Common use of Security Interest Representations Clause in Contracts

Security Interest Representations. (a) This Supplement and the Indenture create a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge Counterparty, which security interest is prior to all other Liens (other than Permitted Encumbrances), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account and any Series Accounts constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture and such security interest constitutes a perfected security interest in favor of the Indenture Trustee. All financing statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral contain

Security Interest Representations. (a) This Supplement and the The Indenture create creates a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders and any each Hedge Counterparty, which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within with the meaning of the UCC. The Trust Account, the Restricted Cash Account (if such account has been opened) and any the Series Accounts 2009-1 Series Account constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture. (e) Other than the security interest granted to the Indenture and such Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest constitutes in, or otherwise conveyed any of the Collateral, except as permitted pursuant to the Indenture. The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a perfected description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in favor the Indenture or (ii) that has been terminated. The Issuer has no actual knowledge of any judgment or tax lien filings against the Issuer. (f) Pursuant to Section 3.3.5 of the Management Agreement, the Manager has acknowledged that it is holding the Leases, to the extent they relate to the Managed Containers on behalf of, and for the benefit of, the Indenture Trustee. All None of the Leases that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. The Seller has caused the filing of all appropriate financing statements filed against or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership interest of the Issuer in favor of (and the Indenture Trustee as its assignee) in connection herewith describing the Leases (to the extent that such Leases relate to the Managed Containers) arising under the Contribution and Sale Agreement. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral containto the pledge to the Indenture Trustee of its interest and rights in such Collateral hereunder or under the Indenture. (h) Xxxxx Fargo Bank, National Association (in its capacity as securities intermediary) has identified in its records the Indenture Trustee as the Person having a Security Entitlement in each of the Trust Account and the Series 2009-1 Series Account (and will do so with respect to the Restricted Cash Account, if and when such account is opened). (i) The Trust Account and the Series 2009-1 Series Account are not in the name of any Person other than the Issuer. The Issuer has not consented for Xxxxx Fargo Bank, National Association (as the securities intermediary of the Trust Account and the Series 2009-1 Series Account) to comply with Entitlement Orders of any Person other than the Indenture Trustee. (j) No creditor of the Issuer (other than (x) with respect to the Managed Containers, the related lessee and (y) the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral, other than for purposes of repair, refurbishment, painting, positioning, storage and other similar matters with respect to Managed Containers. The representations and warranties set forth in this Section 620 shall survive until this Supplement is terminated in accordance with its terms and the terms of the Indenture. Any breaches of the representations and warranties set forth in this Section 620 may be waived by the Indenture Trustee, only with the prior written consent of the Control Party.

Security Interest Representations. (a) This Supplement and the Indenture create a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders Noteholders, each Series Enhancer, and any each Interest Rate Hedge CounterpartyProvider, which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “goods” or “inventory” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease Lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account, the Series 2006-1 Series Account, and Manager Transition Account and any Series Accounts constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Interest Rate Hedge Agreements, the Contribution and Sale Agreement Agreement, and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior junior, or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture and such security interest constitutes a perfected security interest in favor of the Indenture TrusteeIndenture. All financing statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral containcontain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee.” (e) Other than the security interest granted to the Indenture Trustee pursuant to this Supplement and the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted pursuant to the Indenture. The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in this Supplement or the Indenture or (ii) that has been terminated. The Issuer has no actual knowledge of any judgment or tax lien filings against the Issuer. (f) The Issuer has received a written acknowledgment from the Manager that the Manager is holding the Leases on behalf of, and for the benefit of, the Indenture Trustee. None of the Leases that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned, or otherwise conveyed to any Person other than the Indenture Trustee. The Seller has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest of the Issuer (and the Indenture Trustee as its assignee) in the Leases (to the extent that such Leases are related to the Containers) granted to the Issuer in the Contribution and Sale Agreement. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral to the pledge to the Indenture Trustee of its interest and rights in such Collateral hereunder or under the Indenture. (h) The Issuer has taken all steps necessary to cause U.S. Bank National Association (in its capacity as securities intermediary) to identify in its records the Indenture Trustee as the Person having a Security Entitlement in each of the Trust Account, the Restricted Cash Account, the Series 2006-1 Series Account, and the Manager Transition Account. (i) The Trust Account, the Restricted Cash Account, Series 2006-1 Series Account and the Manager Transition Account are not in the name of any Person other than the Indenture Trustee. The Issuer has not given its consent to U.S. Bank National Association (as the securities intermediary of the Trust Account, the Restricted Cash Account, the Series 2006-1 Series Account, and the Manager Transition Account) to comply with entitlement orders of any Person other than the Indenture Trustee. The Manager Collection Account is subject to a control agreement which has perfected the security interest of the Collateral Agent therein on Gross Revenues for the benefit of the Indenture Trustee as the named party thereunder. (j) No creditor of the Issuer (other than the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral. The representations and warranties set forth in this Section 6.20 shall survive until this Supplement is terminated in accordance with its terms and the terms of the Indenture. Any breaches of the representations and warranties set forth in this Section 6.20 may be waived by the Indenture Trustee, only with the prior written consent of the Control Party and with prior written notice to the Rating Agencies.

