Common use of Conditions of the Initial Purchaser’s Obligation Clause in Contracts

Conditions of the Initial Purchaser’s Obligation. The obligations of the Initial Purchaser to purchase and pay for Notes in an amount equal to the principal amount set forth on Schedule I hereto opposite its name shall, in its sole discretion, be subject to the following conditions: (a) The Issuer shall have (i) caused all Uniform Commercial Code financing statements (or documents of similar import) required to perfect the first priority security interest of the Indenture Trustee pursuant to the Indenture in the Collateral and related items, in each case, to be duly filed in the manner required by the laws of each appropriate jurisdiction. (b) All corporate and other proceedings in connection with the transactions contemplated hereby and by the Series 2010-2 Transaction Documents and all documents and Notes incident thereto shall be reasonably satisfactory in form and substance to the Initial Purchaser and its counsel, and the Initial Purchaser shall have received any other documents incident to the transactions contemplated hereby and by the Series 2010-2 Transaction Documents that the Initial Purchaser or its counsel shall reasonably request. The Initial Purchaser or its counsel shall have received on the Closing Date certified copies of all documents evidencing corporate or other organizational action taken by the Issuer, the Manager and the Indenture Trustee to approve the execution and delivery of this Agreement and the Series 2010-2 Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby. (c) Immediately prior to the sale of the Notes to the Initial Purchaser, the Notes shall have been executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, and this Agreement and each of the Series 2010-2 Transaction Documents that are to be executed and delivered on or prior to the Closing Date shall have been executed and delivered. The Initial Purchaser and the Indenture Trustee shall have received on the Closing Date a fully executed counterpart original and any required conformed copies of all Series 2010-2 Transaction Documents delivered on or prior to the Closing Date, and the Indenture Trustee shall have received the Notes. (d) The Initial Purchaser or its counsel shall have received on the Closing Date signature and incumbency certificates executed by Authorized Signatories of the Issuer and the Indenture Trustee certifying the identities and signatures of those officers who executed each of this Agreement and the other Series 2010-2 Transaction Documents delivered in connection with Series 2010-2 to which the Issuer or the Indenture Trustee, as the case may be, is a party. (e) The Notes shall have been rated “A” by S&P, such rating shall be in full force and effect and the Initial Purchaser shall have received letter(s) from S&P dated on or before the Closing Date to such effect. (f) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of the Issuer or the Manager (collectively, a “TAL Person”), (ii) a material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or the establishment of minimum prices on the New York Stock Exchange, (iii) a general moratorium on commercial banking activities declared by any state of the United States or United States authorities, (iv) any material outbreak or material escalation of hostilities, insurrection or armed conflict in which the United States of America is involved, any declaration of war by Congress or any other national or international calamity or emergency that in the sole judgment of the Initial Purchaser makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes, or (v) any material adverse change in financial, political or economic conditions that in the sole judgment of the Initial Purchaser makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes. (g) On the Closing Date, the Initial Purchaser shall have received opinions, dated the Closing Date, addressed to the Initial Purchaser and in form and substance reasonably satisfactory to its counsel, of (i) Xxxxxx Price P.C., counsel to the Issuer and the Manager, as to (A) perfection of the Indenture Trustee’s interest in the Collateral and other UCC matters, (B) “true sale”, substantive consolidation, (C) corporate, tax and other matters, and (D) securities laws matters; (ii) internal counsel of the Manager as to certain matters relating to the Manager; (iii) counsel to the Indenture Trustee, as to certain matters relating to the Indenture Trustee; and (iv) such opinion letters, if any, as shall be delivered to the Rating Agency with respect to matters not addressed in clauses (i) through (iv) above. In addition to the matters set forth above, the opinion letter of Xxxxxx Price P.C. shall also include a statement to the effect that, during the preparation of the Offering Memorandum, such counsel has participated in conferences with officers and other representatives of the independent public accountants for the Issuer, representatives of the Initial Purchaser and counsel for the Initial Purchaser, at which conferences the content of the Offering Memorandum and related matters were discussed. Based upon such participation but without independent review or verification, and without passing upon, and without assuming responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Memorandum, no facts have come to such counsel’s attention which leads it to believe that, at the time the Offering Memorandum (except as to financial statements and related notes, structuring assumptions, financial, accounting and other statistical data and supported schedules included therein or omitted therefrom, as to which such counsel need express no opinion) contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (h) The Initial Purchaser shall have received a letter from an Independent Accountant dated the date of the Preliminary Offering Memorandum (with respect to the Preliminary Offering Memorandum) and the Closing Date (with respect to the Offering Memorandum), in form and substance satisfactory to the Initial Purchaser and its counsel, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to information contained in the Preliminary Offering Memorandum and the Offering Memorandum. (i) The representations and warranties of the Issuer and the Manager contained in this Agreement and in the Series 2010-2 Transaction Documents to which it is a party shall be true and correct in all material respects as of the date hereof and as of the Closing Date; each of the Issuer and the Manager shall have performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder and under the Series 2010-2 Transaction Documents on or prior to the Closing Date. (j) The Initial Purchaser shall have received a certificate of each TAL Person, dated the Closing Date, signed on behalf of each TAL Person (as applicable) by its President or any Vice President and its Chief Financial Officer or if such entity has none, its Treasurer, to the effect that, to the actual knowledge of such person after reasonable inquiry: (i) The representations and warranties of such TAL Person contained in this Agreement and in the Series 2010-2 Transaction Documents to which such TAL Person is a party are true and correct in all material respects as of the Closing Date as if made on such date, such TAL Person has performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its respective part to be performed or satisfied hereunder and under the other Series 2010-2 Transaction Documents on or prior to the Closing Date, and since the date of this Agreement, there has been no material adverse change in the business, condition (financial or otherwise) or results of operations of such TAL Person. (ii) Except as set forth in the Offering Memorandum, since the date of this Agreement, there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of such TAL Person. (k) The Initial Purchaser shall have received confirmation that the Notes have been accepted for clearance of secondary market trading by The Depository Trust Company. (l) The Offering Memorandum shall have been printed and an electronic copy distributed to the Initial Purchaser not later than 5:00 p.m., New York time on October 13, 2010, with paper copies distributed to the Initial Purchaser promptly thereafter, but not later than 5:00 p.m. on October 13, 2010. (m) The Initial Purchaser shall have received from the Issuer a completed and executed Asset Base Certificate as of the Closing Date, evidencing that no Asset Base Deficiency shall exist on such date (after giving effect to the transactions occurring on the Closing Date pursuant to the Series 2010-2 Transaction Documents). (n) The Closing Date shall have occurred. (o) This Agreement has not terminated pursuant to Section 12. The Issuer shall furnish to the Initial Purchaser and the Rating Agency (i) such other agreements, instruments, documents, opinions, certificates, letters and schedules as the Initial Purchaser or their counsel or any Rating Agency or its counsel reasonably may request, and (ii) originals and conformed copies of all opinions, certificates, letters, schedules, agreements, documents and instruments delivered pursuant to this Agreement in the quantities that the Initial Purchaser or the Rating Agencies, as the case may be, may reasonably request.

Conditions of the Initial Purchaser’s Obligation. The obligations of the Initial Purchaser to purchase and pay for Notes in an amount equal to the principal amount set forth on Schedule I hereto opposite its name shall, in its sole discretion, be subject to the following conditions: (a) The Issuer shall have (i) caused all Uniform Commercial Code financing statements (or documents of similar import) required to perfect the first priority security interest of the Indenture Trustee pursuant to the Indenture in the Collateral and related items, in each case, to be duly filed in the manner required by the laws of each appropriate jurisdiction. (b) All corporate and other proceedings in connection with the transactions contemplated hereby and by the Series 20102011-2 1 Transaction Documents and all documents and Notes incident thereto shall be reasonably satisfactory in form and substance to the Initial Purchaser and its counsel, and the Initial Purchaser shall have received any other documents incident to the transactions contemplated hereby and by the Series 20102011-2 1 Transaction Documents that the Initial Purchaser or its counsel shall reasonably request. The Initial Purchaser or its counsel shall have received on the Closing Date certified copies of all documents evidencing corporate or other organizational action taken by the Issuer, the Manager and the Indenture Trustee to approve the execution and delivery of this Agreement and the Series 20102011-2 1 Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby. (c) Immediately prior to the sale of the Notes to the Initial Purchaser, the Notes shall have been executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, and this Agreement and each of the Series 20102011-2 1 Transaction Documents that are to be executed and delivered on or prior to the Closing Date shall have been executed and delivered. The Initial Purchaser and the Indenture Trustee shall have received on the Closing Date a fully executed counterpart original and any required conformed copies of all Series 20102011-2 1 Transaction Documents delivered on or prior to the Closing Date, and the Indenture Trustee shall have received the Notes. (d) The Initial Purchaser or its counsel shall have received on the Closing Date signature and incumbency certificates executed by Authorized Signatories of the Issuer and the Indenture Trustee certifying the identities and signatures of those officers who executed each of this Agreement and the other Series 20102011-2 1 Transaction Documents delivered in connection with Series 20102011-2 1 to which the Issuer or the Indenture Trustee, as the case may be, is a party. (e) The Notes shall have been rated “A” by S&P, such rating shall be in full force and effect and the Initial Purchaser shall have received letter(s) from S&P dated on or before the Closing Date to such effect. (f) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of the Issuer or the Manager (collectively, a “TAL Person”), (ii) a material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or the establishment of minimum prices on the New York Stock Exchange, (iii) a general moratorium on commercial banking activities declared by any state of the United States or United States authorities, (iv) any material outbreak or material escalation of hostilities, insurrection or armed conflict in which the United States of America is involved, any declaration of war by Congress or any other national or international calamity or emergency that in the sole judgment of the Initial Purchaser makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes, or (v) any material adverse change in financial, political or economic conditions that in the sole judgment of the Initial Purchaser makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes. (g) On the Closing Date, the Initial Purchaser shall have received opinions, dated the Closing Date, addressed to the Initial Purchaser and in form and substance reasonably satisfactory to its counsel, of (i) Xxxxxx Price P.C., counsel to the Issuer and the Manager, as to (A) perfection of the Indenture Trustee’s interest in the Collateral and other UCC matters, (B) “true sale”, substantive consolidation, (C) corporate, tax and other matters, and (D) securities laws matters; (ii) internal counsel of the Manager as to certain matters relating to the Manager; (iii) counsel to the Indenture Trustee, as to certain matters relating to the Indenture Trustee; and (iv) such opinion letters, if any, as shall be delivered to the Rating Agency with respect to matters not addressed in clauses (i) through (iv) above. In addition to the matters set forth above, the opinion letter of Xxxxxx Price P.C. shall also include a statement to the effect that, during the preparation of the Offering Memorandum, such counsel has participated in conferences with officers and other representatives of the independent public accountants for the Issuer, representatives of the Initial Purchaser and counsel for the Initial Purchaser, at which conferences the content of the Offering Memorandum and related matters were discussed. Based upon such participation but without independent review or verification, and without passing upon, and without assuming responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Memorandum, no facts have come to such counsel’s attention which leads it to believe that, at the time the Offering Memorandum (except as to financial statements and related notes, structuring assumptions, financial, accounting and other statistical data and supported schedules included therein or omitted therefrom, as to which such counsel need express no opinion) contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (h) The Initial Purchaser shall have received a letter from an Independent Accountant dated the date of the Preliminary Offering Memorandum (with respect to the Preliminary Offering Memorandum) and the Closing Date (with respect to the Offering Memorandum), in form and substance satisfactory to the Initial Purchaser and its counsel, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to information contained in the Preliminary