceedings) relevant to the transactions herein contemplated as the Company may reasonably have requested;

(e)           No Event of Default, Early Amortization Event or Manager Default (or event or condition which, with the giving of notice or the passage of time or both, would constitute an Event of Default, Early Amortization or Manager Default) shall have occurred and then be continuing, or would result from the acquisition of, such Sold Assets; and

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(f)            The Company has adequate means of financing available in order to complete the acquisition of such Sold Assets.

Notwithstanding the foregoing conditions precedent, upon the making of a transfer of Sold Assets hereunder, all of the Company’s rights under this Agreement (and by operation of law with respect to such Sold Assets) shall vest in the Company, whether or not the conditions precedent to such transfer were in fact satisfied.

Section 5.02.  Conditions to the Seller’s Obligations.  The obligations of the Seller to convey and contribute the Sold Assets on any Transfer Date shall be subject to the satisfaction of the following additional conditions:

(a)           All representations and warranties of the Company contained in this Agreement shall be true and correct with the same effect as though such representations and warranties had been made on such date; and

(b)           All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Seller, and the Seller shall have received from the Company copies of all documents (including without limitation records of corporate proceedings) relevant to the transactions herein contemplated as the Seller may reasonably have requested.

ARTICLE VI

TERMINATION

Section 6.01.  Termination.  The respective obligations and responsibilities of the Seller and the Company created by this Agreement shall not terminate until such time as each Transferred Container owned by the Company has been sold or is the subject of a Casualty Loss.

Section 6.02.  Effect of Termination.  No termination or rejection or failure to assume the executory obligations of this Agreement in the bankruptcy of the Seller or the Company shall be deemed to impair or affect the obligations pertaining to any executed conveyance or executed obligations, including without limitation breaches of representations and warranties by the Seller or the Company occurring prior to the date of such termination.  Without limiting the foregoing, prior to termination, neither the failure of the Seller to execute and to deliver a Container Sale Certificate pursuant to Section 2.02, nor the failure of the Seller to pay in cash or kind the compensation therefor shall render such transfer or obligation executory, nor shall the continued duties of the parties pursuant to Article 4 or Section 7.01 of this Agreement render an executed conveyance executory.

ARTICLE VII

INDEMNIFICATION PAYMENTS

Section 7.01.  Indemnification.  The Seller agrees, to indemnify and hold harmless on an After-Tax Basis the Company, the Indenture Trustee, each Noteholder, each Interest Rate Hedge Provider and their respective officers, directors, employees and agents (each, an “Indemnified Party”) against any and all liabilities, losses, damages, penalties, costs and expenses (including legal fees and expenses) which may be incurred or suffered by such Indemnified Party or which may be claimed against such Indemnified Party (except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party) including, without limitation, as a result of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and directly or indirectly arising out of, or relating to (or alleged to be directly or indirectly arising out of or relating to) (a) an action or inaction by the Seller that is contrary to the terms of this Agreement or any other Related Document to which it is a party, (b) a breach by the Seller of any of its covenants set forth in this Agreement or any other Related Document to which it is a party, (c) any information certified in any schedule delivered by the Seller being untrue in any material respect as of the date of such certification or (d) any representation or warranty of the Seller having been false or misleading in any material respect when made or deemed made herein or in any Related Document or in any document or instrument delivered pursuant to any of the foregoing; provided, that the foregoing indemnity shall be limited to the matters set forth in paragraphs (a), (b), (c) and (d) above and shall in no way be construed to constitute credit recourse to the Seller for losses arising from the financial inability of any Lessee to make its rental payments owed under the related Leases and/or the failure of the Company to realize an amount equal to the sum of (i) the Net Book Value (or, if applicable, the Finance Lease Balance) of a Transferred Container and (ii) the Fair Market Value of the Transferred Assets attributable to such Transferred Containers.  The obligations of the Seller under this Section 7.01 shall survive the termination of this Agreement.

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ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01.  Amendment.  The terms of this Agreement may be amended, modified or waived only by a written instrument signed by the Seller and the Company and only if (a) such amendment or modification is approved by the Persons specified in Section 1002(b) of the Indenture, if such amendment or modification would cause any of the events set forth in Section 1002(b)(i) through (vii) of the Indenture to occur; (b) such amendment or modification is approved by the Requisite Global Majority if any such amendment or modification would adversely affect the rights or remedies available to the Noteholders; and (c) the Rating Agency Condition is satisfied in all other instances not addressed in clauses (a) and (b).  The Company shall forward or caused to be forwarded copies of any amendment to the Contribution and Sale Agreement to the Rating Agencies and the Administrative Agent.

Section 8.02.  GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 8.03.  CONSENT TO JURISDICTION.  ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE SELLER OR THE COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE STATE OF NEW YORK AND THE SELLER AND THE COMPANY HEREBY WAIVE ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF ENFORCING THIS AGREEMENT, THE SELLER AND THE COMPANY EACH HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.  THE SELLER AND THE COMPANY HEREBY IRREVOCABLY APPOINT AND DESIGNATE CSC CORPORATION SERVICE COMPANY, HAVING AN ADDRESS AT 1180 AVENUE OF THE AMERICAS, SUITE 210, NEW YORK, NEW YORK 10036-8401, ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF ACCEPTING SERVICE OF LEGAL PROCESS AND THE SELLER AND THE COMPANY EACH AGREE THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON.  THE SELLER AND THE COMPANY SHALL EACH MAINTAIN THE DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL ALL AMOUNTS PAYABLE UNDER THIS AGREEMENT AND THE INDENTURE SHALL HAVE BEEN PAID IN FULL.  IF SUCH AGENT SHALL CEASE TO SO ACT, THE SELLER OR THE COMPANY, AS THE CASE MAY BE, 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.

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Section 8.04.  Judgment Currency.  Dollars shall be the currency of account in the case of all obligations under the Related Documents.  The payment obligations of the Company, the Seller, the Manager and the Indenture Trustee under the Related Documents shall not be discharged by an amount paid in a currency, or in a place other than that specified with respect to such obligations, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on prompt conversion to Dollars and transfer to the specified place of payment under normal banking procedures does not yield the amount of Dollars, in such place, due under the governing Related Documents.  In the event that any payment, whether pursuant to a judgment or otherwise, upon conversion and transfer does not result in payment of such amount of Dollars in the specified place of payment, the obligee of such payment shall have a separate cause of action against the party making the same for the additional amount necessary to yield the amount due and owing under such Related Documents.  If, for the purpose of obtaining a judgment in any court with respect to any obligation of a party under any of the Related Documents or any of the agreements contemplated thereby, it shall be necessary to convert to any other currency any amount in Dollars due thereunder and a change shall occur between the rate of exchange applied in making such conversion and the rate of exchange prevailing on the date of payment of such judgment, the respective judgment debtor agrees to pay such additional amounts (if any) as may be necessary to insure that the amount paid on the date of payment is the amount in such other currency which, when converted into Dollars and transferred to New York, New York, in accordance with normal banking procedures will result in the amount then due under the respective Related Document in Dollars.  Any amount due from the respective judgment debtor shall be due as a separate debt and shall not be affected by or merged into any judgment being obtained for any other sum due under or in respect of any Related Document.  In no event, however, shall the respective judgment debtor be required to pay a larger amount in such other currency, at the rate of exchange in effect on the date of payment than the amount of Dollars stated to be due under the respective Related Document, so that in any event the obligations of the respective judgment debtor under the Related Document will be effectively maintained as Dollar obligations.

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Section 8.05.  Notices.  All demands, notices, and communications under this Agreement shall be in writing personally delivered, or sent by facsimile (with subsequent telephone confirmation of receipt thereof) or sent by overnight courier service, at the following address:  (a) CAL at its address at Suite 102, Bush Hill, Bay Street, St. Michael, Barbados, West Indies, Telephone: (246) 430-5310, Telefax:  (246) 430-5312, Attention:  CEO and CFO, with a copy to CAI International, Inc. 1 Market Plaza, Suite 900, San Francisco, CA 94105, Telephone: (415) 788-0100, Telefax: (415) 788-3430, Attention:  CEO and CFO, and the Company, at its address at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, Telephone: (441) 295-5950, Telefax: (441) 292-4720, Attention:  Secretary, with a copy to CAI International, Inc. 1 Market Plaza, Suite 900, San Francisco, CA 94105, Telephone: (415) 788-0100, Telefax: (415) 788-3430, Attention:  CEO and CFO and (b) the Indenture Trustee, the Noteholders, the Rating Agencies and the Administrative Agent at their respective addresses set forth in the Supplement or other Related Documents.  Notice shall be effective and deemed received (a) two days after being delivered to the courier service, if sent by courier, (b) upon receipt of confirmation of transmission, if sent by telecopy, or (c) when delivered, if delivered by hand.  Either party may alter the address to which communications are to be sent by giving notice of such change of address in conformity with the provisions of this Section 8.05 for giving notice and by otherwise complying with any applicable terms of this Agreement.

Section 8.06.  Severability of Provisions.  If any one or more of the covenants, agreements, provisions, or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

Section 8.07.  Assignment.  Notwithstanding anything to the contrary contained in this Agreement, this Agreement may not be assigned (by operation of law or otherwise) by the Seller without (x) prior notice to the Rating Agencies and (y) the prior written consent of the Company or its assignee and the Indenture Trustee (acting at the direction of the Requisite Global Majority).  Except as provided in Section 4.02, this Agreement may not be assigned by the Company without prior notice to the Rating Agencies and the prior written consent of the Indenture Trustee (acting at the direction of the Requisite Global Majority).  Whether or not expressly stated, all representations, warranties, covenants and agreements of the Seller and the Company in this Agreement, or in any document delivered by any of them in connection with this Agreement, shall be for the benefit of the Indenture Trustee, the Noteholders and each Interest Rate Hedge Counterparty.

Section 8.08.  Further Assurances.  The Seller and the Company agree, at the sole cost and expense of the Seller, to do such further acts and things and to execute and deliver such additional assignments, agreements, powers and instruments as are reasonably requested by the Indenture Trustee, any Noteholder or the Administrative Agent required to carry into effect the purposes of this Agreement or any Related Document or to better assure and confirm unto the Indenture Trustee or the Noteholders their rights, powers and remedies hereunder.

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Section 8.09.  No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of the Company or the Seller, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise hereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privilege provided by law.

Section 8.10.  Counterparts.  This Agreement 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 Agreement by facsimile or by electronic means shall be equally effective as the delivery of an originally executed counterpart.

Section 8.11.  Binding Effect.  This Agreement will inure to the benefit of and be binding upon the parties hereto and, upon the transfer contemplated by Section 4.02 hereof, the Indenture Trustee, the Noteholders and their respective successors and permitted assigns.

Section 8.12.  Merger and Integration.  Except as specifically stated otherwise herein, this Agreement and the other Related Documents sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement.  This Agreement may not be modified, amended, waived or supplemented except as provided herein.

Section 8.13.  Headings.  The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 8.14.  Schedules and Exhibits.  The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes.

Section 8.15.  General Interpretive Principles.  For purposes of this Agreement except as otherwise expressly provided or unless the context otherwise requires:

(a)            the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

(b)           accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the Closing Date;

(c)            references herein to “Articles”, “Sections”, “Subsections”, “paragraphs”, and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, paragraphs and other subdivisions of this Agreement;

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(d)           a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to paragraphs and other subdivisions;

(e)           the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and

(f)            the term “include” or “including” shall mean without limitation by reason of enumeration.

Section 8.16.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTIES HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.

Section 8.17.  Waiver of Immunity.  To the extent that any party hereto or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise from any legal actions, suits or proceedings, from set-off or counterclaim, from the jurisdiction or judgment of any competent court, from service of process, from execution of a judgment, from attachment prior to judgment, from attachment in aid of execution, or from execution prior to judgment, or other legal process in any jurisdiction, such party, for itself and its successors and assigns and its property, does hereby irrevocably and unconditionally waive, and agrees not to plead or claim, any such immunity with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, the other Related Documents or the subject matter hereof or thereof, subject, in each case, to the provisions of the Related Documents and mandatory requirements of applicable law.

Section 8.18.  Third Party Beneficiary.  The Issuer and the Seller hereby acknowledges and agrees that each of the Indenture Trustee, the Administrative Agent, each Interest Rate Hedge Provider and each Indemnified Party is an express third party beneficiary of this Agreement.

Section 8.19.  Consent of the Control Party.  So long as no Rating Agency maintains an effective rating with respect to the Series 2011-1 Notes, the Company shall not take, and will cause others acting on behalf of the Company to not take, any action that requires satisfaction of the Rating Agency Condition or the consent of the Rating Agencies (or any analogous concept) as a condition precedent unless such action shall have also been approved by the Control Party for Series 2011-1.

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

CONTAINER APPLICATIONS LIMITED

By:

Name:

Title:

Contribution and Sale Agreement

CAL FUNDING I LIMITED

By:

Name:

Title:

Contribution and Sale Agreement

EXHIBIT A

LIST OF TRANSFERRED CONTAINERS TRANSFERRED BY CAL

ON THE INITIAL FUNDING DATE

EXHIBIT B

CONTAINER SALE CERTIFICATE

CONTAINER APPLICATIONS LIMITED (the “Seller”) and CAL FUNDING I LIMITED (the “Company”), pursuant to the Contribution and Sale Agreement, dated as of September 9, 2011 (as amended, modified or supplemented from time to time in accordance with the terms hereof, the “Agreement”), hereby confirm their understandings with respect to [(i) the transfer by the Seller to the Company of the Containers listed on Schedule 1 attached hereto (the “Transferred Containers”) and Transferred Assets] [and (ii) the transfer by the Company to the Seller of the Containers listed on Schedule 2 attached hereto (the “Released Containers”) and Transferred Assets as of [insert date]] (the “Transfer Date”).  Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.

Conveyance of Containers.  The Seller hereby transfers and conveys to the Company all of the Seller’s right, title and interest in, to, and under the Transferred Containers and Transferred Assets.  Such transfer and conveyance is made without recourse to the Seller except to the extent provided in the Agreement.  [The Company hereby transfers and conveys to the Seller all of the Company’s rights, title and interest in, to, and under the Released Containers and Transferred Assets.  Such transfer and conveyance is made without recourse to the Company except to the extent provided in the Agreement.]