Security Interest Representations. (ai) This Supplement and In the Indenture create event that the transfer of the Specified Assets pursuant to the terms of this Agreement is held not to constitute a “true sale” or “true contribution,” this Agreement creates a valid and continuing security interest (as defined in the UCC) in the Collateral Specified Assets in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge CounterpartyBuyer, which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such as against creditors of and purchasers from the Issuer.Seller; (bii) The Containers Purchased Receivables constitute “goodsaccounts” within the meaning of the applicable UCC. The Leases Purchased Equipment Loans constitute “tangible chattel paper” within the meaning of the applicable UCC. The lease receivables constitute Equipment constitutes “accountsequipment” or and not “proceedsfixtures” of the Leases within the meaning of under the UCC. The Trust Account, the Restricted Cash Account and any Series Accounts Equipment Notes constitute “securities accountsinstruments” within the meaning of the applicable UCC. The Issuer’s contractual rights under any Hedge Agreements; (iii) Immediately prior to the conveyance of the Specified Assets set forth in this Agreement, the Contribution Seller was the sole owner of such Specified Assets and Sale Agreement owned and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has had good and marketable title to the CollateralSpecified Assets, free and clear of any Lien Lien, claim or encumbrance of any Person (whether senior, junior or pari passu), claim or encumbrance of any Person, ) except for any Permitted EncumbrancesAdverse Claim; provided, however, that the Seller makes no representation regarding the availability of a willing buyer for the Specified Assets. (div) The Issuer Seller has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral Specified Assets granted to the Indenture Trustee in this Supplement Buyer and assigned to the Issuer (and the Indenture and such security interest constitutes a perfected security interest in favor Trustee as assignee of the Indenture TrusteeIssuer). All financing statements filed against the Issuer Seller in favor of the Indenture Trustee Buyer in connection herewith describing the Collateral containSpecified Assets contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Buyer, the Issuer and the Indenture Trustee (as assignee of the Issuer)”; (v) The Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Specified Assets except for Permitted Adverse Claims. The Seller has not authorized the filing of, and is not aware of, any financing statements or documents of similar import against the Seller that include a description of collateral covering the Specified Assets other than any financing statement or document of similar import (i) relating to the security interest granted to the Buyer and assigned to the Issuer (and the Indenture Trustee as assignee of the Issuer) or (ii) that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller; (vi) The Seller or the Indenture Trustee has received a written acknowledgement from the Custodian that the Custodian is holding the only originally executed counterpart of each Equipment Note and the related security agreement on behalf of, and for the benefit of, the Indenture Trustee and is subject to the Custodian’s customary security and safekeeping procedures; (vii) None of the Equipment Notes or Equipment Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Buyer’s and the Issuer’s assignee, the Indenture Trustee; and other than any holder of an Adverse Claim to be released simultaneously with the Purchase by the Buyer hereunder; and (viii) The Seller has received all necessary consents and approvals required by the terms of the Specified Assets to pledge to the Buyer of its interest and rights in such Specified Assets hereunder, under the Pooling and Servicing Agreement or the Indenture.