Offering Memorandum and the Offering Memorandum. (i) The representations and warranties of the Issuer and the Manager contained in this Agreement and in the Series 20102011-2 1 Transaction Documents to which it is a party shall be true and correct in all material respects as of the date hereof and as of the Closing Date; each of the Issuer and the Manager shall have performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder and under the Series 20102011-2 1 Transaction Documents on or prior to the Closing Date. (j) The Initial Purchaser shall have received a certificate of each TAL Person, dated the Closing Date, signed on behalf of each TAL Person (as applicable) by its President or any Vice President and its Chief Financial Officer or if such entity has none, its Treasurer, to the effect that, to the actual knowledge of such person after reasonable inquiry: (i) The representations and warranties of such TAL Person contained in this Agreement and in the Series 20102011-2 1 Transaction Documents to which such TAL Person is a party are true and correct in all material respects as of the Closing Date as if made on such date, such TAL Person has performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its respective part to be performed or satisfied hereunder and under the other Series 20102011-2 1 Transaction Documents on or prior to the Closing Date, and since the date of this Agreement, there has been no material adverse change in the business, condition (financial or otherwise) or results of operations of such TAL Person. (ii) Except as set forth in the Offering Memorandum, since the date of this Agreement, there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of such TAL Person. (k) The Initial Purchaser shall have received confirmation that the Notes have been accepted for clearance of secondary market trading by The Depository Trust Company. (l) The Offering Memorandum shall have been printed and an electronic copy distributed to the Initial Purchaser not later than 5:00 8:00 p.m., New York time on October 13January 14, 20102011, with paper copies distributed to the Initial Purchaser promptly thereafter, but not later than 5:00 p.m. on October 13January 18, 20102011. (m) The Initial Purchaser shall have received from the Issuer a completed and executed Asset Base Certificate as of the Closing Date, evidencing that no Asset Base Deficiency shall exist on such date (after giving effect to the transactions occurring on the Closing Date pursuant to the Series 20102011-2 1 Transaction Documents). (n) The Closing Date shall have occurred. (o) This Agreement has not terminated pursuant to Section 12. The Issuer shall furnish to the Initial Purchaser and the Rating Agency (i) such other agreements, instruments, documents, opinions, certificates, letters and schedules as the Initial Purchaser or their counsel or any Rating Agency or its counsel reasonably may request, and (ii) originals and conformed copies of all opinions, certificates, letters, schedules, agreements, documents and instruments delivered pursuant to this Agreement in the quantities that the Initial Purchaser or the Rating Agencies, as the case may be, may reasonably request.

Conditions of the Initial Purchaser’s Obligation. The obligations of the Initial Purchaser to purchase and pay for Notes in an amount equal to the principal amount set forth on Schedule I hereto opposite its name shall, in its sole discretion, be subject to the following conditions: (a) The Issuer shall have (i) caused all Uniform Commercial Code financing statements (or documents of similar import) required to perfect the first priority security interest of the Indenture Trustee pursuant to the Indenture in the Collateral and related items, in each case, to be duly filed in the manner required by the laws of each appropriate jurisdiction. (b) All corporate and other proceedings in connection with the transactions contemplated hereby and by the Series 20102013-2 Transaction Documents and all documents and Notes incident thereto shall be reasonably satisfactory in form and substance to the Initial Purchaser and its counsel, and the Initial Purchaser shall have received any other documents incident to the transactions contemplated hereby and by the Series 20102013-2 Transaction Documents that the Initial Purchaser or its counsel shall reasonably request. The Initial Purchaser or its counsel shall have received on the Closing Date certified copies of all documents evidencing corporate or other organizational action taken by the Issuer, the Manager and the Indenture Trustee to approve the execution and delivery of this Agreement and the Series 20102013-2 Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby. (c) Immediately prior to the sale of the Notes to the Initial Purchaser, the Notes shall have been executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, and this Agreement and each of the Series 20102013-2 Transaction Documents that are to be executed and delivered on or prior to the Closing Date shall have been executed and delivered. The Initial Purchaser and the Indenture Trustee shall have received on the Closing Date a fully executed counterpart original and any required conformed copies of all Series 20102013-2 Transaction Documents delivered on or prior to the Closing Date, and the Indenture Trustee shall have received the Notes. (d) The Initial Purchaser or its counsel shall have received on the Closing Date signature and incumbency certificates executed by Authorized Signatories of the Issuer and the Indenture Trustee certifying the identities and signatures of those officers who executed each of this Agreement and the other Series 20102013-2 Transaction Documents delivered in connection with Series 20102013-2 to which the Issuer or the Indenture Trustee, as the case may be, is a party. (e) The Class A Notes shall have been rated “AA (sf)” by S&P and the Class B Notes shall have been rated “BBB (sf)” by S&P, such rating ratings shall be in full force and effect and the Initial Purchaser shall have received letter(s) from S&P dated on or before the Closing Date to such effect. (f) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of the Issuer or the Manager (collectivelyeach, a “TAL Person” and collectively “TAL Persons”), or the assets, (ii) a material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or the establishment of minimum prices on the New York Stock Exchange, (iii) a general moratorium on commercial banking activities declared by any state of the United States or United States authorities, (iv) any material outbreak or material escalation of hostilities, insurrection or armed conflict in which the United States of America is involved, any declaration of war by Congress or any other national or international calamity or emergency that in the sole judgment of the Initial Purchaser makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes, or (v) any material adverse change in financial, political or economic conditions that in the sole judgment of the Initial Purchaser makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes. (g) On the Closing Date, the Initial Purchaser shall have received opinions, dated the Closing Date, addressed to the Initial Purchaser and in form and substance reasonably satisfactory to its counsel, of (i) Xxxxxx Price Veddxx Xxxce P.C., counsel to the Issuer and the Manager, as to (A) perfection of the Indenture Trustee’s interest in the Collateral and other UCC matters, (B) “true sale”, substantive consolidation, (C) corporate, tax and other matters, and (D) securities laws matters; (ii) internal counsel of the Manager as to certain matters relating to the Manager; (iii) counsel to the Indenture Trustee, as to certain matters relating to the Indenture Trustee; and (iv) such opinion letters, if any, as shall be delivered to the Rating Agency with respect to matters not addressed in clauses (i) through (iv) above. In addition to the matters set forth above, the opinion letter of Xxxxxx Price Veddxx Xxxce P.C. shall also include a statement to the effect that, during the preparation of the Offering Memorandum, such counsel has participated in conferences with officers and other representatives of the independent public accountants for the Issuer, representatives of the Initial Purchaser and counsel for the Initial Purchaser, at which conferences the content of the Offering Memorandum and related matters were discussed. Based discussed and that based upon such participation but without independent review or verification, and without passing upon, and without assuming responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Memorandum, no facts have come to such counsel’s attention which leads it to believe that, at the time Time of Sale and the date of the Offering Memorandum (except as to financial statements and related notes, structuring assumptions, financial, accounting and other statistical data and supported schedules included therein or omitted therefrom, as to which such counsel need express no opinion) contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (h) The Initial Purchaser shall have received a letter from an Independent Accountant dated the date of the Preliminary Offering Memorandum (with respect to the Preliminary Offering Memorandum) and the Closing Date (with respect to the Offering Memorandum), in form and substance satisfactory to the Initial Purchaser and its counsel, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to information contained in the Preliminary Offering Memorandum and the Offering Memorandum. (i) The representations and warranties of the Issuer and the Manager contained in this Agreement and in the Series 20102013-2 Transaction Documents to which it is a party shall be true and correct in all material respects as of the date hereof and as of the Closing Date; each of the Issuer and the Manager shall have performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder and under the Series 20102013-2 Transaction Documents on or prior to the Closing Date. (j) The Initial Purchaser shall have received a certificate of each TAL Person, dated the Closing Date, signed on behalf of each TAL Person (as applicable) by its President or any Vice President and its Chief Financial Officer or if such entity has none, its Treasurer, to the effect that, to the actual knowledge of such person after reasonable inquiry: (i) The representations and warranties of such TAL Person contained in this Agreement and in the Series 20102013-2 Transaction Documents to which such TAL Person is a party are true and correct in all material respects as of the Closing Date as if made on such date, such TAL Person has performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its respective part to be performed or satisfied hereunder and under the other Series 20102013-2 Transaction Documents on or prior to the Closing Date, and since the date of this Agreement, there has been no material adverse change in the business, condition (financial or otherwise) or results of operations of such TAL Person. (ii) Except as set forth in the Offering Memorandum, since the date of this Agreement, there has not occurred any material adverse changeMaterial Adverse Change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of such TAL Person. (k) The Initial Purchaser shall have received confirmation that the Notes have been accepted for clearance of secondary market trading by The Depository Trust Company. (l) The Offering Memorandum shall have been printed and an electronic copy distributed to the Initial Purchaser not later than 5:00 2:00 p.m., New York time on October 13November 5, 20102013, with paper copies distributed to the Initial Purchaser promptly thereafter, but not later than 5:00 12:00 p.m. on October 13November 5, 20102013. (m) The Initial Purchaser shall have received from the Issuer a completed and executed Asset Base Certificate as of the Closing Date, evidencing that no Asset Base Deficiency shall exist on such date (after giving effect to the transactions occurring on the Closing Date pursuant to the Series 20102013-2 Transaction Documents). (n) Any Series 2013-2 Transaction Documents which are required to be executed on or prior to the Closing Date that have not been executed by the date of this Agreement will be subject to a condition precedent that requires such agreements to be in form and substance satisfactory to the Initial Purchaser. (o) On or prior to the Closing Date (i) the Issuer or the Seller shall have caused each lender or lenders, or any agent, trustee or similar authorized representative thereof, in any such case that is the named grantee or beneficiary of a consensual security interest in the Managed Containers, related Leases and/or other related assets and property being conveyed by the Seller to the Issuer on the Closing Date, to have executed and delivered to the Seller for the benefit of the Seller and its assignees, a written contractual release of such security interest, in a form satisfactory to the Initial Purchaser, conditioned in each case solely upon the Seller’s delivering or causing to be delivered a wire transfer of immediately available funds to a specified payment account of such lender or lenders or agent, trustee or similar authorized representative of a specified payoff amount and (ii) the Issuer or the Seller on or prior to the Closing Date shall have delivered or caused to be delivered each such specified payoff amount in such immediately available funds to the specified payment account so as to effect the release of security interest described in such applicable contractual release, and which delivery of funds may be made or caused to be made from funds paid by the Issuer to the Seller as consideration for the conveyance of such Managed Containers, related Leases and other related assets and property on the Closing Date. (p) On or before to the Closing Date, the Issuer shall have funded the Series 2013-2 Restricted Cash Account in the amount required by the Series 2013-2 Transaction Documents. (q) On or before the Closing Date, the Issuer or the Seller shall have paid or caused to be paid to the Initial Purchaser the fee compensation and expense amounts and reimbursements described in Section 7 hereof and in the Engagement Letter and/or any other fee letters between the Issuer and/or the Seller, on the one hand, and the Initial Purchaser, on the other hand, in each case as directed by the Initial Purchaser in writing. (r) Since December 31, 2012 no change shall have occurred that, in the judgment of the Initial Purchaser, and no additional information shall become known to the Initial Purchaser that, in the judgment of the Initial Purchaser, has had or could reasonably be expected to have a Material Adverse Effect. (s) The Closing Date shall have occurred. (ot) This Agreement has not terminated pursuant to Section 12. The Issuer shall furnish to the Initial Purchaser and the Rating Agency (i) such other agreements, instruments, documents, opinions, certificates, letters and schedules as the Initial Purchaser or their its counsel or any Rating Agency or its counsel reasonably may request, and (ii) originals and conformed copies of all opinions, certificates, letters, schedules, agreements, documents and instruments delivered pursuant to this Agreement in the quantities that the Initial Purchaser or the Rating Agencies, as the case may be, may reasonably request.