The Seller hereby certifies that:

(1)           As of the Transfer Date, the Seller was not insolvent under the Insolvency Law and will not be rendered insolvent by the transactions contemplated hereby; the Seller is paying its debts as they become due and, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business.

(2)           Each Transferred Container is an Eligible Container on the Transfer Date.

(3)           The sum of the Net Book Value and Finance Lease Balance of all Transferred Containers as of __________ is $_____.  The Net Book Value or Finance Lease Value, as the case may be, of each Transferred Container as of the Transfer Date is as set forth in Schedule 2.

THE SOLD ASSETS ARE CONVEYED ON AN “AS IS-WHERE IS” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXCEPT AS SET FORTH IN ARTICLE III OF THE AGREEMENT.

All terms and conditions of the Agreement with respect to the Company, the Seller and the Sold Assets are hereby ratified, confirmed and incorporated herein.

CONTAINER APPLICATIONS LIMITED

By:

Name:

Title:

CAL FUNDING I LIMITED

By:

Name:

Title:

SCHEDULE 3.01

OTHER LEGAL NAMES AND DOING BUSINESS NOTICE

Container Applications Limited’s legal name is and has been the same since the date of its formation.

EX-99.6

Exhibit 99.6

Execution Version

CONTAINER MANAGEMENT SERVICES AGREEMENT

PREAMBLE

This Container Management Services Agreement (hereinafter referred to as the “Agreement”) is made as of this 9th day of September, 2011 (the “Effective Date”) by and between CAL Funding I Limited (hereinafter referred to as “Issuer”), an exempted company with limited liability incorporated and existing under the law of Bermuda with principal offices located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, Container Applications Limited, an international business company organized under the laws of Barbados, whose principal place of business is at Suite 102, Bush Hill, Bay Street, St. Michael, Barbados, West Indies (hereinafter referred to as “Manager”), and CAI International, Inc, a company incorporated under the laws of Delaware, USA, whose principal office is located at Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, CA 94105, USA, (“Sub-Manager”). Issuer, Manager and Sub-Manager shall hereinafter be referred to individually as a “Party” and jointly as the “Parties”.

RECITALS

A.            It is the intention of the Parties that Issuer engages Manager and Sub-Manager to manage one or more groups of intermodal containers owned by Issuer and to lease them to Lessees pursuant to the Leases (both as hereinafter defined).

B.            The Issuer desires to issue from time to time asset-backed warehouse revolving notes and term notes pursuant to that certain Indenture, dated as of September 9, 2011 (as amended or supplemented from time to time as permitted hereby, the “Indenture”), between the Issuer, and Wells Fargo Bank, National Association a National Banking Association, as Indenture Trustee (the “Indenture Trustee”).

C.            The Parties have entered into this Agreement subject to the terms of the Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.

D.            Nothing in this Agreement shall in any way limit the obligations of Manager to Issuer, and (without limiting the foregoing) Sub-Manager shall be obligated for the performance of all obligations under this Agreement, it being understood that Sub-Manager shall be fully responsible for any acts and omissions of Manager hereunder.

E.             Various covenants under this Agreement are based on obligations of the Issuer under Indenture Supplements that Issuer may enter into from time to time pursuant to the Indenture. Manager and Sub-Manager acknowledge that as a result of Manager's ownership of the equity of Issuer, Manager will be responsible for from time to time advising itself of the nature of the Issuer's covenants and obligations under such Indenture Supplements.

NOW, THEREFORE, in consideration of the premises and mutual representations, warranties, covenants and agreements contained herein, the Parties hereby agree as follows:

1.             Definitions.

In this Agreement:

“Affiliate” means, when used with reference to a specified Person (i) any Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person; (ii) any Person that is an executive officer or director of, partner in, or serves in a similar capacity to, the specified Person or of which the specified Person is an executive officer, director, or partner or with respect to which the specified Person serves in a similar capacity; or (iii) any Person owning or controlling ten percent (10%) or more of the outstanding voting securities of such other entity. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means an independent Person who, on behalf of and authorized by Manager, on a non-exclusive basis, manages existing Leases, negotiates new and renewal Leases, and conducts certain related activities including, but not limited to, supervising the operation of Manager’s depots within an assigned territory, arranging repairs and storage of containers in Manager’s Fleet, and other activities Manager may deem necessary to maintain Manager’s day-to-day business in such territory.

“Agreement” has the meaning set forth in the Preamble of this Agreement.

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"Asset Base Report" means a report substantially in the form of Exhibit B hereto.

"Back-Up Data File" shall mean the files to be provided by Manager pursuant to Section 3(f) of the Manager Transfer Facilitator Agreement.

“Back-Up Manager Event” means a 'Back-Up Manager Event', as defined in any Indenture Supplement.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the federal funds rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its "prime rate". The "prime rate" is a rate set by Bank of America, N.A. based upon various factors including Bank of America, N.A.'s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America, N.A. shall take effect at the opening of business on the day specified in the public announcement of such change. If for any reason there is not Base Rate quoted by Bank of America, N.A., "Base Rate" shall be the prevailing "base" or "prime" lending rate as reported from time to time by the Wall Street Journal.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in San Francisco, California, New York and Bermuda are authorized or are obligated by law, executive order or governmental decree to be closed.

“Capitalized Leases” means Leases under which Sub-Manager or any of its Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

“Capital Improvements” means (a) any major structural changes required to be made to the Containers in the Issuer’s Fleet so as to conform with: (i) any applicable governmental and /or regulatory standards; (ii) then current IICL standards; and (b) any testing and/or re-rating of the Containers required to conform the Containers to changes in prevailing regulatory or generally accepted commercial standards in the container leasing and/or intermodal shipping industries. Capital Improvements do not include repairs or maintenance, which are required as a result of normal wear and tear or damage caused in the operation of the Containers.

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“Casualty Loss” means, with respect to any Container, any of the following events: (a) the actual total loss or constructive total loss of such Container, (b) the loss, theft or destruction of such Container (including any failure to recover a Container that is or was subject to a Lease or Finance Lease that is in default, where the failure to recover the Container continues after the Manager has exhausted available legal process, (c) such Container is damaged beyond repair or permanently rendered unfit for normal use for any reason whatsoever, (d) the seizure, condemnation, confiscation, forced sale or other taking of title to or use of such Container, (e) if such Container is subject to a Lease, such Container shall have been deemed under its Lease to have suffered a casualty loss as to the entire Container or (f) the value of such Container in the accounting records of the Issuer has been written off by the Issuer (or the Manager, on behalf of the Issuer) as required by GAAP. In determining the date on which a Casualty Loss occurred, the application of the time frames set forth in clauses (a) through (f) above shall in no event result in the deemed occurrence of a Casualty Loss prior to the date on which an officer of the Issuer or the Manager obtains actual knowledge of such Casualty Loss.

“Casualty Proceeds” means, for any accounting period, all proceeds due to Manager or Sub-Manager, as agent of Issuer from a Lessee and/or any other source, including without limitation the proceeds of any insurance, as a result of a Casualty Loss with respect to a Container in the Issuer’s Fleet.

“Change of Control” means with respect to Sub-Manager, an event or series of events by which any of the following events occur and which is not approved by a Requisite Global Majority:

(a)            any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have "beneficial ownership" of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an "option right")), directly or indirectly, of 30% or more of the equity securities of Sub-Manager entitled to vote for members of the board of directors or equivalent governing body of Sub-Manager on a fully-diluted basis (and taking into account all such securities that such "person" or "group" has the right to acquire pursuant to any option right);

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(b)            during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of Sub-Manager cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(c)            any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of Sub-Manager, or control over the equity securities of Sub-Manager entitled to vote for members of the board of directors or equivalent governing body of Sub-Manager on a fully-diluted basis (and taking into account all such securities that such Person or Persons have the right to acquire pursuant to any option right) representing 30% or more of the combined voting power of such securities.

“Claims and Losses” has the meaning set forth in Section 6.1 of this Agreement.

“Confidential Information” has the meaning set forth in Section 13 of this Agreement.

“Consolidated Funded Debt” means at any time of determination, with respect to Sub-Manager, the sum, without duplication, of (a) the aggregate amount of Indebtedness of Sub-Manager and its Subsidiaries, on a consolidated basis, relating to (i) the borrowing of money or the obtaining of credit, including the issuance of notes or bonds, (ii) the deferred purchase price of assets (other than trade payables (including trade payables to manufacturers) incurred in the ordinary course of business), (iii) Capitalized Leases, (iv) Rental Obligations, and (v) the maximum drawing amount of all letters of credit outstanding plus (b) Indebtedness of the type referred to in clause (a) of another Person guaranteed by Sub-Manager or any of its Subsidiaries.

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“Consolidated Leverage Ratio” means the ratio of Sub-Manager’s Consolidated Funded Debt to Consolidated Tangible Net Worth.

“Consolidated Tangible Net Worth” means as of any date of determination, for Sub-Manager and its Subsidiaries on a consolidated basis, Shareholders’ Equity of Sub-Manager and its Subsidiaries on such date minus the Intangible Assets of Sub-Manager and its Subsidiaries on such date; provided that the calculation of Consolidated Tangible Net Worth shall exclude any unrealized adjustments, whether positive or negative, resulting from Interest Rate Protection Agreements or Swap Contracts in respect of currency hedging entered into in the ordinary course of business..

“Container” means any and all 20-foot and/or 40-foot dry van standard containers, and/or 40-foot high cube dry containers and any other container types that are owned by the Issuer from time to time and that are placed under Manager’s and Sub-Manager’s management pursuant to the terms of this Agreement. Containers shall also include Substitute Containers. Such Container or Containers may hereinafter be referred to interchangeably as the "Issuer’s Fleet”.

“Container Disposal” means the normal sale of any Container in its primary market as an intermodal cargo container offered for lease to end-users thereof as generally accepted within the container leasing industry.

“Container Sale” means a completed transaction by which any Container is sold, whether to a third party or to Manager or to Sub-Manager.

“Container Type” means the type of a Container, as set forth in the definition of Container herein.

“Contribution Agreement” means the Contribution and Sale Agreement among Manager and Issuer, dated as of the date of this Agreement.

“Deficit” has the meaning set forth in Section 7.3 of this Agreement.

“Disclosing Party” has the meaning set forth in Section 13.1 of this Agreement.

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“Effective Date” has the meaning set forth in the Preamble of this Agreement.

“Event of Default” means the occurrence or existence of any Event of Default under Section 10 of this Agreement that would permit the Issuer to terminate this Agreement with respect to Terminated Containers in accordance with Section 10.2 hereof.

“Finance Lease” means for the purpose of this Agreement as of the date the Lease is entered into, any Lease of one or more Containers that gives the Lessee or any other party the right to purchase the Containers during or at the end of the Lease term as a bargain purchase option.

“G&A Expenses” means all general and administrative expenses (excluding Independent Agent Commissions) now or hereafter incurred or paid by Manager, Sub-Manager and/or its Affiliates, directly or indirectly, in connection with the containers in the Manager Fleet (including the Containers in the Issuer’s Fleet), including but not limited to, salaries, rents, legal (except legal fees included in the definition of Operating Expenses below), accounting (including accounting fees associated with the quarterly review and annual audit of Manager’s financial condition and preparation of related financial statements), utilities, travel and entertainment, capital expenditures, amounts paid, reimbursed, or advanced to Sub-Manager, amounts paid, reimbursed, or advanced to Manager and other similar items constituting Manager’s or Sub-Manager’s overhead but excluding the audit which may be requested by Issuer referenced in Section 8.2 of this Agreement. G&A Expenses shall be for Manager’s or Sub-Manager’s own account.

“Gross Revenue” means all income (without reduction for expenses or costs), calculated on a cash basis in accordance with U.S. GAAP, earned in connection with the economic ownership, use and/or operation of Containers in the Issuer’s Fleet, or where indicated, the containers in the Manager Fleet, calculated on a container specific basis, including, but not limited to, (i) rental, (ii) handling, (iii) the net amount (which can be a positive or negative number) of charges and credits to Lessees related to delivery and return of containers in geographic locations, including but not limited to container pick-up charges and container drop-off charges, (iv) damage protection plan income, (v) interchange fees, (vi) repair rebills, and (vii) other rental-related charges arising from leasing of such containers, but excluding Miscellaneous Owner Proceeds, Casualty Proceeds, Indemnification Proceeds and Sales Proceeds.

“Indebtedness” shall have the meaning given to such term in the Indenture.

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“Indemnification Proceeds” means, for any accounting period, all proceeds due to Manager or Sub-Manager, on its own behalf or as agent of Issuer, from Lessees pursuant to the Leases, insurance or other sources, for indemnification of liability and loss with respect to the Issuer’s Fleet, excluding Casualty Proceeds, Sales Proceeds and Miscellaneous Owner Proceeds.

“Independent Agent” means an Agent that is not an Affiliate of Manager or Sub-Manager.

“Independent Agent Commissions” means commissions for any accounting period paid to Independent Agents by Manager for assisting Manager in the leasing and operation of the containers in Manager’s Fleet (including the Containers) in the normal course of business.

“Intangible Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

“Intercreditor Agreement” means the Intercreditor Collateral Agreement (as amended, modified or supplemented from time to time), dated as of December 20, 2010, by and among the Manager, Sub-Manager, certain “Lenders”, “Owners”, the “Revolver Agent”, the “Collateral Agent” (as each such term is defined therein) and certain other Persons that from time to time become party thereto.

“Interest Rate Protection Agreement” means any agreement providing for an interest rate swap, cap, collar, or other hedging mechanism with respect to interest payable on Indebtedness.

“Issuer” has the meaning set forth in the Preamble of this Agreement or its assigns.

“Issuer Container” means a Container in Issuer's Fleet.

“Issuer’s Bank Account” means the trust account established pursuant to the terms of the Indenture

“Issuer’s Fleet” means all Containers owned by Issuer from time to time, including Substitute Containers, minus any such Containers which: (a) have been subject to a Casualty Loss, Container Disposal or Container Sale, or (b) have been sold by Manager or Sub-Manager under the terms of this Agreement, or (c) have otherwise become Terminated Containers.

