Common use of Section 1315 Clause in Contracts

Section 1315. Series Enhancer...............................................67 Section 1316. Interest Rate Hedge Counterparty..............................67 Section 1317. Consents and Approvals........................................67 Table of Contents (continued) EXHIBIT A - Form of Non-Recourse Release EXHIBIT B - Investment Letter EXHIBIT C - Form of Control Agreement EXHIBIT D - Depreciation Methods by Type of Managed Container EXHIBIT E - Form of Asset Base Certificate EXHIBIT F Interest Rate Hedge Agreement Policy APPENDIX A - Master Index of Defined Terms This Indenture, dated as of August 1, 2005 (as amended, modified or supplemented from time to time as permitted hereby, this "Indenture"), between TAL ADVANTAGE I LLC, a limited liability company organized under the laws of Delaware (the "Issuer"), and U.S. Bank National Association, a national banking association, as the Indenture Trustee (the "Indenture Trustee"). Each party agrees as follows for the benefit of the other party, the Noteholders, each Series Enhancer, if any, and each Eligible Interest Rate Hedge Counterparty. GRANTING CLAUSE To secure the payment of all Outstanding Obligations and the performance of all of the Issuer's covenants and agreements in this Indenture and all other Transaction Documents, the Issuer hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Indenture Trustee, for the benefit of Noteholders, each Series Enhancer, if any, and each Interest Rate Hedge Counterparty, a security interest in and to all of the Issuer's right, title and interest in, to and under the following, whether now existing or hereafter created or acquired: (i) the Managed Containers (including any and all substitutions therefor acquired from time to time) and other Transferred Assets, (ii) the Trust Account, the Restricted Cash Account, any Series Account and all amounts and Eligible Investments, Financial Assets, Investment Property, Securities Entitlements and all other instruments, assets or amounts credited to any of the foregoing or otherwise on deposit from time to time in the foregoing, (iii) the Contribution and Sale Agreement, all Interest Rate Hedge Agreements and the Management Agreement, (iv) all other assets and properties of the Issuer, whether now existing or hereafter acquired, (v) all income, payments and proceeds of the foregoing and all other assets granted, assigned, conveyed, mortgaged, pledged, hypothecated and transferred to the Indenture Trustee pursuant to this clause, and (vi) all of the following, whether now existing or hereafter acquired:

Section 1315. Series Enhancer...............................................67 Hedge Counterparty............................................................................66 Section 1316. Interest Rate Hedge Counterparty..............................67 Section 1317. Consents and Approvals................................................................................................................66 Section 1317. Counterparts..................................................................................66 Section 1318. Effect on Prior Indenture.....................................................................67 Table of Contents (continued) Schedule I Maximum Concentrations for Lessees EXHIBIT A - Form of Non-Recourse Release EXHIBIT B - Investment Letter EXHIBIT C - Form of Control Agreement EXHIBIT D - Depreciation Methods by Type of Managed Container EXHIBIT E - Form of Asset Base Certificate EXHIBIT F Interest Rate Hedge Agreement Policy APPENDIX A - Master Index of Defined Terms This Amended and Restated Indenture, dated as of August 1April 12, 2005 2006 (as amended, modified or supplemented from time to time as permitted hereby, this "Indenture"), between TAL ADVANTAGE I LLC, a limited liability company organized under the laws of Delaware (the "Issuer"), and U.S. Bank National Association, a national banking association, as the Indenture Trustee (the "Indenture Trustee"). Each party agrees as follows for the benefit of the other party, the Noteholders, each Series Enhancer, if any, and each Eligible Interest Rate Hedge Counterparty. GRANTING CLAUSE To secure the payment of all Outstanding Obligations and the performance of all of the Issuer's covenants and agreements in this Indenture and all other Transaction Documents, the Issuer hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Indenture Trustee, for the benefit of Noteholders, each Series Enhancer, if any, and each Interest Rate Hedge Counterparty, a security interest in and to all of the Issuer's right, title and interest in, to and under the following, whether now existing or hereafter created or acquired: (i) the Managed Containers (including any and all substitutions therefor acquired from time to time) and other Transferred Assets, (ii) the Trust Account, the Restricted Cash Account, the Temporary Loss Account, any Series Account and all amounts and Eligible Investments, Financial Assets, Investment Property, Securities Entitlements and all other instruments, assets or amounts credited to any of the foregoing or otherwise on deposit from time to time in the foregoing, (iii) the Contribution and Sale Agreement, all Interest Rate Hedge Agreements Agreements, the Management Agreement and the Management Intercreditor Agreement, (iv) all other assets and properties of the Issuer, whether now existing or hereafter acquired, (v) all income, payments and proceeds of the foregoing and all other assets granted, assigned, conveyed, mortgaged, pledged, hypothecated and transferred to the Indenture Trustee pursuant to this clause, and (vi) all of the following, whether now existing or hereafter acquired:

Section 1315. Series Enhancer...............................................67 Satisfaction and Discharge................................ 77 Section 1316. Interest Rate Hedge Counterparty..............................67 Section 1317. Consents and Approvals........................................67 Table Appointment of Contents (continued) Agent for Service.......................... 78 EXHIBIT A - -- Form of NonCapital Unit Certificate CAPITAL UNIT AGREEMENT, dated as of October 18, 1995, by and among M▇▇▇▇▇ S▇▇▇▇▇▇ FINANCE PLC, a company duly incorporated and existing under the laws of England and Wales ("MS plc"), M▇▇▇▇▇ S▇▇▇▇▇▇ GROUP INC., a Delaware corporation (the "Corporation"), CHEMICAL BANK, a New York banking corporation, acting solely as capital unit agent and book-Recourse Release EXHIBIT B - Investment Letter EXHIBIT C - Form entry unit depositary (in its capacity as capital unit agent, the "Agent," and, in its capacity as book-entry unit depositary, the "Book-Entry Unit Depositary"), except to the extent that this Agreement specifically states that the Agent and Book-Entry Unit Depositary is acting in another capacity, and Chemical Bank, a New York banking corporation, as trustee under the Indenture described below (in its capacity as trustee under the Indenture, the "Trustee") and the holders from time to time of Control the Capital Units described herein. RECITALS OF M▇▇▇▇▇ S▇▇▇▇▇▇ FINANCE PLC MS plc has duly authorized the issuance of its 8.20% Subordinated Debentures due November 30, 2015 (the "Debentures"), of substantially the tenor hereinafter set forth, in an aggregate principal amount of $150,000,000 (subject to an increase up to a maximum of $172,500,000 pursuant to the Underwriting Agreement EXHIBIT D - Depreciation Methods by Type of Managed Container EXHIBIT E - Form of Asset Base Certificate EXHIBIT F Interest Rate Hedge described herein) as provided in this Agreement Policy APPENDIX A - Master Index of Defined Terms This and in that certain Subordinated Indenture, dated as of August 1November 15, 2005 1993, by and among MS plc, the Corporation and the Trustee (as amended, modified the same may be amended or supplemented from time to time as permitted herebytime, this the "Indenture"), between TAL ADVANTAGE I LLCand to provide therefor MS plc has duly authorized the execution and delivery of this Agreement, a limited liability company organized under the laws Indenture and the Debentures. All acts and things necessary to make the Debentures, when executed by MS plc and authenticated and delivered by the Trustee, as provided in this Agreement and in the Indenture, the valid obligations of Delaware MS plc, have been done. RECITALS OF M▇▇▇▇▇ S▇▇▇▇▇▇ GROUP INC. The Corporation has duly authorized the Guarantee with respect to payments on the Debentures, as provided for in the Indenture (the "IssuerGuarantee") and the issuance of 6,000,000 (subject to an increase up to a maximum of 6,900,000 pursuant to the Underwriting Agreement) of its preferred stock purchase contracts (the "Purchase Contracts"), of substantially the tenor hereinafter set forth, and U.S. Bank National Associationto provide therefor the Corporation has duly authorized the execution and delivery of this Agreement, a national banking associationthe Indenture and the Purchase Contracts. All acts and things necessary to make the Guarantee, when the Indenture has been executed by the Corporation and MS plc and the Debentures have been executed by MS plc and authenticated and delivered by the Trustee, as provided in the Indenture Trustee (Indenture, and the "Indenture Trustee"). Each party agrees as follows for Purchase Contracts, when executed by the benefit Corporation and countersigned, executed on behalf of the other partyHolders and delivered by the Agent, as provided in this Agreement, the Noteholders, each Series Enhancer, if any, and each Eligible Interest Rate Hedge Counterparty. GRANTING CLAUSE To secure the payment of all Outstanding Obligations and the performance of all valid obligations of the Issuer's covenants and agreements in this Indenture and all other Transaction DocumentsCorporation, the Issuer hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Indenture Trustee, for the benefit of Noteholders, each Series Enhancer, if any, and each Interest Rate Hedge Counterparty, a security interest in and to all of the Issuer's right, title and interest in, to and under the following, whether now existing or hereafter created or acquired: (i) the Managed Containers (including any and all substitutions therefor acquired from time to time) and other Transferred Assets, (ii) the Trust Account, the Restricted Cash Account, any Series Account and all amounts and Eligible Investments, Financial Assets, Investment Property, Securities Entitlements and all other instruments, assets or amounts credited to any of the foregoing or otherwise on deposit from time to time in the foregoing, (iii) the Contribution and Sale Agreement, all Interest Rate Hedge Agreements and the Management Agreement, (iv) all other assets and properties of the Issuer, whether now existing or hereafter acquired, (v) all income, payments and proceeds of the foregoing and all other assets granted, assigned, conveyed, mortgaged, pledged, hypothecated and transferred to the Indenture Trustee pursuant to this clause, and (vi) all of the following, whether now existing or hereafter acquired:have been done. ARTICLE ONE