Conditions of the Initial Purchaser’s Obligation. The obligations of the Initial Purchaser Purchasers to purchase and pay for Notes in an amount equal to the principal amount set forth on Schedule I hereto opposite its name shall, in its sole discretion, be subject to the following conditions: (a) The Issuer shall have (i) caused all Uniform Commercial Code financing statements (or documents of similar import) required to perfect the first priority security interest of the Indenture Trustee pursuant to the Indenture in the Collateral and related items, in each case, to be duly filed in the manner required by the laws of each appropriate jurisdiction. (b) All corporate and other proceedings in connection with the transactions contemplated hereby and by the Series 20102014-2 3 Transaction Documents and all documents and Notes incident thereto shall be reasonably satisfactory in form and substance to the Initial Purchaser Purchasers and its their counsel, and the Initial Purchaser Purchasers shall have received any other documents incident to the transactions contemplated hereby and by the Series 20102014-2 3 Transaction Documents that the Initial Purchaser Purchasers or its their counsel shall reasonably request. The Initial Purchaser Purchasers or its their counsel shall have received on the Closing Date certified copies of all documents evidencing corporate or other organizational action taken by the Issuer, the Manager and the Indenture Trustee to approve the execution and delivery of this Agreement and the Series 20102014-2 3 Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby. (c) Immediately prior to the sale of the Notes to the Initial PurchaserPurchasers, the Notes shall have been executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, and this Agreement and each of the Series 20102014-2 3 Transaction Documents that are to be executed and delivered on or prior to the Closing Date shall have been executed and delivered. The Initial Purchaser Purchasers and the Indenture Trustee shall have received on the Closing Date a fully executed counterpart original and any required conformed copies of all Series 20102014-2 3 Transaction Documents delivered on or prior to the Closing Date, and the Indenture Trustee shall have received the Notes. (d) The Initial Purchaser Purchasers or its their counsel shall have received on the Closing Date signature and incumbency certificates executed by Authorized Signatories of the Issuer and the Indenture Trustee certifying the identities and signatures of those officers who executed each of this Agreement and the other Series 20102014-2 3 Transaction Documents delivered in connection with Series 20102014-2 3 to which the Issuer or the Indenture Trustee, as the case may be, is a party. (e) The Class A Notes shall have been rated “AA (sf)” by S&P and the Class B Notes shall have been rated “BBB (sf)” by S&P, such rating ratings shall be in full force and effect and the Initial Purchaser Purchasers shall have received letter(s) from S&P dated on or before the Closing Date to such effect. (f) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of the Issuer or the Manager (collectivelyeach, a “TAL Person” and collectively “TAL Persons”), or the assets, (ii) a material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or the establishment of minimum prices on the New York Stock Exchange, (iii) a general moratorium on commercial banking activities declared by any state of the United States or United States authorities, (iv) any material outbreak or material escalation of hostilities, insurrection or armed conflict in which the United States of America is involved, any declaration of war by Congress or any other national or international calamity or emergency that in the sole judgment of the Initial Purchaser Purchasers makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes, or (v) any material adverse change in financial, political or economic conditions that in the sole judgment of the Initial Purchaser Purchasers makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes. (g) On the Closing Date, the Initial Purchaser Purchasers shall have received opinions, dated the Closing Date, addressed to the Initial Purchaser Purchasers and in form and substance reasonably satisfactory to its counsel, of (i) Xxxxxx Price Veddxx Xxxce P.C., counsel to the Issuer and the Manager, as to (A) perfection of the Indenture Trustee’s interest in the Collateral and other UCC matters, (B) “true sale”, substantive consolidation, (C) corporate, tax and other matters, and (D) securities laws matters; (ii) internal counsel of the Manager as to certain matters relating to the Manager; (iii) counsel to the Indenture Trustee, as to certain matters relating to the Indenture Trustee; and (iv) such opinion letters, if any, as shall be delivered to the Rating Agency with respect to matters not addressed in clauses (i) through (iv) above. In addition to the matters set forth above, the opinion letter of Xxxxxx Price Veddxx Xxxce P.C. shall also include a statement to the effect that, during the preparation of the Offering Memorandum, such counsel has participated in conferences with officers and other representatives of the independent public accountants for the Issuer, representatives of the Initial Purchaser Purchasers and counsel for the Initial PurchaserPurchasers, at which conferences the content of the Offering Memorandum and related matters were discussed. Based discussed and that based upon such participation but without independent review or verification, and without passing upon, and without assuming responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Memorandum, no facts have come to such counsel’s attention which leads it to believe that, at the time Time of Sale and the date of the Offering Memorandum (except as to financial statements and related notes, structuring assumptions, financial, accounting and other statistical data and supported schedules included therein or omitted therefrom, as to which such counsel need express no opinion) contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (h) The Initial Purchaser Purchasers shall have received a letter from an Independent Accountant dated the date of the Preliminary Offering Memorandum (with respect to the Preliminary Offering Memorandum) and the Closing Date (with respect to the Offering Memorandum), in form and substance satisfactory to the Initial Purchaser Purchasers and its their counsel, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to information contained in the Preliminary Offering Memorandum and the Offering Memorandum. (i) The representations and warranties of the Issuer and the Manager contained in this Agreement and in the Series 20102014-2 3 Transaction Documents to which it is a party shall be true and correct in all material respects as of the date hereof and as of the Closing Date; each of the Issuer and the Manager shall have performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder and under the Series 20102014-2 3 Transaction Documents on or prior to the Closing Date. (j) The Initial Purchaser Purchasers shall have received a certificate of each TAL Person, dated the Closing Date, signed on behalf of each TAL Person (as applicable) by its President or any Vice President and its Chief Financial Officer or if such entity has none, its Treasurer, to the effect that, to the actual knowledge of such person after reasonable inquiry: (i) The representations and warranties of such TAL Person contained in this Agreement and in the Series 20102014-2 3 Transaction Documents to which such TAL Person is a party are true and correct in all material respects as of the Closing Date as if made on such date, such TAL Person has performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its respective part to be performed or satisfied hereunder and under the other Series 20102014-2 3 Transaction Documents on or prior to the Closing Date, and since the date of this Agreement, there has been no material adverse change in the business, condition (financial or otherwise) or results of operations of such TAL Person. (ii) Except as set forth in the Offering Memorandum, since the date of this Agreement, there has not occurred any material adverse changeMaterial Adverse Change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of such TAL Person. (k) The Initial Purchaser Purchasers shall have received confirmation that the Notes have been accepted for clearance of secondary market trading by The Depository Trust Company. (l) The Offering Memorandum shall have been printed and an electronic copy distributed to the Initial Purchaser Purchasers not later than 5:00 2:00 p.m., New York time on October 13November 19, 20102014, with paper copies distributed to the Initial Purchaser Purchasers promptly thereafter, but not later than 5:00 p.m. on October 13November 19, 20102014. (m) The Initial Purchaser Purchasers shall have received from the Issuer a completed and executed Asset Base Certificate as of the Closing Date, evidencing that no Asset Base Deficiency shall exist on such date (after giving effect to the transactions occurring on the Closing Date pursuant to the Series 20102014-2 3 Transaction Documents). (n) Any Series 2014-3 Transaction Documents which are required to be executed on or prior to the Closing Date that have not been executed by the date of this Agreement will be subject to a condition precedent that requires such agreements to be in form and substance satisfactory to the Initial Purchasers. (o) On or prior to the Closing Date (i) the Issuer or the Seller shall have caused each lender or lenders, or any agent, trustee or similar authorized representative thereof, in any such case that is the named grantee or beneficiary of a consensual security interest in the Managed Containers, related Leases and/or other related assets and property being conveyed by the Seller to the Issuer on the Closing Date, to have executed and delivered to the Seller for the benefit of the Seller and its assignees, a written contractual release of such security interest, in a form satisfactory to the Initial Purchasers, conditioned in each case solely upon the Seller’s delivering or causing to be delivered a wire transfer of immediately available funds to a specified payment account of such lender or lenders or agent, trustee or similar authorized representative of a specified payoff amount and (ii) the Issuer or the Seller on or prior to the Closing Date shall have delivered or caused to be delivered each such specified payoff amount in such immediately available funds to the specified payment account so as to effect the release of security interest described in such applicable contractual release, and which delivery of funds may be made or caused to be made from funds paid by the Issuer to the Seller as consideration for the conveyance of such Managed Containers, related Leases and other related assets and property on the Closing Date. (p) On or before to the Closing Date, the Issuer shall have funded the Series 2014-3 Restricted Cash Account in the amount required by the Series 2014-3 Transaction Documents. (q) On or before the Closing Date, the Issuer or the Seller shall have paid or caused to be paid to the Initial Purchasers the fee compensation and expense amounts and reimbursements described in Section 7 hereof and/or any other fee letters between the Issuer and/or the Seller, on the one hand, and the Initial Purchasers, on the other hand, in each case as directed by the Initial Purchasers in writing. (r) The Closing Date shall have occurred. (os) This Agreement has not terminated pursuant to Section 12. The Issuer shall furnish to the Initial Purchaser Purchasers and the Rating Agency (i) such other agreements, instruments, documents, opinions, certificates, letters and schedules as the Initial Purchaser Purchasers or their counsel or any Rating Agency or its counsel reasonably may request, and (ii) originals and conformed copies of all opinions, certificates, letters, schedules, agreements, documents and instruments delivered pursuant to this Agreement in the quantities that the Initial Purchaser Purchasers or the Rating Agencies, as the case may be, may reasonably request.