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“Issuer Indemnified Parties” has the meaning set forth in Section 6.2 of this Agreement.

“Issuer Proceeds” means Gross Revenue from the Issuer’s Fleet.

“Lease” means a lease for one or more Containers between Manager (on behalf of Issuer) or Sub-Manager (on behalf of Issuer) as Lessor, and the user of such Container(s), as Lessee, which is administered by Manager or Sub-Manager (as the case may be) as agent of Issuer. A Lease may cover one or more containers from Manager’s Fleet in addition to Issuer’s Container(s).

“Lessee” means the party contractually entitled to use and possession of one or more Containers under a Lease.

“Lessor” means Manager or Sub-Manager, each in its capacity as lessor of the Containers to Lessees pursuant to the rights provided by Issuer under this Agreement.

“Local Delivery Charges” are charges levied by Container manufacturers for moving a newly-manufactured Container from the manufacturer’s factory to a delivery depot, which is generally a facility near the factory at which owners or lessees of Containers manufactured in the factory can pick up such Containers.

“Management Fee” has the meaning set forth in Section 5.1 of this Agreement.

“Manager” has the meaning set forth in the Preamble of this Agreement.

“Manager Advance” means an advance of funds by Manager to Issuer made pursuant to Section 5.4 hereof.

“Manager Default” has the meaning given to such term in with Section 10.2 hereof.

“Manager Indemnified Parties” has the meaning set forth in Section 6.1 of this Agreement.

“Manager Report” means a report substantially in the form of Exhibit C hereto.

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"Manager Transfer Facilitator" shall have the meaning given to such term in the Indenture.

"Manager Transfer Facilitator Agreement" shall have the meaning given to such term in the Indenture.

“Manager’s Account” means the bank account maintained by Manager, as trustee of Issuer, into which all receipts, including Issuer’s receipts in the form of cash or cash equivalents, of Gross Revenue, Miscellaneous Owner Proceeds, Casualty Proceeds and Sales Proceeds are deposited by Manager or Sub-Manager. The Manager’s Account need not be segregated from the general account maintained by Manager for the conduct of its normal business operations so long as Manager separately accounts for sums due to Issuer under this Agreement and agrees that such sums are held by Manager in trust for Issuer as provided under this Agreement.

“Manager’s Fleet” shall mean all containers owned, leased and/or managed by Manager, Sub-Manager, and their Affiliates and other direct or indirect subsidiaries including Issuer’s Containers.

“Miscellaneous Owner Proceeds” means amounts due to Manager or Sub-Manager: (i) as agent of Issuer from the manufacturers or sellers of Containers in the Issuer’s Fleet for breach of sale warranties relating thereto, (ii) as agent of Issuer from Lessees for repair rebill proceeds on Containers which are designated for sale, and (iii) in payment or settlement of any claims, losses, disputes or proceedings relating to such Containers; provided, however, Miscellaneous Owner Proceeds shall not include Sales Proceeds, Casualty Proceeds and Indemnification Proceeds.

“NOI” means, for any accounting period, Issuer Proceeds for such period minus Operating Expenses for Issuer’s Fleet for such period.

 “Note Purchase Agreement” shall mean the "Note Purchase Agreement" (as such term is defined in the Indenture) pertaining to Issuer's Floating Rate Asset-Backed Notes, Series 2011-1.

“ONOI” means for any Collection Period, an amount equal to NOI less Total Manager Fee.

“Operating Expenses” means all expenses and costs (excluding the Total Manager Fee, G&A Expenses and costs included in the definition of Sales Proceeds), and excluding all payments of fees to Affiliates of the Manager or Sub-Manager, except with the written consent of Issuer and the Indenture Trustee (acting at the direction of the Requisite Global Majority), which shall not be unreasonably withheld if such payments are for reasonable and necessary services at an expense that does not exceed the cost of obtaining similar services in an arm’s length transaction. Operating Expenses shall be calculated on an accrual basis with respect to the operation and management of the Containers in the Issuer’s Fleet, or, where indicated, the Manager Fleet on a Container specific basis. Operating Expenses include, but are not limited to, the following:

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(a)            all direct expenses and costs related to the operation and management of the Containers in the Issuer’s Fleet including but not limited to: (i) the expenses of maintaining, repairing (including the cost of repairs made pursuant to a damage protection plan, but excluding repairs which are the responsibility of Lessees), refurbishing, storing, repositioning, surveying, recovering, and handling such Containers, including the cost of spare parts; (ii) Independent Agent Commissions; (iii) depot fees (including the cost of storage and handling of such Containers); (iv) the expenses of inspecting; (v) bad debt expense on a specific Lessee identification basis; (vi) pro-rated bankruptcy recovery expense; (vii) pro-rated legal fees and other costs incurred or paid by reason of uninsured claims for personal injury or property damage; (viii) pro-rated legal fees related to the collection of bad debts or legal fees incurred or paid in connection with a proceeding against the supplier or manufacturer of such Containers; (ix) charges, assessments or levies of whatever kind or nature imposed upon or against such Containers including ad valorem, gross receipts and/or other property taxes imposed against such Containers or against the revenues generated by such Containers; and (x) non-recoverable sales and value-added taxes on such expenses and costs. In this paragraph, “pro-rated” means a share of an expense determined in the proportion that the total TEU of Issuer’s Containers involved in any proceeding bears to the total TEU of all containers owned or managed by Manager and/or Sub-Manager involved in the proceeding.

(b)            certain indirect expenses that are reasonably attributable to the operation and management of the containers in the Manager’s Fleet and are therefore allocated among all such containers, including the Containers in the Issuer’s Fleet, on an equitable, non-discriminatory basis (proportionally based on the ratio of the total number of TEU’s in each fleet of containers managed by Manager or Sub-Manager, including the Containers in the Issuer’s Fleet, to the total number of TEU’s in the Manager’s Fleet). Such indirect expenses may include, but are not limited to: (i) the cost of insurance premiums for insurance pursuant to the provisions of Sections 3.1(h) and 10; (ii) bad debt reserves and write-offs in regard to doubtful accounts receivable due from specific Lessees in each case in accordance with the policies utilized by Manager for Leases of containers that are owned by Manager; and (iii) prorated legal fees incurred or paid in connection with enforcing rights under the Leases or repossessing Containers.

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“Payment Date” shall have the meaning given to such term in the Indenture.

“Performance Guaranty” means the performance guaranty, dated as of September 9, 2011, by CAI International, Inc. in favor of the Indenture Trustee.

“Person” means an individual, partnership, joint venture, limited liability company, corporation, trust, estate, or other entity.

“Receiving Party” has the meaning set forth in Section 13.1 of this Agreement.

“Rental Obligations” has the meaning given to such term in the Indenture.

“Replacement Manager” means any Person that replaces Manager as the manager of the Issuer's Fleet pursuant to the provisions of this Agreement or otherwise.

“Repositioning Program” means a program that Manager adopts from time to time to reposition containers from slow lease out locations to stronger lease out locations.

“Requisite Global Majority” has the meaning given to such term in the Indenture.

“Sales Commission” has the meaning set forth in Section 5.2 of this Agreement.

“Sales Proceeds” means the gross proceeds (including but not limited to cash sales price, but excluding repair rebill proceeds from Lessee) due to Manager or Sub-Manager, as agent of Issuer, from the sale or other disposition of Containers in the Issuer’s Fleet, including but not limited to a Container Disposal or Container Sale.

“Shareholder’s Equity” means, as of any date of determination, consolidated shareholders’ equity of Sub-Manager and its Subsidiaries as of that date determined in accordance with GAAP.

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“Shifting Control Notice” has the meaning given to such term in the Intercreditor Agreement.

“Sub-Manager” has the meaning set forth in the Preamble of this Agreement.

“Sub-Manager’s Account” means the bank account maintained by Sub-Manager, as trustee of Issuer, into which all receipts, including Issuer’s receipts in the form of cash or cash equivalents, of Gross Revenue, Miscellaneous Owner Proceeds, Casualty Proceeds and Sales Proceeds (in each case in respect of Containers leased out by Sub-Manager) are deposited by Sub-Manager. The Sub-Manager’s Account need not be segregated from the general account maintained by Sub-Manager for the conduct of its normal business operations so long as Sub-Manager separately accounts for sums due to Issuer under this Agreement, agrees that such sums are held by Sub-Manager in trust for Issuer as provided under this Agreement, and promptly (and in no event later than five (5) Business Days after receipt) deposits such sums into the Manager’s Account, it being understood that any such sums in respect of Containers leased out by Sub-Manager may be deposited by the respective Lessee or other third parties into Manager’s Account directly.

“Substitute Container(s)” shall mean replacement container(s) that may be substituted for Containers pursuant to the terms of the Indenture and the Contribution and Sale Agreement.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

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“Term” shall mean the period commencing on the Effective Date and ending on the date the last Container in the Issuer's Fleet becomes a Terminated Container.

“Term Lease” means any Lease, other than a Finance Lease.

“Terminated Container” means a Container in the Issuer’s Fleet which: (a) (i) on the date this Agreement is terminated pursuant to the provisions of Section 9.1 is (x) off-hire and in a depot or (y) subject to a Finance Lease where Issuer's Containers are the only containers subject to such Lease, or (ii) after such date is off-hired and returned to a depot; or (b) is subject to a Casualty Loss or is a Container Disposal; or (c) has been subject to a Container Sale.

“Termination Notice” means written notice by Issuer, Manager or Indenture Trustee (acting at the direction of the Requisite Global Majority) that it is exercising its right to terminate this Agreement pursuant to Section 9 or 10, as applicable.

“TEU” means twenty-foot-equivalent unit, a fixed unit of measurement which is the agreed ratio of the length of an alternative type of Container to the length of a twenty-foot standard dry van marine shipping Container. The TEU for each Container Type is attached hereto as Exhibit A.

“Total Manager Fee” has the meaning set forth in Section 5 of this Agreement.

“U.S. GAAP” means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other Person as may be approved by the significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

“US$ or US Dollars” means the lawful currency of the United States of America.

2.             Appointment.

2.1            Upon the terms and conditions hereinafter provided, the Issuer hereby engages (i) Manager to provide, as agent for and on behalf of Issuer, and Manager hereby agrees to provide, management services to Issuer in accordance with the terms of this Agreement in respect of the Issuer’s Fleet and (ii) Sub-Manager to provide, as agent for and on behalf of Issuer, and Sub-Manager hereby agrees to provide, management services to Issuer in accordance with the terms of this Agreement in respect of Containers leased out by Sub-Manager. Sub-Manager shall be directly obligated to Issuer for Sub-Manager’s acts or omissions in performing the services described in clause (ii) of the preceding sentence, but Manager shall nevertheless at all times remain responsible for the acts or omissions of Sub-Manager. Containers in the Issuer’s Fleet shall remain subject to the provisions of this Agreement and Manager or Sub-Manager (as the case may be) shall be entitled to retain possession and control of such Containers until such Containers become Terminated Containers. Neither Manager nor Sub-Manager shall incur any legal fees or expenses on behalf of Issuer other than Operating Expenses without the prior written consent of Issuer.

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2.2            Issuer confers on Manager and Sub-Manager all such authorities and grants all such consents as may be reasonably necessary for Manager’s and Sub-Manager’s performance of their respective duties under this Agreement, and will, at the request of Manager or Sub-Manager, confirm any such authorities and consents to any third parties, execute such other documents and do such other things as Manager or Sub-Manager may reasonably request for the purpose of giving full effect to this Agreement and enabling Manager and Sub-Manager to carry out their duties hereunder.

2.3            Each of Manager and Sub-Manager acknowledges that the Containers in Issuer’s Fleet and all proceeds thereof are the property of Issuer, and each of Manager and Sub-Manager agrees to treat such Containers and proceeds as Issuer’s property for tax, accounting and commercial law purposes. Neither the Manager nor the Sub-Manager shall refer to or otherwise deal with the Containers in Issuer’s Fleet except as set forth in this Section 2.3. Neither Manager nor Sub-Manager shall offer or use Issuer’s Containers as security or place or allow any Lessees to place or create a lien (other than a lien arising by operation of law in the ordinary course of business) on Issuer’s Containers. Furthermore, each of Manager and Sub-Manager acknowledges that the Issuer maintains at all times the rights to the underlying Leases with each Lessee, to the extent that such underlying Leases pertain to the Issuers Containers.

2.4            Each Lease of a Container in the Issuer’s Fleet shall contain disclosure that the lessor named therein may not hold title to each Container subject to the terms of such Lease.

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2.5            During the term of this Agreement, Manager and Sub-Manager may provide services (similar or dissimilar) directly or indirectly to any other Person or on behalf of any other Person.

2.6            Issuer hereby consents to and agrees that, in performing its duties hereunder, Manager and Sub-Manager may further contract with their respective Affiliates to provide any or all services to be provided by Manager or Sub-Manager as the case may be, provided that Manager shall remain primarily liable for all services which its Affiliates have contracted to perform. Issuer further consents to and agrees that Manager and Sub-Manager shall be entitled to utilize container depots, offshore marketing agents and other third party service providers in the ordinary course of their respective businesses, and to appoint subcontractors who are not its Affiliates to carry out any portion of its duties hereunder; provided, however, that (i) Manager shall remain primarily liable for all such services, and (ii) except to the extent service providers are engaged in the ordinary course of business, neither Manager nor Sub-Manager shall subcontract all, or a substantial portion of, its management duties to any Person which is not its Affiliate without the prior written consent of the Requisite Global Majority. Any such contract shall provide by its terms that it is automatically terminated with respect to an Issuer Container if and when such Issuer Container becomes a Terminated Container.

3.             Duties Of Manager and Sub-Manager.

3.1            Manager shall, in the name of Manager but as agent for and on behalf of Issuer, manage and administer the Containers in the Issuer’s Fleet, arrange the leasing and re-leasing as the case may be and enter into Leases for such Containers, and administer such Leases. In carrying out its duties, Manager shall exercise good faith and fair dealing in pursuing its responsibilities under this Agreement. In purchasing, managing and disposing of Containers for Issuer and handling all funds belonging to Issuer, Manager shall act at all times in accordance with good commercial practice. Without limiting the foregoing, Manager agrees to manage Issuer’s Fleet at a level or standard of care that is no less than Manager (or any of Manager’s Affiliates) uses in managing other containers whether owned by Manager or by others.