Conditions of the Initial Purchaser’s Obligation. The obligations of the Initial Purchaser to purchase and pay for Notes in an amount equal to the principal amount set forth on Schedule I hereto opposite its name shall, in its sole discretion, be subject to the following conditions: (a) The Issuer shall have (i) caused all Uniform Commercial Code financing statements (or documents of similar import) required to perfect the first priority security interest of the Indenture Trustee pursuant to the Indenture in the Collateral and related items, in each case, to be duly filed in the manner required by the laws of each appropriate jurisdiction. (b) All corporate and other proceedings in connection with the transactions contemplated hereby and by the Series 2010-2 1 Transaction Documents and all documents and Notes incident thereto shall be reasonably satisfactory in form and substance to the Initial Purchaser and its counsel, and the Initial Purchaser shall have received any other documents incident to the transactions contemplated hereby and by the Series 2010-2 1 Transaction Documents that the Initial Purchaser or its counsel shall reasonably request. The Initial Purchaser or its counsel shall have received on the Closing Date certified copies of all documents evidencing corporate or other organizational action taken by the Issuer, the Manager and the Indenture Trustee to approve the execution and delivery of this Agreement and the Series 2010-2 1 Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby. (c) Immediately prior to the sale of the Notes to the Initial Purchaser, the Notes shall have been executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, and this Agreement and each of the Series 2010-2 1 Transaction Documents that are to be executed and delivered on or prior to the Closing Date shall have been executed and delivered. The Initial Purchaser and the Indenture Trustee shall have received on the Closing Date a fully executed counterpart original and any required conformed copies of all Series 2010-2 1 Transaction Documents delivered on or prior to the Closing Date, and the Indenture Trustee shall have received the Notes. (d) The Initial Purchaser or its counsel shall have received on the Closing Date signature and incumbency certificates executed by Authorized Signatories of the Issuer and the Indenture Trustee certifying the identities and signatures of those officers who executed each of this Agreement and the other Series 2010-2 1 Transaction Documents delivered in connection with Series 2010-2 1 to which the Issuer or the Indenture Trustee, as the case may be, is a party. (e) The Notes shall have been rated “A” by S&P, such rating shall be in full force and effect and the Initial Purchaser shall have received letter(s) from S&P dated on or before the Closing Date to such effect. (f) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of the Issuer or the Manager (collectively, a “TAL Person”), (ii) a material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or the establishment of minimum prices on the New York Stock Exchange, (iii) a general moratorium on commercial banking activities declared by any state of the United States or United States authorities, (iv) any material outbreak or material escalation of hostilities, insurrection or armed conflict in which the United States of America is involved, any declaration of war by Congress or any other national or international calamity or emergency that in the sole judgment of the Initial Purchaser makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes, or (v) any material adverse change in financial, political or economic conditions that in the sole judgment of the Initial Purchaser makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes. (g) On the Closing Date, the Initial Purchaser shall have received opinions, dated the Closing Date, addressed to the Initial Purchaser and in form and substance reasonably satisfactory to its counsel, of (i) Xxxxxx Price P.C., counsel to the Issuer and the Manager, as to (A) perfection of the Indenture Trustee’s interest in the Collateral and other UCC matters, (B) “true sale”, substantive consolidation, (C) corporate, tax and other matters, and (D) securities laws matters; (ii) internal counsel of the Manager as to certain matters relating to the Manager; (iii) counsel to the Indenture Trustee, as to certain matters relating to the Indenture Trustee; and (iv) such opinion letters, if any, as shall be delivered to the Rating Agency Agencies with respect to matters not addressed in clauses (i) through (iv) above. In addition to the matters set forth above, the opinion letter of Xxxxxx Price P.C. shall also include a statement to the effect that, during the preparation of the Offering Memorandum, such counsel has participated in conferences with officers and other representatives of the independent public accountants for the Issuer, representatives of the Initial Purchaser and counsel for the Initial Purchaser, at which conferences the content of the Offering Memorandum and related matters were discussed. Based upon such participation but without independent review or verification, and without passing upon, and without assuming responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Memorandum, no facts have come to such counsel’s attention which leads it to believe that, at the time the Offering Memorandum (except as to financial statements and related notes, structuring assumptions, financial, accounting and other statistical data and supported schedules included therein or omitted therefrom, as to which such counsel need express no opinion) contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (h) The Initial Purchaser shall have received a letter from an Independent Accountant dated the date of the Preliminary Offering Memorandum (with respect to the Preliminary Offering Memorandum) and the Closing Date (with respect to the Offering Memorandum), in form and substance satisfactory to the Initial Purchaser and its counsel, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to information contained in the Preliminary Offering Memorandum and the Offering Memorandum. (i) The representations and warranties of the Issuer and the Manager contained in this Agreement and in the Series 2010-2 1 Transaction Documents to which it is a party shall be true and correct in all material respects as of the date hereof and as of the Closing Date; each of the Issuer and the Manager shall have performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder and under the Series 2010-2 1 Transaction Documents on or prior to the Closing Date. (j) The Initial Purchaser shall have received a certificate of each TAL Person, dated the Closing Date, signed on behalf of each TAL Person (as applicable) by its President or any Vice President and its Chief Financial Officer or if such entity has none, its Treasurer, to the effect that, to the actual knowledge of such person after reasonable inquiry: (i) The representations and warranties of such TAL Person contained in this Agreement and in the Series 2010-2 1 Transaction Documents to which such TAL Person is a party are true and correct in all material respects as of the Closing Date as if made on such date, such TAL Person has performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its respective part to be performed or satisfied hereunder and under the other Series 2010-2 1 Transaction Documents on or prior to the Closing Date, and since the date of this Agreement, there has been no material adverse change in the business, condition (financial or otherwise) or results of operations of such TAL Person. (ii) Except as set forth in the Offering Memorandum, since the date of this Agreement, there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of such TAL Person. (k) The Initial Purchaser shall have received confirmation that the Notes have been accepted for clearance of secondary market trading by The Depository Trust Company. (l) The Offering Memorandum shall have been printed and an electronic copy distributed to the Initial Purchaser not later than 5:00 p.m., New York time on October 13June 28, 2010, with paper copies distributed to the Initial Purchaser promptly thereafter, but not later than 5:00 p.m. on October 13June 28, 2010. (m) The Initial Purchaser shall have received from the Issuer a completed and executed Asset Base Certificate as of the Closing Date, evidencing that no Asset Base Deficiency shall exist on such date (after giving effect to the transactions occurring on the Closing Date pursuant to the Series 2010-2 1 Transaction Documents). (n) The Closing Date shall have occurred. (o) This Agreement has not terminated pursuant to Section 12. The Issuer shall furnish to the Initial Purchaser and the Rating Agency Agencies (i) such other agreements, instruments, documents, opinions, certificates, letters and schedules as the Initial Purchaser or their counsel or any Rating Agency or its counsel reasonably may request, and (ii) originals and conformed copies of all opinions, certificates, letters, schedules, agreements, documents and instruments delivered pursuant to this Agreement in the quantities that the Initial Purchaser or the Rating Agencies, as the case may be, may reasonably request.

Conditions of the Initial Purchaser’s Obligation. The obligations of the Initial Purchaser Purchasers to purchase and pay for Notes in an amount equal to the principal amount set forth on Schedule I hereto opposite its name shall, in its sole discretion, be subject to the following conditions: (a) The Issuer shall have (i) caused all Uniform Commercial Code financing statements (or documents of similar import) required to perfect the first priority security interest of the Indenture Trustee pursuant to the Indenture in the Collateral and related items, in each case, to be duly filed in the manner required by the laws of each appropriate jurisdiction. (b) All corporate and other proceedings in connection with the transactions contemplated hereby and by the Series 20102014-2 Transaction Documents and all documents and Notes incident thereto shall be reasonably satisfactory in form and substance to the Initial Purchaser Purchasers and its their counsel, and the Initial Purchaser Purchasers shall have received any other documents incident to the transactions contemplated hereby and by the Series 20102014-2 Transaction Documents that the Initial Purchaser Purchasers or its their counsel shall reasonably request. The Initial Purchaser Purchasers or its their counsel shall have received on the Closing Date certified copies of all documents evidencing corporate or other organizational action taken by the Issuer, the Manager and the Indenture Trustee to approve the execution and delivery of this Agreement and the Series 20102014-2 Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby. (c) Immediately prior to the sale of the Notes to the Initial PurchaserPurchasers, the Notes shall have been executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, and this Agreement and each of the Series 20102014-2 Transaction Documents that are to be executed and delivered on or prior to the Closing Date shall have been executed and delivered. The Initial Purchaser Purchasers and the Indenture Trustee shall have received on the Closing Date a fully executed counterpart original and any required conformed copies of all Series 20102014-2 Transaction Documents delivered on or prior to the Closing Date, and the Indenture Trustee shall have received the Notes. (d) The Initial Purchaser Purchasers or its their counsel shall have received on the Closing Date signature and incumbency certificates executed by Authorized Signatories of the Issuer Issuer, the Manager and the Indenture Trustee certifying the identities and signatures of those officers who executed each of this Agreement and the other Series 20102014-2 Transaction Documents delivered in connection with Series 20102014-2 to which the Issuer Issuer, the Manager or the Indenture Trustee, as the case may be, is a party. (e) The Class A Notes shall have been rated “AA (sf)” by S&P and the Class B Notes shall have been rated “BBB (sf)” by S&P, such rating ratings shall be in full force and effect and the Initial Purchaser Purchasers shall have received letter(s) from S&P dated on or before the Closing Date to such effect. (f) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse changeMaterial Adverse Effect, or any development involving a prospective material adverse changeMaterial Adverse Effect, in the condition (financial or otherwise) or in the business, properties or operations of the Issuer or the Manager (collectivelyeach, a “TAL Person” and collectively “TAL Persons”), or the assets, (ii) a material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or the establishment of minimum prices on the New York Stock Exchange, (iii) a general moratorium on commercial banking activities declared by any state of the United States or United States authorities, (iv) any material outbreak or material escalation of hostilities, insurrection or armed conflict in which the United States of America is involved, any declaration of war by Congress or any other national or international calamity or emergency that in the sole judgment of the Initial Purchaser Purchasers makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes, or (v) any material adverse change Material Adverse Effect in financial, political or economic conditions that in the sole judgment of the Initial Purchaser Purchasers makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes. (g) On the Closing Date, the Initial Purchaser Purchasers shall have received opinions, dated the Closing Date, addressed to the Initial Purchaser Purchasers and in form and substance reasonably satisfactory to its counsel, of (i) Xxxxxx Price Veddxx Xxxce P.C., counsel to the Issuer and the Manager, as to (A) perfection of the Indenture Trustee’s interest in the Collateral and other UCC matters, (B) “true sale”, substantive consolidation, (C) corporate, tax and other matters, and (D) securities laws matters; (ii) internal counsel of the Manager as to certain matters relating to the Manager; (iii) counsel to the Indenture Trustee, as to certain matters relating to the Indenture Trustee; and (iv) such opinion letters, if any, as shall be delivered to the Rating Agency with respect to matters not addressed in clauses (i) through (iv) above. In addition to the matters set forth above, the opinion letter of Xxxxxx Price Veddxx Xxxce P.C. shall also include a statement to the effect that, during the preparation of the Offering Memorandum, such counsel has participated in conferences with officers and other representatives of the independent public accountants for the Issuer, representatives of the Initial Purchaser Purchasers and counsel for the Initial PurchaserPurchasers, at which conferences the content of the Offering Memorandum and related matters were discussed. Based discussed and that based upon such participation but without independent review or verification, and without passing upon, and without assuming responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Memorandum, no facts have come to such counsel’s attention which leads it to believe that, at the time Time of Sale and the date of the Offering Memorandum (except as to financial statements and related notes, structuring assumptions, financial, accounting and other statistical data and supported schedules included therein or omitted therefrom, as to which such counsel need express no opinion) contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (h) The Initial Purchaser Purchasers shall have received a letter from an Independent Accountant dated the date of the Preliminary Offering Memorandum (with respect to the Preliminary Offering Memorandum) and the Closing Date (with respect to the Offering Memorandum), in form and substance satisfactory to the Initial Purchaser Purchasers and its their counsel, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to information contained in the Preliminary Offering Memorandum and the Offering Memorandum. (i) The representations and warranties of the Issuer and the Manager contained in this Agreement and in the Series 20102014-2 Transaction Documents to which it is a party shall be true and correct in all material respects as of the date hereof and as of the Closing Date; each of the Issuer and the Manager shall have performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder and under the Series 20102014-2 Transaction Documents on or prior to the Closing Date. (j) The Initial Purchaser Purchasers shall have received a certificate of each TAL Person, dated the Closing Date, signed on behalf of each TAL Person (as applicable) by its President or any Vice President and its Chief Financial Officer or if such entity has none, its Treasurer, to the effect that, to the actual knowledge of such person after reasonable inquiry: (i) The representations and warranties of such TAL Person contained in this Agreement and in the Series 20102014-2 Transaction Documents to which such TAL Person is a party are true and correct in all material respects as of the Closing Date as if made on such date, such TAL Person has performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its respective part to be performed or satisfied hereunder and under the other Series 20102014-2 Transaction Documents on or prior to the Closing Date, and since the date of this Agreement, there has been no material adverse change Material Adverse Effect in the business, condition (financial or otherwise) or results of operations of such TAL Person. (ii) Except as set forth in the Offering Memorandum, since the date of this Agreement, there has not occurred any material adverse changeMaterial Adverse Effect, or any development involving a prospective material adverse changeMaterial Adverse Effect, in the condition (financial or otherwise) or in the business, properties or operations of such TAL Person. (k) The Initial Purchaser Purchasers shall have received confirmation that the Notes have been accepted for clearance of secondary market trading by The Depository Trust Company. (l) The Offering Memorandum shall have been printed and an electronic copy distributed to the Initial Purchaser Purchasers not later than 5:00 p.m.10:00 a.m., New York time on October May 13, 20102014, with paper copies distributed to the Initial Purchaser Purchasers promptly thereafter, but not later than 5:00 p.m. on October May 13, 20102014. (m) The Initial Purchaser Purchasers shall have received from the Issuer a completed and executed Asset Base Certificate as of the Closing Date, evidencing that no Asset Base Deficiency shall exist on such date (after giving effect to the transactions occurring on the Closing Date pursuant to the Series 20102014-2 Transaction Documents). (n) Any Series 2014-2 Transaction Documents which are required to be executed on or prior to the Closing Date that have not been executed by the date of this Agreement will be subject to a condition precedent that requires such agreements to be in form and substance satisfactory to the Initial Purchasers. (o) On or prior to the Closing Date (i) the Issuer or the Manager shall have caused each lender or lenders, or any agent, trustee or similar authorized representative thereof, in any such case that is the named grantee or beneficiary of a consensual security interest in the Managed Containers, related Leases and/or other related assets and property being conveyed by the Manager to the Issuer on the Closing Date, to have executed and delivered to the Manager for the benefit of the Manager and its assignees, a written contractual release of such security interest, in a form satisfactory to the Initial Purchasers, conditioned in each case solely upon the Manager’s delivering or causing to be delivered a wire transfer of immediately available funds to a specified payment account of such lender or lenders or agent, trustee or similar authorized representative of a specified payoff amount and (ii) the Issuer or the Manager on or prior to the Closing Date shall have delivered or caused to be delivered each such specified payoff amount in such immediately available funds to the specified payment account so as to effect the release of security interest described in such applicable contractual release, and which delivery of funds may be made or caused to be made from funds paid by the Issuer to the Manager as consideration for the conveyance of such Managed Containers, related Leases and other related assets and property on the Closing Date. (p) On or before to the Closing Date, the Issuer shall have funded the Series 2014-2 Restricted Cash Account in the amount required by the Series 2014-2 Transaction Documents. (q) On or before the Closing Date, the Issuer or the Manager shall have paid or caused to be paid to the Initial Purchasers the fee compensation and expense amounts and reimbursements described in Section 7 hereof and/or any other fee letters between the Issuer and/or the Manager, on the one hand, and the Initial Purchasers, on the other hand, in each case as directed by the Initial Purchasers in writing. (r) The Closing Date shall have occurred. (os) This Agreement has not terminated pursuant to Section 12. The Issuer shall furnish to the Initial Purchaser Purchasers and the Rating Agency (i) such other agreements, instruments, documents, opinions, certificates, letters and schedules as the Initial Purchaser Purchasers or their counsel or any Rating Agency or its counsel reasonably may request, and (ii) originals and conformed copies of all opinions, certificates, letters, schedules, agreements, documents and instruments delivered pursuant to this Agreement in the quantities that the Initial Purchaser Purchasers or the Rating Agencies, as the case may be, may reasonably request.