Sub-Manager shall, in the name of Sub-Manager but as agent for and on behalf of Issuer, manage and administer the Containers leased out by Sub-Manager, arrange the leasing and re-leasing as the case may be and enter into Leases for such Containers, and administer such Leases. In carrying out its duties, Sub-Manager shall exercise good faith and fair dealing in pursuing its responsibilities under this Agreement. In purchasing, managing and disposing of Containers for Issuer and handling all funds belonging to Issuer, Sub-Manager shall act at all times in accordance with good commercial practice. Without limiting the foregoing, Sub-Manager agrees to manage such Containers at a level or standard of care that is no less than Sub-Manager (or any of Sub-Manager’s Affiliates including the Manager) uses in managing other containers whether owned by Sub-Manager or by others.

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Without prejudice to the generality of the foregoing, Manager shall in respect of Issuer’s Fleet and Sub-Manager shall in respect of Containers leased out by Sub-Manager:

(a)            decide the identity of each Lessee, the period of the Leases, the rental or other sums payable thereunder, and seek Lessees and enter into Leases as Lessor on behalf of Issuer, which Leases shall contain the standard terms and conditions that Manager and Sub-Manager use in leasing other containers in the Manager’s Fleet, modified as appropriate in specific situations at the reasonable discretion of Manager and Sub-Manager and at terms and conditions generally prevailing within the container leasing industry. In performing its duties hereunder, the Manager shall use commercially reasonable efforts to comply with the concentration limits set forth in the Indenture;

(b)            perform on behalf of Issuer the obligations of the Lessor under the Leases with respect to the Containers;

(c)            exercise all rights of the Lessor under the Leases with respect to the Containers, including, without limitation, the invoicing of, and use commercially reasonable efforts to collect rental and other payments due from Lessees;

(d)            take any actions that in Manager’s and Sub-Manager’s reasonable judgment are necessary to ensure compliance by Lessees with the terms of their Leases;

(e)            log interchanges of Containers in the Issuer’s Fleet including the return and issue of such Containers from depots;

(f)            inspect, repair, maintain, service and store Containers in the Issuer’s Fleet to the extent Manager or Sub-Manager deems necessary for the purposes of this Agreement or to comply with the Leases;

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(g)            except for the provisions of Section 12 of this Agreement, and Section 606 of the Indenture, not sell Containers in the Issuer’s Fleet;

(h)            not permit any liens to attach to the Containers in the Issuer’s Fleet, other than(w) liens under the Intercreditor Agreement, (x) the Leases, (y) other liens approved by Issuer and the Requisite Global Majority, and (z) liens arising by operation of law in the ordinary course of business;

(i)             cooperate with Issuer using the Containers in the Issuer’s Fleet as collateral in providing information on a reasonable basis, to the Persons and at the times specified in the Indenture;

(j)             cooperate with Issuer in providing supplemental information concerning the operation of the Issuer’s Fleet as reasonably requested by Issuer pursuant to the Intercreditor Agreement;

(k)            timely pursue, (i) on behalf of Issuer, all reasonable actions against the manufacturer(s) of any Containers in the Issuer’s Fleet in the event of a claim under any applicable manufacturer’s warranty, and (ii) on behalf of Issuer, all reasonable actions against any depots and/or lessees that perform non standard or non IICL repairs and/or modifications to the Containers;

(l)             provide such incidental services not specifically set out herein as may be reasonably necessary to the operation of the Issuer’s Fleet;

(m)           to the extent prudent in Manager’s and Sub-Manager’s business judgment, and at Issuer’s expense, reposition Containers at Issuer’s expense from time to time in effect for the purpose of maintaining the maximum lease out performance for Issuer’s Containers;

(n)            obtain insurance in accordance with the provisions of Section 8.16 hereof and in respect of any matters which Manager considers necessary or prudent, including, without limitation, public liability insurance;

(o)            ensure that each Issuer Container carries its Container Identification Number and other markings as may be required for its operation in marine and intermodal shipping;

3.2            In performing its duties pursuant to this Agreement and providing the services described herein, Manager shall operate the Issuer’s Fleet, and Sub-Manager shall operate the Containers in the Issuer's Fleet leased out by Sub-Manager, in accordance with reasonable business practice and without regard to the ownership thereof, and no preference will be afforded for or against the Issuer’s Fleet or such Containers, it being understood however, that particular lessees may prefer containers of particular age and type and that neither Manager nor Sub-Manager shall be deemed to violate this Section 3.2 if it accommodates such customer preferences.

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3.3            Subject to the provisions of Sections 3.1 and 3.2, each of Manager and Sub-Manager shall be entitled to exercise commercially reasonable discretion as to the manner of performance of its duties and the exercise of its rights under this Agreement. In the course of exercising its management responsibilities, each of Manager and Sub-Manager may engage storage depots, inspection agents, container repair contractors or any of its Affiliates for marketing services, administrative support for Manager’s and Sub-Manager’s operations, or coordination with storage depots; provided that, neither Manager nor Sub-Manager shall permit any of its Affiliates (except Manager or Sub-Manager) to enter into any Leases or collect any of the Issuer’s receipts, including Gross Revenue, Miscellaneous Owner Proceeds, Casualty Proceeds and Sales Proceeds, without the prior written consent of Issuer and the Indenture Trustee (acting at the direction of the Requisite Global Majority). In addition, in areas where Manager or Sub-Manager does not operate an office, each of Manager and Sub-Manager (as the case may be) may engage sales agents, which sales agents may be Affiliates of Manager or Sub-Manager. During the Term of this Agreement, Manager and Sub-Manager may provide container purchasing, management, sales, leasing and re-marketing services directly or indirectly to any other Person or on behalf of any other Person, subject at all times however, to the provisions of Section 3.1 and 3.2.

3.4            Without limiting any other term or condition set forth in this Agreement, if the Manager is unable to perform any of its duties under this Agreement or if any Affiliate is unable to perform any of the duties for which it is engaged as set forth in Section 3.1 hereof, Sub-Manager acknowledges and agrees that it will perform such duties and obligations on behalf of the Manager or any such Affiliate, and the Issuer hereby consents to the performance of such duties by Sub-Manager.

3.5            (a)           The Manager shall provide the Issuer, the Manager Transfer Facilitator, the Administrative Agent and the Indenture Trustee with prompt written notice of the occurrence, but in any event such notice shall be delivered no later than five (5) Business Days after the Manager shall have received notice, or become aware of the occurrence of any of a Back Up Manager Event.

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(b)            If a Back-Up Manager Event has occurred and is continuing, the Manager shall cooperate with the Manager Transfer Facilitator in performing its duties under the Manager Transfer Facilitator Agreement and shall negotiate in good faith to implement a back-up manager agreement. The Manager will work with the Back-up Manager (as defined in the Manager Transfer Facilitator Agreement) to map and test data systems such that the Back-up Manager will be able to function as the Replacement Manager in accordance with Section 10 hereof; provided, however, such mapping shall be blind mapping with no customer or fleet data provided unless an Event of Default shall have occurred and then be continuing.

3.6            The Manager acknowledges that the Manager or an Affiliate thereof is holding the Leases, to the extent they relate to the Issuer Containers, on behalf of, and for the benefit of, the Issuer, which in turn has granted a security interest in such Leases to the Indenture Trustee. None of the Leases that constitute or evidence the Collateral have any marks or notations that are inconsistent with Issuer's ownership interest or the Indenture Trustee's security interest in such Leases.

4.             Term.

4.1            The Agreement shall take effect as of the Effective Date and, subject to the provisions of Section 9 and 10, shall remain in effect with respect to each Container in the Issuer’s Fleet until the earliest of (a) a Casualty Loss with respect to such Container, (b) the sale of such Container, or (c) the date such Container becomes a Terminated Container. However, the terms of: Sections 3, 4, 5, 6, 7 and 8, with respect to the rights and obligations of the parties arising or accruing prior to the time all of the Containers in Issuer’s Fleet (or Substitute Containers for one or more thereof) become Terminated Containers and Sections 10, 12, 13, and 15 (to the extent required to implement the other Sections referred to in this sentence), shall survive termination of this Agreement.

4.2            No later than ninety (90) days prior to the end of the Term with respect to any Container, Issuer shall advise Manager whether Issuer prefers Manager to either: (i) sell such Container (in which case Manager shall be entitled to a commission pursuant to Section 5.2); or (ii) return the Container to Issuer, in each case pursuant to Section 12. If Issuer fails to provide such notice on a timely basis, Manager shall sell the Container.

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5.              Remuneration to Manager.

Issuer shall pay to Manager on each Payment Date, the following fees from amounts on deposit in the Trust Account in accordance with the priority of payments set forth in Section 302 or 806 of the Indenture ( the sum of the amount set forth in Section 5.1 and Section 5.2, the “Total Manager Fee”):

5.1            A fee (“Management Fee”) for the related Collection Period equal to (i) ten percent (10.0%) of NOI for the related Collection Period for Issuer’s Containers on Term Leases, and (ii) two percent (2.0%) of all Finance Lease payments actually received by the Manager during the related Collection Period.

5.2            A commission (“Sales Commission”) with respect to a Container Sale or Container Disposal shall mean a flat fee of ten percent (10.0 %) of the Sales Proceeds with respect to a Container Sale or Container Disposal, except in case Container Sale is arranged, negotiated and made by Issuer to a third party independent from Manager’s or Sub-Manager’s service provided herein, to the extent Manager or Sub-Manager continues to manage such Container under the terms of this Agreement.

Notwithstanding the foregoing, no Sales Commission shall be earned or be payable for a Container Sale or Container Disposal to Manager or Sub-Manager or any Affiliate of Manager or Sub-Manager.

5.3            Manager shall be solely responsible for all fees, commissions, or other payments to Sub-Manager for services rendered by Sub-Manager hereunder or otherwise on behalf of Manager, and Sub-Manager agrees that Issuer shall not be obligated to Sub-Manager for any such payments. Sub-Manager shall be solely responsible for fees, commissions, or other payments to Manager for services rendered by Manager on behalf of Sub-Manager, and Manager agrees that Issuer shall not be obligated to Manager for any such payments.

5.4            Manager may (but shall not be obligated to), on Issuer’s behalf, in the event that the funds in the Trust Account, the Restricted Cash Account, any Series Account or any other account established pursuant to the Indenture are insufficient on any Determination Date to make any payment due by Issuer on the related Payment Date, make an advance to the Indenture Trustee for deposit into the Trust Account for any shortfall (a “Manager Advance”); provided that (i) such Manager Advance is deemed by Manager, in the reasonable exercise of its discretion, to be recoverable and (ii) the aggregate amount of such Manager Advances outstanding at any point in time does not exceed fifty percent (50%) of the then unpaid balance of all Lease receivables of the Issuer which are less than ninety (90) days delinquent; provided further, that the Manager shall not make any Manager Advance unless there are sufficient Lease receivables due from Lessees that are not insolvent or subject to bankruptcy proceedings or otherwise in default of such Lessees’ obligations under its respective Lease to repay such Manager Advance in full. Manager shall be reimbursed for Manager Advances on each Payment Date in accordance with the priority of payments in Sections 302 and 806 of the Indenture.

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6.             Indemnity.

6.1            Issuer shall defend, indemnify and hold Manager and its Affiliates and their respective shareholders, officers, directors, Agents and employees (collectively, “Manager Indemnified Parties”) harmless from and against any Claims or Losses (“Claims and Losses” which is defined as including all claims, actions, damages, expenses, losses or liabilities, including, without limitation, reasonable attorneys’ fees and other out-of-pocket expenses incurred in defending against such Claims) asserted against or incurred by Manager or any Manager Indemnified Party and arising with respect to the Containers in Issuer’s Fleet, to other matters contemplated by this Agreement and/or offerings of equity interests in Issuer or its Affiliates, transactions or contracts entered into by Issuer and/or its Affiliates relating to the matters set forth in this Agreement; provided, however that the foregoing indemnity shall not apply to any Claims or Losses caused by or arising from the negligence, willful misconduct or breach of this Agreement by a Manager Indemnified Party or any material misrepresentation by any Manager Indemnified Party. Manager hereby subordinates its claims under this Section 6.1 to all claims which have priority in payment under Section 302 of the Indenture, and further agrees that any such claims shall only be payable at the times and in the amounts for which funds are available for such purpose pursuant to Section 302 of the Indenture.

6.2            Manager shall defend, indemnify and hold Issuer, the Indenture Trustee and each of their shareholders, officers, directors, and employees and their respective Affiliates, shareholders, directors, officers and employees (collectively, “Issuer Indemnified Parties”) harmless from and against any and all Claims and Losses asserted against or incurred by any Issuer Indemnified Party and arising from the negligence (it being understood that decisions made by Manager in good faith using its business judgment shall not be deemed to constitute negligence), willful misconduct, Event of Default by Manager, Sub-Manager or any of its Affiliates, or by any material misrepresentation of Manager, Sub-Manager or any of its Affiliates in connection with this Agreement or in connection with the use, management, operation, possession, control, maintenance or repair of the Containers in Issuer’s Fleet; provided that the foregoing indemnity shall not apply to any Claims or Losses to the extent caused by or arising from the negligence or willful misconduct or breach of this Agreement by an Issuer Indemnified Party or any material misrepresentation made by an Issuer Indemnified Party.

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6.3            Sub-Manager shall defend, indemnify and hold Issuer, the Indenture Trustee and the Issuer Indemnified Parties harmless from and against any and all Claims and Losses asserted against or incurred by any Issuer Indemnified Party and arising from the negligence, willful misconduct, Event of Default by Sub-Manager, or by any material misrepresentation of Sub-Manager in connection with this Agreement or in connection with the use, management, operation, possession, control, maintenance or repair of the Containers in Issuer’s Fleet; provided that the foregoing indemnity shall not apply to any Claims or Losses to the extent caused by or arising from the negligence (it being understood that decisions made by Sub-Manager in good faith using its business judgment shall not be deemed to constitute negligence) or willful misconduct or breach of this Agreement by an Issuer Indemnified Party or any material misrepresentation made by an Issuer Indemnified Party.