Conditions of the Initial Purchaser’s Obligation. The obligations of the each Initial Purchaser to purchase and pay for Notes in an amount equal to the principal amount set forth on Schedule I hereto opposite its name shall, in its sole discretion, be subject to the following conditions: (a) The Issuer shall have (i) caused all Uniform Commercial Code financing statements (or documents of similar import) required to perfect the first priority security interest of the Indenture Trustee pursuant to the Indenture in the Collateral and related items, in each case, to be duly filed in the manner required by the laws of each appropriate jurisdiction. (b) All corporate and other proceedings in connection with the transactions contemplated hereby and by the Series 20102013-2 1 Transaction Documents and all documents and Notes incident thereto shall be reasonably satisfactory in form and substance to the each Initial Purchaser and its counsel, and the each Initial Purchaser shall have received any other documents incident to the transactions contemplated hereby and by the Series 20102013-2 1 Transaction Documents that the any Initial Purchaser or its counsel shall reasonably request. The Each Initial Purchaser or its counsel shall have received on the Closing Date certified copies of all documents evidencing corporate or other organizational action taken by the Issuer, the Manager and the Indenture Trustee to approve the execution and delivery of this Agreement and the Series 20102013-2 1 Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby. (c) Immediately prior to the sale of the Notes to the Initial PurchaserPurchasers, the Notes shall have been executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, and this Agreement and each of the Series 20102013-2 1 Transaction Documents that are to be executed and delivered on or prior to the Closing Date shall have been executed and delivered. The Initial Purchaser Purchasers and the Indenture Trustee shall have received on the Closing Date a fully executed counterpart original and any required conformed copies of all Series 20102013-2 1 Transaction Documents delivered on or prior to the Closing Date, and the Indenture Trustee shall have received the Notes. (d) The Each Initial Purchaser or its counsel shall have received on the Closing Date signature and incumbency certificates executed by Authorized Signatories of the Issuer and the Indenture Trustee certifying the identities and signatures of those officers who executed each of this Agreement and the other Series 20102013-2 1 Transaction Documents delivered in connection with Series 20102013-2 1 to which the Issuer or the Indenture Trustee, as the case may be, is a party. (e) The Class A Notes shall have been rated “AA (sf)” by S&P and the Class B Notes shall have been rated “BBB (sf)” by S&P, such rating ratings shall be in full force and effect and the Initial Purchaser Purchasers shall have received letter(s) from S&P dated on or before the Closing Date to such effect. (f) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of the Issuer or the Manager (collectively, a “TAL Person”), (ii) a material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or the establishment of minimum prices on the New York Stock Exchange, (iii) a general moratorium on commercial banking activities declared by any state of the United States or United States authorities, (iv) any material outbreak or material escalation of hostilities, insurrection or armed conflict in which the United States of America is involved, any declaration of war by Congress or any other national or international calamity or emergency that in the sole judgment of the Initial Purchaser Purchasers makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes, or (v) any material adverse change in financial, political or economic conditions that in the sole judgment of the Initial Purchaser Purchasers makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes. (g) On the Closing Date, the Initial Purchaser Purchasers shall have received opinions, dated the Closing Date, addressed to the Initial Purchaser Purchasers and in form and substance reasonably satisfactory to its their counsel, of (i) Xxxxxx Price P.C., counsel to the Issuer and the Manager, as to (A) perfection of the Indenture Trustee’s interest in the Collateral and other UCC matters, (B) “true sale”, substantive consolidation, (C) corporate, tax and other matters, and (D) securities laws matters; (ii) internal counsel of the Manager as to certain matters relating to the Manager; (iii) counsel to the Indenture Trustee, as to certain matters relating to the Indenture Trustee; and (iv) such opinion letters, if any, as shall be delivered to the Rating Agency with respect to matters not addressed in clauses (i) through (iv) above. In addition to the matters set forth above, the opinion letter of Xxxxxx Price P.C. shall also include a statement to the effect that, during the preparation of the Offering Memorandum, such counsel has participated in conferences with officers and other representatives of the independent public accountants for the Issuer, representatives of the Initial Purchaser Purchasers and counsel for the Initial PurchaserPurchasers, at which conferences the content of the Offering Memorandum and related matters were discussed. Based upon such participation but without independent review or verification, and without passing upon, and without assuming responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Memorandum, no facts have come to such counsel’s attention which leads it to believe that, at the time Time of Sale and the date of the Offering Memorandum (except as to financial statements and related notes, structuring assumptions, financial, accounting and other statistical data and supported schedules included therein or omitted therefrom, as to which such counsel need express no opinion) contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (h) The Initial Purchaser Purchasers shall have received a letter from an Independent Accountant dated the date of the Preliminary Offering Memorandum (with respect to the Preliminary Offering Memorandum) and the Closing Date (with respect to the Offering Memorandum), in form and substance satisfactory to the each Initial Purchaser and its counsel, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to information contained in the Preliminary Offering Memorandum and the Offering Memorandum. (i) The representations and warranties of the Issuer and the Manager contained in this Agreement and in the Series 20102013-2 1 Transaction Documents to which it is a party shall be true and correct in all material respects as of the date hereof and as of the Closing Date; each of the Issuer and the Manager shall have performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder and under the Series 20102013-2 1 Transaction Documents on or prior to the Closing Date. (j) The Initial Purchaser Purchasers shall have received a certificate of each TAL Person, dated the Closing Date, signed on behalf of each TAL Person (as applicable) by its President or any Vice President and its Chief Financial Officer or if such entity has none, its Treasurer, to the effect that, to the actual knowledge of such person after reasonable inquiry: (i) The representations and warranties of such TAL Person contained in this Agreement and in the Series 20102013-2 1 Transaction Documents to which such TAL Person is a party are true and correct in all material respects as of the Closing Date as if made on such date, such TAL Person has performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its respective part to be performed or satisfied hereunder and under the other Series 20102013-2 1 Transaction Documents on or prior to the Closing Date, and since the date of this Agreement, there has been no material adverse change in the business, condition (financial or otherwise) or results of operations of such TAL Person. (ii) Except as set forth in the Offering Memorandum, since the date of this Agreement, there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of such TAL Person. (k) The Initial Purchaser Purchasers shall have received confirmation that the Notes have been accepted for clearance of secondary market trading by The Depository Trust Company. (l) The Offering Memorandum shall have been printed and an electronic copy distributed to the Initial Purchaser Purchasers not later than 5:00 2:00 p.m., New York time on October 13February 21, 20102013, with paper copies distributed to the Initial Purchaser Purchasers promptly thereafter, but not later than 5:00 12:00 p.m. on October 13February 22, 20102013. (m) The Initial Purchaser Purchasers shall have received from the Issuer a completed and executed Asset Base Certificate as of the Closing Date, evidencing that no Asset Base Deficiency shall exist on such date (after giving effect to the transactions occurring on the Closing Date pursuant to the Series 20102013-2 1 Transaction Documents). (n) Any Series 2013-1 Transaction Documents which are required to be executed on or prior to the Closing Date that have not been executed by the date of this Agreement will be subject to a condition precedent that requires such agreements to be in form and substance satisfactory to the Initial Purchasers. (o) On or prior to the Closing Date (i) the Issuer or the Seller shall have caused each lender or lenders, or any agent, trustee or similar authorized representative thereof, in any such case that is the named grantee or beneficiary of a consensual security interest in the Managed Containers, related Leases and/or other related assets and property being conveyed by the Seller to the Issuer on the Closing Date, to have executed and delivered to the Seller for the benefit of the Seller and its assignees, a written contractual release of such security interest, in a form satisfactory to the Initial Purchasers, conditioned in each case solely upon the Seller’s delivering or causing to be delivered a wire transfer of immediately available funds to a specified payment account of such lender or lenders or agent, trustee or similar authorized representative of a specified payoff amount and (ii) the Issuer or the Seller on or prior to the Closing Date shall have delivered or caused to be delivered each such specified payoff amount in such immediately available funds to the specified payment account so as to effect the release of security interest described in such applicable contractual release, and which delivery of funds may be made or caused to be made from funds paid by the Issuer to the Seller as consideration for the conveyance of such Managed Containers, related Leases and other related assets and property on the Closing Date. (p) On or before to the Closing Date, the Issuer shall have funded the Series 2013-1 Restricted Cash Account in the amount required by the Series 2013-1 Transaction Documents. (q) On or before the Closing Date, the Issuer or the Seller shall have paid or caused to be paid to the Initial Purchasers the fee compensation and expense amounts and reimbursements described in Section 7 hereof and in any fee letters between the Issuer and/or the Seller, on the one hand, and any of the Initial Purchasers, on the other hand, in each case as directed by the Initial Purchasers in writing. (r) The Closing Date shall have occurred. (os) This Agreement has not terminated pursuant to Section 12. The Issuer shall furnish to the Initial Purchaser Purchasers and the Rating Agency (i) such other agreements, instruments, documents, opinions, certificates, letters and schedules as the Initial Purchaser Purchasers or their counsel or any Rating Agency or its counsel reasonably may request, and (ii) originals and conformed copies of all opinions, certificates, letters, schedules, agreements, documents and instruments delivered pursuant to this Agreement in the quantities that the Initial Purchaser Purchasers or the Rating Agencies, as the case may be, may reasonably request.

Conditions of the Initial Purchaser’s Obligation. The obligations of the Initial Purchaser Purchasers to purchase and pay for Notes in an amount equal to the principal amount set forth on Schedule I hereto opposite its name shall, in its sole discretion, be subject to the following conditions: (a) The Issuer shall have (i) caused all Uniform Commercial Code financing statements (or documents of similar import) required to perfect the first priority security interest of the Indenture Trustee pursuant to the Indenture in the Collateral and related items, in each case, to be duly filed in the manner required by the laws of each appropriate jurisdiction. (b) All corporate and other proceedings in connection with the transactions contemplated hereby and by the Series 20102014-2 1 Transaction Documents and all documents and Notes incident thereto shall be reasonably satisfactory in form and substance to the Initial Purchaser Purchasers and its their counsel, and the Initial Purchaser Purchasers shall have received any other documents incident to the transactions contemplated hereby and by the Series 20102014-2 1 Transaction Documents that the Initial Purchaser Purchasers or its their counsel shall reasonably request. The Initial Purchaser Purchasers or its their counsel shall have received on the Closing Date certified copies of all documents evidencing corporate or other organizational action taken by the Issuer, the Manager and the Indenture Trustee to approve the execution and delivery of this Agreement and the Series 20102014-2 1 Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby. (c) Immediately prior to the sale of the Notes to the Initial PurchaserPurchasers, the Notes shall have been executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, and this Agreement and each of the Series 20102014-2 1 Transaction Documents that are to be executed and delivered on or prior to the Closing Date shall have been executed and delivered. The Initial Purchaser Purchasers and the Indenture Trustee shall have received on the Closing Date a fully executed counterpart original and any required conformed copies of all Series 20102014-2 1 Transaction Documents delivered on or prior to the Closing Date, and the Indenture Trustee shall have received the Notes. (d) The Initial Purchaser Purchasers or its their counsel shall have received on the Closing Date signature and incumbency