7.             Payments To/From Issuer.

7.1            Intercreditor Agreement. At such time as the Issuer is a party to the Intercreditor Agreement, rental payments and other payments relating to the Issuer Containers shall be billed, collected and disbursed as provided in such Intercreditor Agreement.

7.2            Payments to Manager. During the Term of this Agreement and until all Containers become Terminated Containers, the Manager may, so long as no Event of Default is continuing, pay itself fees owing to it from the Manager’s Account. The Manager shall on a weekly basis remit to the Trust Account: (i) the ONOI for all Containers in the Issuer's Fleet for the immediately preceding week, and (ii) the Miscellaneous Owner Proceeds, Sales Proceeds, Issuer’s share of Casualty Proceeds and Indemnification Proceeds for all Issuer Containers for the immediately preceding week to Issuer. Manager may make weekly distributions based on reasonable estimates of ONOI, Sales Proceeds, the Issuer's share of Casualty Proceeds and Indemnification Proceeds, provided that any such estimates are reconciled based on actual data at the time of the Manager Report describing ONOI for any Collection Period.

7.3            Reimbursement for Expenses. If the NOI is less than zero for any calendar month, the Manager will deduct the amount of any deficit between the Gross Revenues received and the Operating Expenses accrued for such calendar month (the “Deficit”) from future amounts to be remitted by the Manager to the Issuer. Manager may also (in its discretion) make a Manager Advance to Issuer pursuant to Section 5.4, to pay part or all of any Deficit. Any such Manager Advance shall be repaid by Issuer in accordance with the Intercreditor Agreement and Section 302 or 806 of the Indenture.

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7.4           Withholding Tax.

(a)            Except as provided in Subsection 7.4(b) below, if at any time during the Term of this Agreement, the Manager is required by law to make any deduction or withholding on account of any tax, assessment or other governmental charge with respect to ONOI or any other amount payable by the Manager to Issuer hereunder, the Manager shall thereupon be entitled to make the deduction or withholding, up to the amount required by law, and any amount so deducted or withheld by the Manager and paid by the Manager to the applicable taxing authority pursuant to and in accordance with the deduction or withholding requirement shall be deemed to have been paid by the Manager to Issuer in satisfaction of the requirements of this Agreement. If, notwithstanding the foregoing, Manager is obligated to pay any withholding or other amounts on behalf of Issuer, Issuer shall indemnify Manager and hold Manager harmless from and against any such obligations.

(b)            Issuer and Manager each agree to execute and deliver all such documents and instruments, and to take all such action, as the other party shall reasonably request to minimize amounts to be deducted or withheld pursuant to the tax deduction or withholding requirement or to obtain an exemption from the deduction or withholding requirement and to effect any necessary compliance therewith.

7.5           Manager may, at its option, offset and deduct, from amounts received or held by Manager for the credit of Issuer, any amount referred to in this Agreement which is incurred by Manager, paid by Manager and otherwise due from Issuer to Manager under this Agreement.

7.6           Absolute Obligation. Except as permitted in this Section 7, Manager’s obligation under this Section 7 to deposit any amount to the Issuer's Bank Account shall be absolute and unconditional and all payments thereof shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim or any circumstance, recoupment, defense or other right which Manager may have against Issuer or any other Person for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including without limitation, (i) any defect in title, condition, design or fitness for use, or any damage to or loss or destruction, of any Issuer Container, (ii) any insolvency, bankruptcy, moratorium, reorganization or similar proceeding by or against Manager or any other Person, or (iii) any other circumstance, happening or event whatsoever, whether or not unforeseen or similar to any of the foregoing. All amounts held by the Manager in the [Manager Collection Account] which are the property of the Issuer shall be held in trust for the benefit of the Issuer, and the Issuer and its owners shall be treated as owners of such amounts for U.S. tax and other purposes.

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8.             Reports/Books and Records/Inspection.

8.1            Manager Report. On or prior to each Determination Date, Manager will deliver to Issuer and the Administrative Agent a Manager Report, and such other reports as Issuer may agree to provide pursuant to any Indenture Supplement.

8.2            Asset Base Report. On or prior to (i) each Determination Date and (ii) any date on which an advance of funds is made to Issuer under any Supplement, Manager will deliver to Issuer, the Indenture Trustee, and the Administrative Agent an Asset Base Report, calculated using the data available to Manager (x) with respect to the Asset Base Report delivered on each Determination Date, as of the end of the immediately preceding Collection Period, and (y) with respect to the Asset Base Report delivered on each advance date, as of the date of such Asset Base Report and after giving effect to such advance.

8.3            Other Reports. Manager will deliver to Issuer and the Administrative Agent any other reports required under any Supplement at the times specified in such Supplement.

8.4            Annual Insurance Confirmation. Upon the request of the Administrative Agent, Manager shall provide annual confirmation of the renewal of insurance required by Section 8.14 hereof (of if such insurance is not available on commercially reasonable terms such insurance as is available on a commercially reasonable basis) before November 30 each year and shall forward copies of all certificates evidencing renewal to the Issuer, the Indenture Trustee, the Administrative Agent and each Series Enhancer promptly after receipt.

8.5            Back-up Data Files. No more than seven (7) business days following each Determination Date, Manager will deliver to Manager Transfer Facilitator the Back-up Data Files described in Section 3(f) of the Manager Transfer Facilitator Agreement.

8.6            Manager shall maintain, at Sub-Manager’s California USA offices, the books and records of Manager and Sub-Manager with respect to the Issuer’s Fleet as it maintains for the Manager Fleet and the leasing thereof. Manager and Sub-Manager shall notify Issuer of any change in the location of Manager’s or Sub-Manager’s books and records.

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8.7           Manager and Sub-Manager shall provide Issuer with such information as Issuer may reasonably require and as may be readily accessible to Manager or Sub-Manager at no additional cost to Manager or Sub-Manager to complete Issuer’s tax returns.

8.8           Inspection of Books and Records. Upon reasonable request, Manager shall make available to Issuer, the Administrative Agent and the Manager Transfer Facilitator, for inspection and copying, its books, records and reports relating to the Issuer Containers and copies of all Leases or other documents relating thereto, all in the format which Manager uses for the Manager's Fleet. Such inspections shall be conducted during normal business hours and shall not unreasonably disrupt Manager’s business. Manager shall grant Issuer, the Manager Transfer Facilitator and the Administrative Agent access to Manager’s computer systems and data contained therein, but not copies of the software itself. The Issuer shall pay for the cost of one such visit in any calendar year by the Administrative Agent and the Manager Transfer Facilitator. The Issuer, the Manager Transfer Facilitator and the Administrative Agent, shall have the right, upon reasonable request, to inspect the Issuer Containers at any time, upon reasonable notice and to the extent Manager has access thereto, subject to the Leases, including without limitation the right of quiet enjoyment of the respective Lessees, and provided such inspection does not interfere with utilization of the Issuer Containers in the ordinary course of business.

8.9           Notices Regarding Events of Default; Securities Filings; Proceedings. The Manager will deliver to the Issuer, the Indenture Trustee, the Manager Transfer Facilitator and the Administrative Agent:

(a)            Immediately upon becoming aware of the existence of any condition or event which constitutes an Event of Default or which, with notice and lapse of time, would become an Event of Default, a written notice describing its nature and period of existence and what action the Manager is taking or proposes to take with respect thereto; and

(b)           Promptly upon the Manager’s becoming aware of:

(i)            any threatened or pending investigation of it by any Governmental Authority or agency that: (i) pertains to Manager, Sub Manager or Issuer particularly, and (z) involves the possibility of materially and adversely affecting a material portion of the Issuer Containers or the business or financial conditions of the Manager; or

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(ii)            any threatened or pending court or administrative Proceeding which individually or in the aggregate involves the possibility of materially and adversely affecting a material portion of the Issuer Containers or the business or financial conditions of the Manager,

a written notice specifying the nature of such investigation or proceeding and what action the Manager is taking or proposes to take with respect thereto and evaluating its merits.

8.10         Annual Independent Accountants’ Reports. By not later than May 31 of each year, the Manager shall, at its own cost, cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Manager or any of its Affiliates) (the “Independent Accountants”), to deliver to the Indenture Trustee, the Issuer, and the Administrative Agent with respect to the fiscal year end preceding the date of such request, a statement (the “Accountants’ Report”) addressed to the Manager, the Issuer, the Indenture Trustee and the Administrative Agent, specifying the results of the application of such agreed-upon procedures as the Administrative Agent shall specify from time to time relating to the mathematical accuracy of three randomly selected Manager Reports and Asset Base Reports, tracing the mathematical correctness of the calculations of the following other supporting documents: (i) with respect to the Manager Reports, the (A) Gross Revenue for the Issuer Containers, (B) Operating Expenses for the Managed Containers and (C) Management Fees; and (ii) with respect to the Asset Base Reports, the Net Book Value or Finance Lease Value of Eligible Containers, and setting forth whether any exceptions or errors in such reports were found, In the event such Independent Accountants require the Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 8.10, the Manager shall direct the Indenture Trustee in writing to so-agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Manager, and the Indenture Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Issuer and Manager agree that the Indenture Trustee may rely on the provisions of this Section 8.10 as third party beneficiary.

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8.11         Reports Regarding Term Notes. The Manager shall furnish or cause to be furnished to each Person who is identified by the Note Registrar (to the extent provided therein) to the Manager as a Person who was a holder of Term Notes at any time during such year and the Indenture Trustee, within a reasonable time after the end of each calendar year, a report setting forth the amount of principal and interest paid on each Note during such year and such other customary factual information as any such holder of Term Notes reasonably requests from time to time, to enable such holders of Term Notes to prepare their tax returns. In addition, if any class of Term Notes is issued with original issue discount, the Manager shall provide or cause to be provided to the IRS and the holders of such Term Notes information statements with respect to original issue discount as required by the Code or as such Noteholders may reasonably request from time to time.

8.12         NO ISSUER WARRANTIES. THE ISSUER CONTAINERS ARE BEING DELIVERED BY ISSUER TO MANAGER “AS IS”. ISSUER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ISSUER CONTAINERS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED.

8.13         LIMITATIONS ON MANAGER WARRANTIES. MANAGER WARRANTS THAT IT WILL CARRY OUT ITS SERVICES WITH REASONABLE CARE AND SKILL. THIS EXPRESS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED. UNDER NO CIRCUMSTANCES SHALL MANAGER HAVE ANY LIABILITY TO ISSUER FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND.

8.14         Insurance.

8.14.1       Lessee/Depot Insurance. Manager shall require that all Lessees and Container depots insure (via third-party insurance, or self insurance when acceptable to Manager) the Issuer Containers against all normally insurable risks (including, but not limited to, liability, loss, damage and recovery cost) while the Issuer Containers are under the control of such Person.

8.14.2       Contingency Insurance. Manager, to the extent commercially reasonable and obtained and maintained by Manager for the fleet as a whole, shall obtain from financially sound and reputable insurers and maintain in force contingency insurance (the “Contingency Insurance”) with respect to the Issuer Containers upon such terms, in such amounts, against such risks and with such deductibles as is maintained by Manager for the Fleet as a whole. Such Contingency Insurance may provide coverage when: (i) recoveries are not effected under any policies in force pursuant to Section 8.14.1 hereof, and/or (ii) any Issuer Container is not returned to Manager by a defaulting Lessee (including costs of recovering such Issuer Containers), or (iii) the Lessee or Container depot fails to obtain insurance as provided under Section 8.14.1 hereof. Such Contingency Insurance may be effected by a policy which covers the entire Fleet, and shall include an additional insured and loss payee endorsement in favor of the Indenture Trustee with respect to the Issuer Containers. Manager will notify the Issuer, the Indenture Trustee and the Administrative Agent if it does not carry such insurance within thirty (30) days after ceasing to carry the same.

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8.14.3       Receipt of Insurance Proceeds. Manager shall receive and remit to Issuer all monies payable under such policy or policies of insurance as described in Sections 8.14.2 and 8.14.3 hereof, whether effected by Manager, depots or Lessees, into the Trust Account, for distribution pursuant to the Indenture.

8.14.4       No Liability of Manager. Manager shall have no liability for any loss, damage, recovery cost or other cost or expense whatsoever with respect to such lost or destroyed Issuer Containers, whether or not covered by insurance.

9.             Termination.

9.1           Issuer shall have the right to terminate this Agreement by delivering a Termination Notice to Manager in accordance with and under the circumstances permitted by Section 10.2 hereof.

9.2           If this Agreement is terminated pursuant to Section 9.1, termination of this Agreement shall be without prejudice to the rights and obligations of the Parties that have accrued prior to such termination and shall be in addition to any other rights and remedies the Parties may have at law or in equity. In the event this Agreement is terminated and/or one or more Containers become Terminated Containers, Manager (as to Issuer’s Fleet) and Sub-Manager (as to Containers leased out by Sub-Manager) must continue to manage the remaining Issuer Container(s) that have not become Terminated Containers under the terms of this Agreement and Manager shall be paid the compensation provided under this Agreement until all such Containers have been: (i) redelivered to a Manager or Sub-Manager depot or at Issuer’s expense to another depot designated by Issuer if instructed in writing by Issuer and sold as instructed in writing by Issuer; or (ii) transferred to another manager as instructed in writing by Issuer. Except in the case where Issuer transfers the management of any or all Issuer’s Containers to another manager, notwithstanding any other provision hereof, if any Container is subject to a Lease at a time when this Agreement would otherwise terminate as to such Container by reason of Section 9.1 of this Agreement, this Agreement shall continue as to such Container until such Container becomes a Terminated Container.

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9.3            Notwithstanding Sections 9.1 and 9.2 above, those provisions specifically identified in this Agreement as surviving a termination of this Agreement shall survive a termination, including the rights and liabilities of the Parties with respect to the Containers until each such Container has become a Terminated Container.

9.4            Manager Resignation. The Manager may not resign from its obligations and duties as Manager hereunder, except (i) with the prior written consent of the Issuer and the Indenture Trustee (acting at the direction of the Requisite Global Majority) or (ii) upon a determination by the Manager that the performance by Manager of its duties under this Agreement is no longer permissible under Applicable Law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee (acting at the direction of the Requisite Global Majority), to such effect delivered to the Indenture Trustee, the Administrative Agent and the Manager Transfer Facilitator. No such resignation shall, to the extent consistent with Applicable Law, become effective until a Replacement Manager has assumed the responsibilities of the resigning Manager in accordance with the terms of this Agreement, the Indenture and the other Related Documents.

10.           Events of Default.

10.1          The occurrence of any of the events set forth in Sections 10.1.1 through 10.1.14 below shall each constitute an “Event of Default” under this Agreement.

10.1.1       (A) The failure of Manager or Sub-Manager to make payments or deposit when due hereunder (including, without limitation, Manager’s failure to make any deposit to the Issuer’s Bank Account when due) if such failure shall continue for a period of three (3) Business Days after delivery of written notice of demand thereof by the Party entitled to payment or (B) the failure of Sub-Manager to deposit the sums described in the definition of “Sub-Manager’s Account” to the Manager’s Account at the time stated in such definition;

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10.1.2       Manager or Sub-Manager shall fail to deliver a Manager Report or an Asset Base Report within three (3) Business Days after the due date thereof;

10.1.3       Manager or Sub-Manager shall (i) fail to deliver any report (other than those described in Section 10.1.2) within fifteen (15) days after the due date thereof or (ii) fail to perform or observe, or cause to be performed or observed, in any material respect any other covenant or agreement contained herein that is not specifically addressed in this Section 10.1, which failure materially and adversely affects the rights of the Issuer, Noteholders, the Indenture Trustee, or the Administrative Agent, and which failure shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) an officer of Manager has actual knowledge thereof or (ii) Manager receives notice thereof;

10.1.4       Any representation or warranty made by Manager or Sub-Manager in this Agreement, or in any certificate, report or financial statement delivered by it pursuant hereto proves to have been untrue in any material and adverse respect when made and continues unremedied for a period of thirty (30) days after the earlier to occur of (i) an officer of Manager or Sub-Manager has actual knowledge thereof or (ii) Manager or Sub-Manager receives notice thereof;

10.1.5       Manager or Sub-Manager shall cease to be engaged in the container management business;

10.1.6       Manager or Sub-Manager shall be adjudicated or found bankrupt or insolvent by any competent court in an involuntary Insolvency Proceeding or an order shall be made by a competent court or a resolution shall be passed for the winding-up or dissolution of Manager or Sub-Manager or a petition shall be presented to, or an order shall be made by, a competent court for the appointment of an administrator of Manager or Sub-Manager, and, in the case of such involuntary Insolvency Proceeding, such adjudication, finding, order or petition shall not have been stayed, vacated or dismissed within sixty (60) days after the making of such adjudication, finding, or order, or the presentation of such petition;

10.1.7       Manager or Sub-Manager shall suspend payment of its debts generally or shall be unable to, or shall admit inability to, pay its debts as they fall due, or shall commence an Insolvency Proceeding or shall take any company action in furtherance of any such action;

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10.1.8       Except as permitted by Section 2.6 hereof, Manager or Sub-Manager assigns or delegates its responsibilities under this Agreement;

10.1.9       A judgment against Manager or Sub-Manager which results in a Material Adverse Change with respect to the Manager and which is not covered by insurance, unless such judgment has been bonded or otherwise stayed on appeal and is satisfied within thirty (30) days after becoming final (after expiration of all appeals); or

10.1.10     Any event described in clause (5) of Section 1101 of the Indenture shall have occurred and such event shall not have been permanently rescinded or waived within sixty (60) days thereafter by the holders of the applicable indebtedness.

10.1.11     A default under any Indenture Supplement occurs with respect to the Consolidated Leverage Ratio or the Consolidated EBIT to Consolidated Cash Interest Expense Ratio of Sub-Manager as set forth in such Indenture Supplement.

10.1.13     The Performance Guaranty is terminated or rescinded or the guarantor under the Performance guaranty disclaims or attempts to disclaim liability thereunder.

10.1.14     The Manager shall fail to deliver to the Manager Transfer Facilitator the Back-up Data Files within seven (7) Business Days after when due pursuant to Section 8.4 hereof.

10.1.15     A Change of Control shall occur.

10.2          Termination. If an Event of Default with respect to Manager or Sub-Manager (a "Manager Default") shall have occurred and be continuing, and any Notes are then Outstanding, the Indenture Trustee, acting at the direction of the Requisite Global Majority and in the Requisite Global Majority’s discretion, shall have the right (upon notice to the Manager Transfer Facilitator), in addition to other rights or remedies that the Issuer or its assignee may have under any Applicable Law or in equity to: (i) terminate this Agreement with respect to Terminated Containers, (ii) appoint a Replacement Manager selected by the Requisite Global Majority to manage the Terminated Containers, and (iii) appoint an independent auditor, of national reputation and mutually acceptable to the Issuer and the Requisite Global Majority, to verify that all prior Manager Reports and Asset Base Reports prepared by the Manager are in accordance with this Agreement. Notwithstanding anything contained herein to the contrary, (A) this Agreement shall continue in full force and effect with respect to an Issuer Container until such time as such Issuer Container becomes a Terminated Container, and Manager shall continue to manage such Issuer Container pursuant to the terms and conditions of this Agreement, until the date such Issuer Container becomes a Terminated Container, and (B) Indenture Trustee, acting at the direction of the Requisite Global Majority, shall have no right to recover possession or control of any Issuer Container prior to the date such Issuer Container becomes a Terminated Container. Promptly after a Issuer Container becomes a Terminated Container, unless such Terminated Container is lost or unrecoverable, Manager shall: (1) deliver to the Indenture Trustee a report of the location of such Terminated Container, and (2) unless such Terminated Container is subject to a Finance Lease, procure the return of such Terminated Container to Issuer in the depot where such Terminated Container is located. In the case of a Terminated Container which is subject to a Finance Lease, Manager shall promptly assign Manager’s interest in such Finance Lease (to the extent that it pertains to an Issuer Container) to Issuer or such other party as Issuer shall designate in writing to Manager (which assignee the Issuer hereby agrees shall be the Indenture Trustee or its designee). The Indenture Trustee, acting at the direction of the Requisite Global Majority, shall also have the right in its sole discretion to waive any Manager Default and the remedies available as a consequence thereof.

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Notwithstanding the foregoing, under no circumstances shall any Party be liable to any other Party for any indirect or consequential damages.

Upon the occurrence of a Manager Default, the Issuer (acting at the direction of the Requisite Global Majority) may direct that a Shifting Control Notice be delivered pursuant to the Intercreditor Agreement.

10.3         Power of Attorney.

(a)            After the occurrence and during the continuance of a Manager Default, if the Notes of any Series are then Outstanding, Manager irrevocably, and by way of security to Issuer for the obligations of Manager herein, appoints Issuer and the Indenture Trustee to be its attorney-in-fact, with full power of substitution on behalf of Manager and in its name or otherwise to execute any documents, and to give any notice and to do any act or thing which Manager is obliged to execute or do under this Agreement. Manager hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall do or propose to do in the exercise or purported exercise of all or any of the powers, authorities and discretion referred to in this Section 10.3, it being understood that the Indenture Trustee shall not be obligated to take any actions unless it receives the written direction of the Requisite Global Majority.

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(b)            With respect to Terminated Containers only, the Manager hereby irrevocably constitutes and appoints the Issuer and Indenture Trustee, with full power of substitution, as its true and lawful attorney fact with full irrevocable power and authority in the place and stead of the Manager and in the name of the Manager or in its own name, for the purpose of carrying out the terms of this Agreement, to take (subject to the limitations set forth below) any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, the Manager hereby gives the Indenture Trustee the power and right, on behalf of the Manager, without notice to or assent by the Manager (subject to the limitation set forth below), to do any or all of the following: at any time, in the name of the Manager or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instrument, general intangible or contract or with respect to any other collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Indenture Trustee or any Series Enhancer for the purpose of collecting any and all such moneys due under any account, instrument, general intangible or contract with respect to the Issuer Containers and the other Collateral whenever payable.

10.4          Lessee Rights. In no event shall Manager be required to act in any manner inconsistent with the rights of Lessees under any Leases related to the Issuer Containers, including without limitation the rights of such Lessees to quiet enjoyment of their leasehold interests under such Leases.

10.5          Rights Cumulative; Issuer Costs. Termination of this Agreement shall be without prejudice to the rights and obligations of the parties which have accrued prior to such termination; provided, however, that any amount then due to Manager shall be reduced by the reasonable and necessary out-of-pocket costs incurred by Issuer, the Indenture Trustee or the Requisite Global Majority (excluding management fees and any other costs incurred within the ordinary scope of management and operation of the Terminated Containers) in connection with the removal and replacement of Manager as manager of the Terminated Containers.

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10.6          Waiver of Event of Default. The prior written consent of the Requisite Global Majority must be obtained in order to waive any Event of Default or any or all of its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. No delay by the Requisite Global Majority or of its assigns, shall constitute any such waiver or prejudice the Requisite Global Majority in exercising any right, power or privilege arising out of such Event of Default.

10.7          Manager’s Cooperation. The Manager agrees to cooperate with the Manager Transfer Facilitator and any Replacement Manager in effecting the termination and transfer of the responsibilities and rights of the Manager, as the case may be, hereunder, and the transfer thereof to the Replacement Manager, including, without limitation, the preparation, execution and delivery of any and all documents and other instruments, the execution and delivery of assignments of financing statements, and the transfer to the Replacement Manager for administration by it of all cash amounts which shall at the time be held by the Manager or thereafter received with respect to the Issuer Containers. The Manager hereby agrees to transfer to the Manager Transfer Facilitator and any Replacement Manager copies of its electronic records and all other records, correspondence and documents relating to the Issuer Containers in the manner and at such times as the Manager Transfer Facilitator and any Replacement Manager shall reasonably request and do any and all other acts or things necessary or appropriate to effect the purposes of termination; provided, however, that the Manager shall not be required to transfer or otherwise make available any Leases (or terms thereof) relating to the Terminated Containers.

11.           Capital Improvements.

Issuer acknowledges that the cost of any Capital Improvement made to any Container in the Issuer’s Fleet is the sole responsibility of Issuer. If it is necessary, in Manager’s reasonable opinion, to make Capital Improvements to any of the Containers in the Issuer’s Fleet in order for such Containers to conform to prevailing regulatory and commercially acceptable standards generally accepted within the container leasing and intermodal shipping industries.

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12.           Return of Containers.

12.1          At any time after the Term of this Agreement, Issuer may either: (i) directly sell; (ii) instruct Manager in writing (or pursuant to the terms of Section 5.2) to sell all or some of the Containers in the secondary market (Container Sale). In such case the Manager is entitled to its compensation pursuant to Section 5.2.

12.2          Within thirty (30) Business Days of the expiration or earlier termination of this Agreement as to any Container covered hereunder , if such Container has not been subject to a Casualty Loss or Container Disposal event or Container Sale, Manager shall: (i) deliver to Issuer a report of the location or Lessee of such Container, (ii) if instructed by Issuer in writing, with respect to off-lease Containers, deliver to the Person holding such Container, Manager’s authorization to release such Container to Issuer or its assignee.

12.3          Manager shall cooperate fully with Issuer in transferring the Terminated Containers (including any Substitute Containers) which have not been subject to a Casualty Loss, Container Disposal or Container Sale to Issuer or Issuers’ assignee, including, but not limited to: (i) making available all books and records pertaining to such Containers including lease information, Lessee information including all applicable computer data and records, and (ii) taking any other action as may be reasonably requested by Issuer or its assignee, at Issuer’s or such assignee’s sole expense, to ensure the orderly transfer of such Containers, including relocating such Containers, if such relocation is necessary. To the extent not payable by a Lessee and if determined by Issuer to be necessary, all costs of transporting, relocating, redelivering and storing such Containers shall be borne by Issuer.

12.4          Prior to and following any termination of this Agreement and/or any Container becoming a Terminated Container, Manager shall continue on Issuer’s behalf to pay all Operating Expenses and shall remit to Issuer all Sales Proceeds, Casualty Proceeds, Miscellaneous Owner Proceeds, and any other proceeds due to Issuer under the terms of this Agreement with respect to the Containers remaining under this Agreement, and Manager shall be compensated for such services in accordance with the terms of this Agreement.

13.           Confidentiality.

13.1          “Confidential Information” means:

(a)            any and all information or data, whether written, oral, maintained on a computer or otherwise, and copies and reproductions thereof, about or concerning the ownership, business, operations or assets of a Party or any of its Affiliates (collectively, a “Disclosing Party”), including, but not limited to all lists, records, reports, interpretations, forecasts, records, financial and/or market information, technical data, drawings, photographs, specifications, trade secrets, proprietary information, processes, customer lists, names, habits and practices of customers, marketing methods and related data, names of vendors or suppliers, costs of material, prices of products or services, manufacturing and sales costs, compensation paid to employees and other terms of employment, and any other confidential information or proprietary data of any kind, nature or description relating to the Disclosing Party to which the other Party (as the “Receiving Party”) has access or which is furnished to Receiving Party by Disclosing Party, or any director, employee, agent, advisor, attorney, accountant, or consultant of Disclosing Party, and

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(b)            all notes, analyses, compilations, studies, interpretations and other documents to the extent they contain Confidential Information.

Confidential Information shall not be deemed to include information which: (i) is generally known to the public at the time of disclosure, or becomes generally known to the public other than as a result of a breach of this Agreement or disclosure by Receiving Party or any employee or representative of Receiving Party, or through any wrongful act of the recipient; (ii) was within the possession of Receiving Party prior to it being furnished to Receiving Party by Disclosing Party; (iii) becomes available to Receiving Party on a non-confidential basis from a source other than Disclosing Party; or (iv) is approved for release by written authorization of Disclosing Party. This Agreement and all attachments hereto are deemed to be Confidential Information.