certificates executed by Authorized Signatories of the Issuer and the Indenture Trustee certifying the identities and signatures of those officers who executed each of this Agreement and the other Series 20102014-2 1 Transaction Documents delivered in connection with Series 20102014-2 1 to which the Issuer or the Indenture Trustee, as the case may be, is a party. (e) The Class A Notes shall have been rated “AA (sf)” by S&P and the Class B Notes shall have been rated “BBB (sf)” by S&P, such rating ratings shall be in full force and effect and the Initial Purchaser Purchasers shall have received letter(s) from S&P dated on or before the Closing Date to such effect. (f) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of the Issuer or the Manager (collectivelyeach, a “TAL Person” and collectively “TAL Persons”), or the assets, (ii) a material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or the establishment of minimum prices on the New York Stock Exchange, (iii) a general moratorium on commercial banking activities declared by any state of the United States or United States authorities, (iv) any material outbreak or material escalation of hostilities, insurrection or armed conflict in which the United States of America is involved, any declaration of war by Congress or any other national or international calamity or emergency that in the sole judgment of the Initial Purchaser Purchasers makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes, or (v) any material adverse change in financial, political or economic conditions that in the sole judgment of the Initial Purchaser Purchasers makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes. (g) On the Closing Date, the Initial Purchaser Purchasers shall have received opinions, dated the Closing Date, addressed to the Initial Purchaser Purchasers and in form and substance reasonably satisfactory to its counsel, of (i) Xxxxxx Price Veddxx Xxxce P.C., counsel to the Issuer and the Manager, as to (A) perfection of the Indenture Trustee’s interest in the Collateral and other UCC matters, (B) “true sale”, substantive consolidation, (C) corporate, tax and other matters, and (D) securities laws matters; (ii) internal counsel of the Manager as to certain matters relating to the Manager; (iii) counsel to the Indenture Trustee, as to certain matters relating to the Indenture Trustee; and (iv) such opinion letters, if any, as shall be delivered to the Rating Agency with respect to matters not addressed in clauses (i) through (iv) above. In addition to the matters set forth above, the opinion letter of Xxxxxx Price Veddxx Xxxce P.C. shall also include a statement to the effect that, during the preparation of the Offering Memorandum, such counsel has participated in conferences with officers and other representatives of the independent public accountants for the Issuer, representatives of the Initial Purchaser Purchasers and counsel for the Initial PurchaserPurchasers, at which conferences the content of the Offering Memorandum and related matters were discussed. Based discussed and that based upon such participation but without independent review or verification, and without passing upon, and without assuming responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Memorandum, no facts have come to such counsel’s attention which leads it to believe that, at the time Time of Sale and the date of the Offering Memorandum (except as to financial statements and related notes, structuring assumptions, financial, accounting and other statistical data and supported schedules included therein or omitted therefrom, as to which such counsel need express no opinion) contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (h) The Initial Purchaser Purchasers shall have received a letter from an Independent Accountant dated the date of the Preliminary Offering Memorandum (with respect to the Preliminary Offering Memorandum) and the Closing Date (with respect to the Offering Memorandum), in form and substance satisfactory to the Initial Purchaser Purchasers and its their counsel, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to information contained in the Preliminary Offering Memorandum and the Offering Memorandum. (i) The representations and warranties of the Issuer and the Manager contained in this Agreement and in the Series 20102014-2 1 Transaction Documents to which it is a party shall be true and correct in all material respects as of the date hereof and as of the Closing Date; each of the Issuer and the Manager shall have performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder and under the Series 20102014-2 1 Transaction Documents on or prior to the Closing Date. (j) The Initial Purchaser Purchasers shall have received a certificate of each TAL Person, dated the Closing Date, signed on behalf of each TAL Person (as applicable) by its President or any Vice President and its Chief Financial Officer or if such entity has none, its Treasurer, to the effect that, to the actual knowledge of such person after reasonable inquiry: (i) The representations and warranties of such TAL Person contained in this Agreement and in the Series 20102014-2 1 Transaction Documents to which such TAL Person is a party are true and correct in all material respects as of the Closing Date as if made on such date, such TAL Person has performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its respective part to be performed or satisfied hereunder and under the other Series 20102014-2 1 Transaction Documents on or prior to the Closing Date, and since the date of this Agreement, there has been no material adverse change in the business, condition (financial or otherwise) or results of operations of such TAL Person. (ii) Except as set forth in the Offering Memorandum, since the date of this Agreement, there has not occurred any material adverse changeMaterial Adverse Change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of such TAL Person. (k) The Initial Purchaser Purchasers shall have received confirmation that the Notes have been accepted for clearance of secondary market trading by The Depository Trust Company. (l) The Offering Memorandum shall have been printed and an electronic copy distributed to the Initial Purchaser Purchasers not later than 5:00 2:00 p.m., New York time on October 13February 20, 20102014, with paper copies distributed to the Initial Purchaser Purchasers promptly thereafter, but not later than 5:00 p.m. on October 13February 21, 20102014. (m) The Initial Purchaser Purchasers shall have received from the Issuer a completed and executed Asset Base Certificate as of the Closing Date, evidencing that no Asset Base Deficiency shall exist on such date (after giving effect to the transactions occurring on the Closing Date pursuant to the Series 20102014-2 1 Transaction Documents). (n) Any Series 2014-1 Transaction Documents which are required to be executed on or prior to the Closing Date that have not been executed by the date of this Agreement will be subject to a condition precedent that requires such agreements to be in form and substance satisfactory to the Initial Purchasers. (o) On or prior to the Closing Date (i) the Issuer or the Seller shall have caused each lender or lenders, or any agent, trustee or similar authorized representative thereof, in any such case that is the named grantee or beneficiary of a consensual security interest in the Managed Containers, related Leases and/or other related assets and property being conveyed by the Seller to the Issuer on the Closing Date, to have executed and delivered to the Seller for the benefit of the Seller and its assignees, a written contractual release of such security interest, in a form satisfactory to the Initial Purchasers, conditioned in each case solely upon the Seller’s delivering or causing to be delivered a wire transfer of immediately available funds to a specified payment account of such lender or lenders or agent, trustee or similar authorized representative of a specified payoff amount and (ii) the Issuer or the Seller on or prior to the Closing Date shall have delivered or caused to be delivered each such specified payoff amount in such immediately available funds to the specified payment account so as to effect the release of security interest described in such applicable contractual release, and which delivery of funds may be made or caused to be made from funds paid by the Issuer to the Seller as consideration for the conveyance of such Managed Containers, related Leases and other related assets and property on the Closing Date. (p) On or before to the Closing Date, the Issuer shall have funded the Series 2014-1 Restricted Cash Account in the amount required by the Series 2014-1 Transaction Documents. (q) On or before the Closing Date, the Issuer or the Seller shall have paid or caused to be paid to the Initial Purchasers the fee compensation and expense amounts and reimbursements described in Section 7 hereof and/or any other fee letters between the Issuer and/or the Seller, on the one hand, and the Initial Purchasers, on the other hand, in each case as directed by the Initial Purchasers in writing. (r) The Closing Date shall have occurred. (os) This Agreement has not terminated pursuant to Section 12. The Issuer shall furnish to the Initial Purchaser Purchasers and the Rating Agency (i) such other agreements, instruments, documents, opinions, certificates, letters and schedules as the Initial Purchaser Purchasers or their counsel or any Rating Agency or its counsel reasonably may request, and (ii) originals and conformed copies of all opinions, certificates, letters, schedules, agreements, documents and instruments delivered pursuant to this Agreement in the quantities that the Initial Purchaser Purchasers or the Rating Agencies, as the case may be, may reasonably request.

Conditions of the Initial Purchaser’s Obligation. The obligations of the each Initial Purchaser to purchase and pay for Notes in an amount equal to the principal amount set forth on Schedule I hereto opposite its name shall, in its sole discretion, be subject to the following conditions: (a) The Issuer shall have (i) caused all Uniform Commercial Code financing statements (or documents of similar import) required to perfect the first priority security interest of the Indenture Trustee pursuant to the Indenture in the Collateral and related items, in each case, to be duly filed in the manner required by the laws of each appropriate jurisdiction. (b) All corporate and other proceedings in connection with the transactions contemplated hereby and by the Series 20102012-2 1 Transaction Documents and all documents and Notes incident thereto shall be reasonably satisfactory in form and substance to the each Initial Purchaser and its counsel, and the each Initial Purchaser shall have received any other documents incident to the transactions contemplated hereby and by the Series 20102012-2 1 Transaction Documents that the any Initial Purchaser or its counsel shall reasonably request. The Each Initial Purchaser or its counsel shall have received on the Closing Date certified copies of all documents evidencing corporate or other organizational action taken by the Issuer, the Manager and the Indenture Trustee to approve the execution and delivery of this Agreement and the Series 20102012-2 1 Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby. (c) Immediately prior to the sale of the Notes to the Initial PurchaserPurchasers, the Notes shall have been executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, and this Agreement and each of the Series 20102012-2 1 Transaction Documents that are to be executed and delivered on or prior to the Closing Date shall have been executed and delivered. The Initial Purchaser Purchasers and the Indenture Trustee shall have received on the Closing Date a fully executed counterpart original and any required conformed copies of all Series 20102012-2 1 Transaction Documents delivered on or prior to the Closing Date, and the Indenture Trustee shall have received the Notes. (d) The Each Initial Purchaser or its counsel shall have received on the Closing Date signature and incumbency certificates executed by Authorized Signatories of the Issuer and the Indenture Trustee certifying the identities and signatures of those officers who executed each of this Agreement and the other Series 20102012-2 1 Transaction Documents delivered in connection with Series 20102012-2 1 to which the Issuer or the Indenture Trustee, as the case may be, is a party. (e) The Notes shall have been rated “AA(sf)” by S&P, such rating shall be in full force and effect and the Initial Purchaser Purchasers shall have received letter(s) from S&P dated on or before the Closing Date to such effect. (f) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of the Issuer or the Manager (collectively, a “TAL Person”), (ii) a material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or the establishment of minimum prices on the New York Stock Exchange, (iii) a general moratorium on commercial banking activities declared by any state of the United States or United States authorities, (iv) any material outbreak or material escalation of hostilities, insurrection or armed conflict in which the United States of America is involved, any declaration of war by Congress or any other national or international calamity or emergency that in the sole judgment of the Initial Purchaser Purchasers makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes, or (v) any material adverse change in financial, political or economic conditions that in the sole judgment of the Initial Purchaser Purchasers makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes. (g) On the Closing Date, the Initial Purchaser Purchasers shall have received opinions, dated the Closing Date, addressed to the Initial Purchaser Purchasers and in form and substance reasonably satisfactory to its their counsel, of (i) Xxxxxx Price P.C., counsel to the Issuer and the Manager, as to (A) perfection of the Indenture Trustee’s interest in the Collateral and other UCC matters, (B) “true sale”, substantive consolidation, (C) corporate, tax and other matters, and (D) securities laws matters; (ii) internal counsel of the Manager as to certain matters relating to the Manager; (iii) counsel to the Indenture Trustee, as to certain matters relating to the Indenture Trustee; and (iv) such opinion letters, if any, as shall be delivered to the Rating Agency with respect to matters not addressed in clauses (i) through (iv) above. In addition to the matters set forth above, the opinion letter of Xxxxxx Price P.C. shall also include a statement to the effect that, during the preparation of the Offering Memorandum, such counsel has participated in conferences with officers and other representatives of the independent public accountants for the Issuer, representatives of the Initial Purchaser Purchasers and counsel for the Initial PurchaserPurchasers, at which conferences the content of the Offering Memorandum and related matters were discussed. Based upon such participation but without independent review or verification, and without passing upon, and without assuming responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Memorandum, no facts have come to such counsel’s attention which leads it to believe that, at the time the Offering Memorandum (except as to financial statements and related notes, structuring assumptions, financial, accounting and other statistical data and supported schedules included therein or omitted therefrom, as to which such counsel need express no opinion) contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (h) The Initial Purchaser Purchasers shall have received a letter from an Independent Accountant dated the date of the Preliminary Offering Memorandum (with respect to the Preliminary Offering Memorandum) and the Closing Date (with respect to the Offering Memorandum), in form and substance satisfactory to the each Initial Purchaser and its counsel, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to information contained in the Preliminary Offering Memorandum and the Offering Memorandum. (i) The representations and warranties of the Issuer and the Manager contained in this Agreement and in the Series 20102012-2 1 Transaction Documents to which it is a party shall be true and correct in all material respects as of the date hereof and as of the Closing Date; each of the Issuer and the Manager shall have performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder and under the Series 20102012-2 1 Transaction Documents on or prior to the Closing Date. (j) The Initial Purchaser Purchasers shall have received a certificate of each TAL Person, dated the Closing Date, signed on behalf of each TAL Person (as applicable) by its President or any Vice President and its Chief Financial Officer or if such entity has none, its Treasurer, to the effect that, to the actual knowledge of such person after reasonable inquiry: (i) The representations and warranties of such TAL Person contained in this Agreement and in the Series 20102012-2 1 Transaction Documents to which such TAL Person is a party are true and correct in all material respects as of the Closing Date as if made on such date, such TAL Person has performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its respective part to be performed or satisfied hereunder and under the other Series 20102012-2 1 Transaction Documents on or prior to the Closing Date, and since the date of this Agreement, there has been no material adverse change in the business, condition (financial or otherwise) or results of operations of such TAL Person. (ii) Except as set forth in the Offering Memorandum, since the date of this Agreement, there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of such TAL Person. (k) The Initial Purchaser Purchasers shall have received confirmation that the Notes have been accepted for clearance of secondary market trading by The Depository Trust Company. (l) The Offering Memorandum shall have been printed and an electronic copy distributed to the Initial Purchaser Purchasers not later than 5:00 2:00 p.m., New York time on October 13May 10, 20102012, with paper copies distributed to the Initial Purchaser Purchasers promptly thereafter, but not later than 5:00 12:00 p.m. on October 13May 11, 20102012. (m) The Initial Purchaser Purchasers shall have received from the Issuer a completed and executed Asset Base Certificate as of the Closing Date, evidencing that no Asset Base Deficiency shall exist on such date (after giving effect to the transactions occurring on the Closing Date pursuant to the Series 20102012-2 1 Transaction Documents). (n) The Closing Date shall have occurred. (o) This Agreement has not terminated pursuant to Section 12. The Issuer shall furnish to the Initial Purchaser Purchasers and the Rating Agency (i) such other agreements, instruments, documents, opinions, certificates, letters and schedules as the Initial Purchaser Purchasers or their counsel or any Rating Agency or its counsel reasonably may request, and (ii) originals and conformed copies of all opinions, certificates, letters, schedules, agreements, documents and instruments delivered pursuant to this Agreement in the quantities that the Initial Purchaser Purchasers or the Rating Agencies, as the case may be, may reasonably request.

Conditions of the Initial Purchaser’s Obligation. The obligations of the Initial Purchaser to purchase and pay for Notes in an amount equal to the principal amount set forth on Schedule I hereto opposite its name shall, in its sole discretion, be subject to the following conditions: (a) The Issuer shall have (i) caused all Uniform Commercial Code financing statements (or documents of similar import) required to perfect the first priority security interest of the Indenture Trustee pursuant to the Indenture in the Collateral and related items, in each case, to be duly filed in the manner required by the laws of each appropriate jurisdiction. (b) All corporate and other proceedings in connection with the transactions contemplated hereby and by the Series 20102011-2 Transaction Documents and all documents and Notes incident thereto shall be reasonably satisfactory in form and substance to the Initial Purchaser and its counsel, and the Initial Purchaser shall have received any other documents incident to the transactions contemplated hereby and by the Series 20102011-2 Transaction Documents that the Initial Purchaser or its counsel shall reasonably request. The Initial Purchaser or its counsel shall have received on the Closing Date certified copies of all documents evidencing corporate or other organizational action taken by the Issuer, the Manager and the Indenture Trustee to approve the execution and delivery of this Agreement and the Series 20102011-2 Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby. (c) Immediately prior to the sale of the Notes to the Initial Purchaser, the Notes shall have been executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, and this Agreement and each of the Series 20102011-2 Transaction Documents that are to be executed and delivered on or prior to the Closing Date shall have been executed and delivered. The Initial Purchaser and the Indenture Trustee shall have received on the Closing Date a fully executed counterpart original and any required conformed copies of all Series 20102011-2 Transaction Documents delivered on or prior to the Closing Date, and the Indenture Trustee shall have received the Notes. (d) The Initial Purchaser or its counsel shall have received on the Closing Date signature and incumbency certificates executed by Authorized Signatories of the Issuer and the Indenture Trustee certifying the identities and signatures of those officers who executed each of this Agreement and the other Series 20102011-2 Transaction Documents delivered in connection with Series 20102011-2 to which the Issuer or the Indenture Trustee, as the case may be, is a party. (e) The Notes shall have been rated “A” by S&P, such rating shall be in full force and effect and the Initial Purchaser shall have received letter(s) from S&P dated on or before the Closing Date to such effect. (f) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of the Issuer or the Manager (collectively, a “TAL Person”), (ii) a material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or the establishment of minimum prices on the New York Stock Exchange, (iii) a general moratorium on commercial banking activities declared by any state of the United States or United States authorities, (iv) any material outbreak or material escalation of hostilities, insurrection or armed conflict in which the United States of America is involved, any declaration of war by Congress or any other national or international calamity or emergency that in the sole judgment of the Initial Purchaser makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes, or (v) any material adverse change in financial, political or economic conditions that in the sole judgment of the Initial Purchaser makes it impractical or inadvisable to purchase the Notes or to proceed with the offering, sale, resale or delivery of the Notes. (g) On the Closing Date, the Initial Purchaser shall have received opinions, dated the Closing Date, addressed to the Initial Purchaser and in form and substance reasonably satisfactory to its counsel, of (i) Xxxxxx Price P.C., counsel to the Issuer and the Manager, as to (A) perfection of the Indenture Trustee’s interest in the Collateral and other UCC matters, (B) “true sale”, substantive consolidation, (C) corporate, tax and other matters, and (D) securities laws matters; (ii) internal counsel of the Manager as to certain matters relating to the Manager; (iii) counsel to the Indenture Trustee, as to certain matters relating to the Indenture Trustee; and (iv) such opinion letters, if any, as shall be delivered to the Rating Agency with respect to matters not addressed in clauses (i) through (iv) above. In addition to the matters set forth above, the opinion letter of Xxxxxx Price P.C. shall also include a statement to the effect that, during the preparation of the Offering Memorandum, such counsel has participated in conferences with officers and other representatives of the independent public accountants for the Issuer, representatives of the Initial Purchaser and counsel for the Initial Purchaser, at which conferences the content of the Offering Memorandum and related matters were discussed. Based upon such participation but without independent review or verification, and without passing upon, and without assuming responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Memorandum, no facts have come to such counsel’s attention which leads it to believe that, at the time the Offering Memorandum (except as to financial statements and related notes, structuring assumptions, financial, accounting and other statistical data and supported schedules included therein or omitted therefrom, as to which such counsel need express no opinion) contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (h) The Initial Purchaser shall have received a letter from an Independent Accountant dated the date of the Preliminary Offering Memorandum (with respect to the Preliminary Offering Memorandum) and the Closing Date (with respect to the Offering Memorandum), in form and substance satisfactory to the Initial Purchaser and its counsel, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to information contained in the Preliminary Offering Memorandum and the Offering Memorandum. (i) The representations and warranties of the Issuer and the Manager contained in this Agreement and in the Series 20102011-2 Transaction Documents to which it is a party shall be true and correct in all material respects as of the date hereof and as of the Closing Date; each of the Issuer and the Manager shall have performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder and under the Series 20102011-2 Transaction Documents on or prior to the Closing Date. (j) The Initial Purchaser shall have received a certificate of each TAL Person, dated the Closing Date, signed on behalf of each TAL Person (as applicable) by its President or any Vice President and its Chief Financial Officer or if such entity has none, its Treasurer, to the effect that, to the actual knowledge of such person after reasonable inquiry: (i) The representations and warranties of such TAL Person contained in this Agreement and in the Series 20102011-2 Transaction Documents to which such TAL Person is a party are true and correct in all material respects as of the Closing Date as if made on such date, such TAL Person has performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its respective part to be performed or satisfied hereunder and under the other Series 20102011-2 Transaction Documents on or prior to the Closing Date, and since the date of this Agreement, there has been no material adverse change in the business, condition (financial or otherwise) or results of operations of such TAL Person. (ii) Except as set forth in the Offering Memorandum, since the date of this Agreement, there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise) or in the business, properties or operations of such TAL Person. (k) The Initial Purchaser shall have received confirmation that the Notes have been accepted for clearance of secondary market trading by The Depository Trust Company. (l) The Offering Memorandum shall have been printed and an electronic copy distributed to the Initial Purchaser not later than 5:00 8:00 p.m., New York time on October 13May 9, 20102011, with paper copies distributed to the Initial Purchaser promptly thereafter, but not later than 5:00 p.m. on October 13May 11, 20102011. (m) The Initial Purchaser shall have received from the Issuer a completed and executed Asset Base Certificate as of the Closing Date, evidencing that no Asset Base Deficiency shall exist on such date (after giving effect to the transactions occurring on the Closing Date pursuant to the Series 20102011-2 Transaction Documents). (n) The Closing Date shall have occurred. (o) This Agreement has not terminated pursuant to Section 12. The Issuer shall furnish to the Initial Purchaser and the Rating Agency (i) such other agreements, instruments, documents, opinions, certificates, letters and schedules as the Initial Purchaser or their counsel or any Rating Agency or its counsel reasonably may request, and (ii) originals and conformed copies of all opinions, certificates, letters, schedules, agreements, documents and instruments delivered pursuant to this Agreement in the quantities that the Initial Purchaser or the Rating Agencies, as the case may be, may reasonably request.