13.2          Each Party as Receiving Party hereby covenants and agrees to: (i) keep all Confidential Information supplied by the Disclosing Partyin strict and utmost confidence, (ii) not directly or indirectly disclose any Confidential Information supplied by the Disclosing Party in any manner whatsoever to any third person or entity without the advance written permission of the Disclosing Party, (iii) maintain all Confidential Information supplied by the Disclosing Party with no less than all reasonable caution and due diligence and in accordance with the degree of care utilized by the Receiving Party when protecting its own proprietary information, (iv) not use Confidential Information for the purpose of competing with the Disclosing Party, and (v) control any copies or lists of any Confidential Information supplied by the Disclosing Party in the same manner as the Disclosing Party treats the original of such Confidential Information.

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13.3          The Parties acknowledge that in their respective businesses they deal with other entities as clients or customers that are active in the container leasing and container investment industries; that Confidential Information received from the Disclosing Party will be utilized in making business decisions; and that such internal utilization of Confidential Information is not, in itself, a violation of this Agreement. However, both Parties, in their roles as Receiving Party, shall not disclose Confidential Information supplied by a Disclosing Party to any third party entity, except as permitted by Section 13.4.

13.4          Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information supplied by the Disclosing Party to any Affiliate, lender, agent, professional advisor or representative of the Receiving Party who: (i) uses the Confidential Information only in the discharge of his or her duties on behalf of the Receiving Party, (ii) agrees to keep the Confidential Information confidential, (iii) is provided with a copy of the provisions of this Section 13, and agrees to be bound by the terms and conditions hereof to the same extent as if such employee, agent or representative was a party hereto; (iv) subject to Section 13.5, to the extent required by law, legal process, or to enforce the terms of this Agreement. Each Party will be responsible for any breach of the terms of this Section 13 by itself or by its employees, agents or representatives; and (v) to the extent that such Receiving Party is entitled to disclose such Confidential Information pursuant to Section 9.12 of the Note Purchase Agreement.

13.5          In the event that the Receiving Party or any of its employees, agents or representatives is requested or required in legal proceedings, subpoena, civil investigations or other similar process or otherwise by applicable law or regulations to (i) disclose the fact that Confidential Information supplied by the Disclosing Party has been made available to any third person or entity, or (ii) disclose any of the Confidential Information, the Receiving Party shall provide the Disclosing Party with written notice of any such request or requirement prior to disclosure of any Confidential Information. If the Receiving Party or any of its employees, agents or representatives is legally compelled to disclose Confidential Information, the Receiving Party shall at the expense and direction of the Disclosing Party use its best efforts to obtain a protective order, or the equivalent, to preserve the confidentiality of the Confidential Information to the greatest extent possible.

13.6          It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Section 13 by the Receiving Party or any Affiliate, employee, agent or representative of such Party or of such Affiliate, and that the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, without the necessity of proving damages, posting any bond or other security, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 13, but shall be cumulative and in addition to all other remedies available at law or in equity.

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13.7          The provisions of this Section 13 shall survive for a period of two (2) year after the expiration or termination of this Agreement.

13.8          Nothing herein shall prohibit Issuer to lease, sell or use otherwise Containers after termination of the Agreement.

13.9          Issuer acknowledges that all information provided to it pursuant to Section 8 constitutes Manager’s confidential trade secrets, and agree not to disclose such information to any party without the written consent of Manager (other than to a lender that loans funds to Issuer to refinance Issuer’s purchase of the Containers, provided however, that any lender so refinancing Issuer’s purchase of the Containers shall be bound by the provisions under this Section 13.9) However, Manager hereby agrees that Issuer may distribute financial information relating to Issuer’s Fleet to Issuer’s stockholder (it being understood, however, that information pertaining to Manager’s Fleet shall not be so-distributed).

14.           Representations, Warranties and Covenants.

14.1          Manager represents and warrants to Issuer that:

(a)            Manager is an international business company duly organized, validly existing and in compliance under the laws of Barbados and that its principal place of business is located in St. Michael, Barbados.

(b)            Manager has the power and authority to enter into and perform its obligations under this Agreement, and all requisite corporate authorizations have been given for it to enter into and perform all obligations under this Agreement. Upon due execution and delivery hereof, this Agreement will constitute the valid, legally binding and enforceable obligation of Manager, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c)            The Manager has not breached its articles of incorporation or bye-laws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs or any Applicable Laws and regulations of Barbados in such manner as would in any such case have a materially adverse effect on its ability to perform its obligations under this Agreement.

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(d)            The consummation of the transactions contemplated by and the fulfillment of the terms of this Agreement and the other Related Documents will not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under, the articles of incorporation or bye-laws of Manager, or any material term of any indenture, agreement, mortgage, deed of trust, or other instrument to which Manager is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust, or other instrument, or violate any law or any order, rule, or regulation applicable to Manager of any court or of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over Manager or any of its properties.

(e)            There are (i) no proceedings or investigations pending, or, to the knowledge of Manager, threatened, before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority (A) asserting the invalidity of this Agreement or any other Related Document, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Related Document, or (C) seeking any determination or ruling that might materially and adversely affect the performance by Manager of its obligations under, or the validity or enforceability of, this Agreement or any other Related Document; and (ii) no injunctions, writs, restraining orders or other orders in effect against Manager that would adversely affect its ability to perform under this Agreement or any other Related Document.

(f)            Except for the execution of Leases and the sale of Issuer Containers as expressly set forth in this Agreement, Manager will not bind the Issuer through its activities pursuant to this Agreement contractually or otherwise.

14.2         Sub-Manager represents and warrants to Issuer that:

(a)            Sub-Manager is a corporation duly organized, validly existing and in compliance under the laws of Delaware, USA and that its principal place of business is located in San Francisco, California, USA.

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(b)            Sub-Manager has the power and authority to enter into and perform its obligations under this Agreement, and all requisite corporate authorizations have been given for it to enter into and perform all obligations under this Agreement. Upon due execution and delivery hereof, this Agreement will constitute the valid, legally binding and enforceable obligation of Sub-Manager, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c)            The Sub-Manager has not breached its Certificate of Incorporation, Bylaws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs or any Applicable Laws and regulations of Bermuda in such manner as would in any such case have a materially adverse effect on its ability to perform its obligations under this Agreement.

(d)            The consummation of the transactions contemplated by and the fulfillment of the terms of this Agreement and the other Related Documents will not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under, the Certificate of Incorporation or Bylaws of Sub-Manager, or any material term of any indenture, agreement, mortgage, deed of trust, or other instrument to which Sub-Manager is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust, or other instrument, or violate any law or any order, rule, or regulation applicable to Sub-Manager of any court or of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over Manager or any of its properties.

(e)            There are (i) no proceedings or investigations pending, or, to the knowledge of Manager, threatened, before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority (A) asserting the invalidity of this Agreement or any other Related Document, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Related Document, or (C) seeking any determination or ruling that might materially and adversely affect the performance by Manager of its obligations under, or the validity or enforceability of, this Agreement or any other Related Document; and (ii) no injunctions, writs, restraining orders or other orders in effect against Manager that would adversely affect its ability to perform under this Agreement or any other Related Document.

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(f)             Except as expressly set forth in this Agreement, Manager will not bind the Issuer through its activities pursuant to this Agreement contractually or otherwise.

14.3         Issuer represents and warrants to Manager and Sub-Manager that:

(a)            Issuer is a company duly incorporated, validly existing and in compliance under the laws of Bermuda.

(b)            Issuer has the power and authority to enter into and perform its obligations under this Agreement, and all requisite corporate or other organizational authorizations have been given for it to enter into and perform all obligations under this Agreement. Upon due execution and delivery hereof this Agreement will constitute the valid, legally binding and enforceable obligation of Issuer, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c)            Issuer is not insolvent and will not be rendered insolvent by the transactions contemplated by the Agreement; Issuer is paying its debts as they become due and has adequate capital and financial resources to conduct its business and to perform its obligations under this Agreement.

14.4         Neither Manager nor Sub-Manager will, prior to the date that is one (1) year and one (1) day after the payment in full of the Aggregate Outstanding Obligations, institute against Issuer, or join any other Person in instituting against Issuer, an Insolvency Proceeding. This Section 14.4 shall survive the termination of this Agreement.

15.            Notices.

(a)            Any notice, demand, request or other document which, under the terms of this Agreement, must or may be sent by any Party to the other Party/ies, including legal notices, must be in writing and may be transmitted by personal delivery, fax, registered mail, or courier at the Parties’ respective addresses as listed below. Any notice so transmitted will be deemed to have been received when actually received.

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If to Manager:

Container Applications Limited

Suite 102

Corporate Centre

Bush Hill, Bay Street

St, Michael

Barbados, West Indies

Fax Number – 1-246-430-5312

If to Sub-Manager:

CAI International, Inc.

Steuart Tower

1 Market Plaza, Suite 900

San Francisco, CA 94105

USA

Attn: CEO and CFO

Telephone: (415) 788-0100

Fax Number: ( 415) 788-3430

If to Issuer:

CAL Funding I Limited

Clarendon House

2 Church Street

Hamilton HM 11, Bermuda

Attn: The Secretary

Telephone: (441) 295-5950

Fax Number(441) 292-4720

With a copy to:

CAI International, Inc.

1 Market Plaza, Suite 900

San Francisco, CA 94105

Attention: CEO and CFO

Telephone: (415) 788-0100

Fax Number: (415) 788-3430

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If to the Indenture Trustee or the Administrative Agent at the address set forth in the Indenture and the Related Documents.

Any Party may change its own address by written notice given to all other Parties in the manner set forth above.

(b)            Manager, for purposes of complying with the laws of the State of California as set for in Section 16.11 hereof, hereby irrevocably appoints Sub-Manager, its agent in the State of New York upon whom may be served any notice, process or pleading in any action or proceeding against Manager arising out of, or in connection with, this Agreement, the Purchase Agreements or any other documents or agreements entered into by the parties hereto with respect to this Agreement, and Manager does hereby consent that any such action or proceeding against it may be commenced in the court of competent jurisdiction and proper venue pursuant to Section 16.11 hereof by service of process upon the Sub-Manager with the same effect as if Manager was organized or created under the laws of California and have been served lawfully with process in that State. A copy of any notice, process or pleading served hereunder shall be mailed to Manager’s address listed above.

16.           Miscellaneous.

16.1          Additional Assurances. Issuer on the one hand and Manager and Sub-Manager on the other hand shall each perform such additional acts and execute such additional documents as may reasonably be necessary to implement the intent of, and consummate the transactions contemplated by this Agreement.

16.2          Limited Invalidity and Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforce­ability of the remaining provisions of this Agreement (including, without limitation, each surviving portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each surviving portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

16.3          Intercreditor Agreement. Issuer acknowledges that it shall become a signatory to the Intercreditor Agreement as a condition to the Indenture. Issuer agrees that Manager shall have no liability to Issuer for complying with the terms of the Intercreditor Agreement. Except as otherwise expressly provided in the Intercreditor Agreement, the rights, powers, privileges and remedies granted to the Issuer under this Agreement regarding the exercise of remedies against the Containers are subject to the Intercreditor Agreement. Without limiting the foregoing, to the extent that any of the obligations of Manager or Sub-Manager (as the case may be) under the Intercreditor Agreement are inconsistent with the obligations of Manager or Sub-Manager (as the case may be) under this Agreement, the Intercreditor Agreement shall be deemed to amend and supersede this Agreement.

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16.4          .               Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of, and be enforceable by, Issuer on the one hand and Manager and Sub-Manager on the other hand and their respective successors in interest or permitted assigns; provided, however, that subject to Sections 2.4 and 3.3 hereof no Party may delegate its obligations hereunder without the prior written consent of the other Parties.

16.5          Waiver and Amendments. Any waiver of any term or condition contained in this Agreement by any Party to this Agreement (including any extension of time required for performance) shall be effective only if in writing and shall not be construed as a waiver of a subsequent breach or failure of the same term or condition or as a waiver of any other term or condition contained in this Agreement. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof. This Agreement may not be amended or modified except by an instrument in writing signed by the Parties hereto. The Manager hereby acknowledges and agrees that Issuer shall assign all of its rights, title and interest under this Agreement to the Indenture Trustee, for the benefit of the Persons set forth in the Indenture. Manager hereby consents to such assignment.

16.6          Waiver. Subject to Section 16.5, waiver of any term or condition of this Agreement (including any extension of time required for performance) shall be effective only if in writing and shall not be construed as a waiver of any subsequent breach or waiver of the same term or condition or a waiver of any other term or condition of this Agreement. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver hereof.

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16.7          Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

16.8          Entire Agreement; Amendment. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof. The terms of this Agreement may be amended, modified or waived only by a written instrument signed by the Manager and the Issuer and only (i) upon prior satisfaction of the Rating Agency Condition and (ii) with the prior written consent of the Indenture Trustee (acting at the direction of the Requisite Global Majority). The Issuer shall forward copies of any amendment to this Agreement to the Rating Agencies, the Administrative Agent and the Indenture Trustee.

16.9          Titles and Headings. The titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

16.10        Entire Agreement. This Agreement constitutes the entire agreement and understanding between Issuer on the one hand and Manager and Sub-Manager on the other hand with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings relating to the subject matter hereof. Subject to Section 16.4 above, the terms of this Agreement may not be contradicted by evidence of any prior or contemporaneous agreement. All schedules attached hereto or referred to herein are incorporated herein by this reference. To the extent the terms and conditions of the Services Agreements conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control. Without limiting the foregoing, any rights of the Manager or the Sub-Manager under the Services Agreements, insofar as the Services Agreements relate to the Containers, shall be subject and subordinate to the rights of the Issuer hereunder.

16.11        Counterparts. This Agreement may be signed in multiple counter­parts each of which shall constitute an original instrument, but all of which together shall constitute but one and the same instrument.

16.12        Signatures. Any signature required with respect to this Agreement may be provided via facsimile, provided that the originals of such signatures are supplied by the Party executing via facsimile to the other Parties promptly thereafter.

16.13        Governing Law; Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA. The parties hereto agree to put any dispute under this Agreement to arbitration before the International Chamber of Commerce in San Francisco, California. To the extent that (notwithstanding the foregoing sentence) it is necessary to utilize the services of a court, the parties hereby submit to the exclusive jurisdiction of the courts of the United States of America, located in the Northern District of California or to the extent that such courts do not have jurisdiction, to the courts of the State of California, located in San Francisco, California.

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16.14        Independent Contractor Relationship, Not a Partnership. The Parties each acknowledge and agree that this Agreement is intended solely to establish a principal-independent contractor relationship and is not intended to create a partnership, joint venture, association, employee -employer relationship or other entity or venture between or among Issuer, Manager, Sub-Manager and their respective Affiliates or any other 3rd party engaged by any of them.

16.15        Interest on Overdue Payments. If either Party fails to pay any amounts hereunder when due, such Party shall pay interest on such amounts due at an annual rate equal to the then Base Rate plus 2.0 percentage points.

16.16        Currency. All fees, costs, expenses, payments and proposals will be expressed in United States Dollars unless otherwise stated. All costs, fees, expenses and payments related to this Agreement must be paid in United States Dollars unless otherwise agreed in writing by both Parties.

16.17        Third Party Beneficiaries. Each of the Administrative Agent and the Indenture Trustee and the Manager Transfer Facilitator are express third party beneficiaries of this Agreement and, as such, shall have full power and authority to enforce the provisions of this Agreement against the parties hereto.

16.18        Force Majeure. No party shall be deemed to have defaulted in its obligations under this Agreement by reason of any event beyond its reasonable control ("Force Majeure"), including, without limitation, acts of God, wars, acts of a public enemy, acts of the Governments of any state or political subdivision or any department or regulatory agency thereof or entity created thereby (whether or not valid), fires, floods, explosions, or other catastrophes, epidemics or quarantine restrictions. Force Majeure shall excuse performance only during the continuance of the Force Majeure event, but in no event for more than thirty (30) days. The party claiming a Force Majeure event must promptly provide notice to the other party of the Force Majeure event.

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16.19        Authority. Manager shall have no duty to inquire as to the actual authority of any representative of Issuer to take any action permitted or required under this Agreement unless Manager has received written instructions executed by an officer of Issuer specifically identifying and limiting the representatives who are authorized to act on Issuer’s behalf with respect to the subject matter of this Agreement.

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Execution

IN WITNESS WHEREOF, the Parties hereto have executed this Container Management Services Agreement as of the day and year first above written.

Container Applications Limited

By:

Name:

Title:

Date:

CAI International, Inc.

By:

Name:

Title:

Date:

Separate Notary Acknowledgement Page for Each Signer

Execution

IN WITNESS WHEREOF, the Parties hereto have executed this Container Management Services Agreement as of the day and year first above written.

CAL Funding I Limited

By:

Name:

Title:

Date:

Separate Notary Acknowledgement Page for Each Signer

Acknowledgment

The undersigned, Wells Fargo Bank, National Association, not in its individual capacity, but as Indenture Trustee under the Indenture referred to above, hereby acknowledges and agrees with the provisions of the Container Management Services Agreement, of which it is a third party beneficiary..

Wells Fargo Bank, National Association, as Indenture Trustee

By:

Name:

Title:

Date:

Separate Notary Acknowledgement Page for Each Signer

INDEX OF EXHIBITS

A. List of SCU and TEU for each Container Type

B. Form of Asset Base Report

C. Form of Manager Report

Exhibit A

CEU and TEU per Container type (Equivalent definitional term to SCU or FEU)

Equipment Number Code	Equipment Description	TEU Weighting	CEU Weighting
12	12 Foot Storage Container	1.00	1.00
20	20 Foot Dry Van Container	1.00	1.00
21	20 Foot High Cube Dry Van Container	1.00	1.30
22	20 Foot Refrigerated Container	1.00	6.50
23	20 Foot Steel Floor Dry Van Container	1.00	1.00
24	24 Foot Storage Container	1.00	1.00
26	20 Foot Open Top Container	1.00	1.50
27	20 Foot Convertible Open Top Container	1.00	1.50
28	20 Foot Hard Top Open Top Container	1.00	1.50
29	20 Foot Box Container	1.00	1.00
40	40 Foot Dry Van Container	1.00	1.60
41	40 Foot High Cube Dry Van Container	2.00	1.70
43	40 Foot High Cube Refrigerated Container	2.00	8.50
44	40 Foot Collapsible Flat Rack	2.00	1.00
45	40 Foot Fixed End Flat Rack	2.00	3.00
46	40 Foot Open Top Container	2.00	2.50
47	40 Foot Stackable Flat Rack	2.00	4.00
48	45 Foot High Cube Container	2.00	2.20
49	40 Foot Open Side Container	2.00	2.00
50	40 Foot Convertible High Open Top	2.00	1.00
51	40 Foot Standard Palletwide Container	2.00	2.00
52	40 High Cube Palletwide Container	2.00	2.00
60	40 Foot 9’6” Palletwide Conatiner	2.00	2.00
61	40 Foot 8’6” Palletwide CPC	2.00	2.00
62	45 Foot 9’6” Palletwide CPC	2.00	2.00
63	45 Foot 9’6” Palletwide C32	2.00	2.00
64	45 Foot 9’6” Palletwide C44	2.00	2.00
65	45 Foot 9’6” Pallewide	2.00	2.00
66	13.6 Meter Box	2.00	2.00
G1	Genset – Under/CM	2.00	6.00
G2	Genset - Clip	2.00	1.00
H4	40 Foot Hanger Container	2.00	1.00
M2	20 Foot Modular Container	1.00	1.00
R0	40 Foot 100 Ton Rolltrailer	2.00	2.00
R2	40 Foot 120 Ton Rolltrailer	2.00	2.00
R6	40 Foot 60 Ton Rolltrailer	2.00	2.00
R7	40 Foot 70 Ton Rolltrailer	2.00	2.00

R8	40 Foot 80 Ton Rolltrailer	2.00	2.00
S4	40 Foot Swap Body	2.00	3.50
SA	BDF Turen WB	1.00	1.00
SB	BDF Rolltor WB	1.00	1.00
SC	BDF Planen WB	1.00	1.00
SD	782Jumbo Rolltor	1.00	1.00
SE	Jumbor Rolltor	1.00	1.00
SF	782 Automobile	1.00	1.00
T2	20 Foot Tote Bin	1.00	5.00

Exhibit B

Asset Base Report

Exhibit C

Manager Report

EX-99.7

Exhibit 99.7

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED FOR SALE, TRANSFER OR ASSIGNMENT UNLESS (1) SO REGISTERED OR THE TRANSACTION RELATING THERETO SHALL BE EXEMPT WITHIN THE MEANING OF SUCH ACT AND THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION ADOPTED THEREUNDER AND (2) SUCH TRANSACTION COMPLIES WITH THE PROVISIONS SET FORTH IN SECTION 205 OF THE INDENTURE. BECAUSE OF THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING THIS NOTE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY INQUIRY TO THE INDENTURE TRUSTEE.

CAL FUNDING I LIMITED

SECURED NOTE,

SERIES 2011-1

Up to $100,000,000.00 No. 1

September __, 2011

KNOW ALL PERSONS BY THESE PRESENTS that CAL Funding I Limited, a limited liability company incorporated and existing under the laws of Bermuda (the “Issuer”); for value received, hereby promises to pay to BANK OF AMERICA, NATIONAL ASSOCIATION, or registered assigns, at the principal corporate trust office of the Indenture Trustee named below, (i) the principal sum of up to One Hundred Million Dollars ($100,000,000.00), which sum shall be payable on the dates and in the amounts set forth in the Indenture, dated as of September [  ], 2011 (as amended, restated, supplemented or modified from time to time, the “Indenture”), and the Series 2011-1 Supplement, dated as of September [  ], 2011 (as amended, restated, supplemented or modified from time to time, the “Series 2011-1 Supplement”), each between the Issuer and Wells Fargo Bank, National Association and (ii) interest on the outstanding principal amount of this Series 2011-1 Note on the dates and in the amounts set forth in the Indenture and the Series 2011-1 Supplement. A record of each Series 2011-1 Advance, Prepayment and repayment shall be made by the related Deal Agent and absent manifest error such record shall be conclusive.  Capitalized terms not otherwise defined herein will have the meaning set forth in the Indenture and the Series 2011-1 Supplement.

Payment of the principal of and interest on this Series 2011-1 Note shall be made in lawful money of the United States of America which at the time of payment is legal tender for payment of public and private debts. The principal balance of, and interest on, this Series 2011-1 Note is payable at the times and in the amounts set forth in the Indenture and the Series 2011-1 Supplement by wire transfer of immediately available funds to the account designated by the Holder of record on the immediately preceding Record Date.

1

This Series 2011-1 Note is one of the authorized notes identified in the title hereto and issued in the aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000.00) pursuant to the Indenture and the Series 2011-1 Supplement.

The Series 2011-1 Notes shall be an obligation of the Issuer and shall be secured by the Collateral, all as defined in, and subject to limitations set forth in, the Indenture and the Series 2011-1 Supplement.

This Series 2011-1 Note is transferable as provided in the Indenture and the Series 2011-1 Supplement, subject to certain limitations therein contained, only upon the books for registration and transfer kept by the Indenture Trustee, and only upon surrender of this Series 2011-1 Note for transfer to the Indenture Trustee duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Indenture Trustee duly executed by, the registered Holder hereof or his attorney duly authorized in writing. The Indenture Trustee or the Issuer may require payment by the Holder of a sum sufficient to cover any tax, expense, or other governmental charge payable in connection with any transfer or exchange of this Series 2011-1 Note.

The Issuer, the Indenture Trustee and any agent of the Issuer may treat the person in whose name this Series 2011-1 Note is registered as the absolute owner hereof for all purposes, and neither the Issuer, the Indenture Trustee, nor any other such agent shall be affected by notice to the contrary.

This Series 2011-1 Note is subject to Prepayment, at the times and subject to the conditions set forth in the Indenture and the Series 2011-1 Supplement.

If an Event of Default or Early Amortization Event shall occur and be continuing, the principal of and accrued interest on this Series 2011-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 2011-1 Supplement.

The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures with the consent of the Requisite Global Majority, in certain specifically described instances. Any consent given by the Requisite Global Majority shall be conclusive and binding upon the Holder of this Series 2011-1 Note and on all future holders of this Series 2011-1 Note and of any Series 2011-1 Note issued in lieu hereof whether or not notation of such consent is made upon this Series 2011-1 Note. Supplements and amendments to the Indenture and the Series 2011-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2011-1 Supplement.

The Holder of this Series 2011-1 Note shall have no right to enforce the provisions of the Indenture or the Series 2011-1 Supplement or to institute action to enforce the covenants, or to take any action with respect to a default under the Indenture or the Series 2011-1 Supplement, or to institute, appear in or defend any suit or other Proceedings with respect thereto, except as provided under certain circumstances described in the Indenture and the Series 2011-1 Supplement; provided, however, that nothing contained in the Indenture or the Series 2011-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the principal of and interest on this Series 2011-1 Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any applicable bankruptcy or similar law, at any time other than at such time as: permitted by Section 1311 of the Indenture.

2

All terms and provisions of the Indenture and the Series 2011-1 Supplement are herein incorporated by reference as if set forth herein in their entirety.

IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to the execution and delivery of the Indenture and the Series 2011-1 Supplement and the issuance of this Series 2011-1 Note and the issue of which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by law.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized officers, this Series 2011-1 Note shall not be entitled to any benefit under the Indenture or the Series 2011-1 Supplement, or be valid or obligatory for any purpose.

3

IN WITNESS WHEREOF, CAL Funding I Limited has caused this Series 2011-1 Note to be duly executed by its duly authorized representative, on this ___ day of ________, 2011.

CAL FUNDING I LIMITED

By:

Name:

Title:

This Note is one of the Series 2011-1 Notes described in the within-mentioned Indenture and the Series 2011-1 Supplement.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee

By:

Name:

Title:

4

EX-99.8

Exhibit 99.8

CAI International, Inc. Announces the Closing of $100 Million in Asset-Backed Securitization Warehouse Notes

SAN FRANCISCO--(BUSINESS WIRE) -- CAI International, Inc. (CAI) (NYSE: CAP), one of the world’s leading lessors of intermodal freight containers, today announced that on September 9, 2011, CAL Funding I Limited, a wholly-owned indirect subsidiary of CAI, entered into a credit facility for $100 million of asset-backed warehouse notes. There was no funding under the facility at closing but the commitment to fund under the notes is available until September 8, 2013.  The interest rate under the notes is LIBOR plus 2.50% during the initial two-year funding period.  If the notes are not refinanced or renewed during this two-year period, the facility is structured to amortize over a term that is scheduled to be ten years, but not to exceed 15 years.

Victor Garcia, President and Chief Executive Officer of CAI, commented, “This new $100 million warehouse facility significantly expands our access to capital and positions CAI to continue its investment plans into 2012.  This new credit facility complements our existing $330 million revolving credit facility.  Bank of America Merrill Lynch is the sole arranger under the facility and we would like to thank the bank for the continued support and confidence that it has shown in providing this commitment to CAI.”

About CAI International, Inc.

CAI is one of the world’s leading managers and lessors of intermodal freight containers.  As of June 30, 2011, the company operated a worldwide fleet of approximately 884,000 TEUs of containers through 12 offices located in ten countries including the United States.

This press release contains forward-looking statements regarding future events and the future performance of CAI International, Inc. These statements are forward looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 and involve risks and uncertainties that could cause actual results of operations and other performance measures to differ materially from current expectations including, but not limited to, utilization rates, expected economic conditions, availability of credit on commercially favorable terms or at all, customer demand, container investment levels, container prices, lease rates, increased competition, volatility in exchange rates, and others.  CAI refers you to the documents that it has filed with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2010 and its interim reports on Form 10-Q and its reports on Form 8-K. These documents contain additional important factors that could cause actual results to differ from current expectations and from forward-looking statements contained in this press release.  Furthermore, CAI is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements contained in this press release whether as a result of new information, future events or otherwise, unless required by law.