Security Interest Representations. (a) This Supplement and In the Indenture create case of a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge Counterparty, which security interest is prior to all other Liens (other than Permitted Encumbrances), and is enforceable as such as against creditors of and purchasers from the Issuer.Seller: (bi) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables Receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account and any Series Accounts constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (cii) The Issuer owns and has good and marketable title Other than Liens released concurrently with the sale of any Receivables to the CollateralBuyer hereunder, free it has not pledged, assigned, sold, granted a Lien in, or otherwise conveyed any of the Receivables, Collections or Related Security to any Person other than the Buyer. It has not authorized the filing of and clear is not aware of any Lien (whether seniorfinancing statements against it that include a description of collateral covering such Receivables, junior the Collections or pari passu), claim the Related Security other than any financing statement relating to the security interest granted to the Buyer under this Agreement or encumbrance that has been terminated or that relates to Liens released concurrently with the sale of any Person, except for Permitted EncumbrancesReceivables to the Buyer hereunder. It has no knowledge of any judgment or tax lien filings against it. (diii) The Issuer It has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in such Receivables, Collections and Related Security, in each case to the Collateral extent a security interest in such assets can be perfected by filing financing statements, granted to the Indenture Trustee in Buyer under this Supplement and the Indenture and such security interest constitutes a perfected security interest Agreement. (iv) All financing statements filed or to be filed against it in favor of the Indenture Trustee. All financing statements filed against the Issuer in favor of the Indenture Trustee Buyer in connection herewith describing the Collateral containReceivables, the Collections or the Related Security contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”. (v) Its state of organization has not been changed within the four months preceding the Closing Date. As of the Closing Date, except as described in Schedule II hereto, it has no trade names, fictitious names, assumed names or “doing business as” names or other names under which it has done or is doing business. It has not changed its name, whether by amendment of its charter or other organizational document, by reorganization or otherwise, within the four months preceding the Closing Date. As of the Closing Date, its principal place of business and chief executive office is located at its address set forth on the signature pages hereto and has been so for the last four months. (vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.02(e) shall be continuing and remain in full force and effect.

Security Interest Representations. (a) This Supplement and the The Indenture create creates a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge Counterparty, which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within with the meaning of the UCC. The Trust Account, the Restricted Cash Account (if such account has been opened) and any the Series Accounts 2008-1 Series Account constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture. (e) Other than the security interest granted to the Indenture and such Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest constitutes in, or otherwise conveyed any of the Collateral, except as permitted pursuant to the Indenture. The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a perfected description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in favor the Indenture or (ii) that has been terminated. The Issuer has no actual knowledge of any judgment or tax lien filings against the Issuer. (f) Pursuant to Section 3.3.5 of the Management Agreement, the Manager has acknowledged that it is holding the Leases, to the extent they relate to the Managed Containers on behalf of, and for the benefit of, the Indenture Trustee. All None of the Leases that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. The Seller has caused the filing of all appropriate financing statements filed against or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership interest of the Issuer in favor of (and the Indenture Trustee as its assignee) in connection herewith describing the Leases (to the extent that such Leases relate to the Managed Containers) arising under the Contribution and Sale Agreement. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral containto the pledge to the Indenture Trustee of its interest and rights in such Collateral hereunder or under the Indenture. (h) U.S. Bank National Association (in its capacity as securities intermediary) has identified in its records the Indenture Trustee as the Person having a Security Entitlement in each of the Trust Account and the Series 2008-1 Series Account (and will do so with respect to the Restricted Cash Account, if and when such account is opened). (i) The Trust Account and the Series 2008-1 Series Account are not in the name of any Person other than the Issuer. The Issuer has not consented for U.S. Bank National Association (as the securities intermediary of the Trust Account and the Series 2008-1 Series Account) to comply with Entitlement Orders of any Person other than the Indenture Trustee. (j) No creditor of the Issuer (other than (x) with respect to the Managed Containers, the related lessee and (y) the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral, other than for purposes of repair, refurbishment, painting, positioning, storage and other similar matters with respect to Managed Containers. The representations and warranties set forth in this Section 621 shall survive until this Supplement is terminated in accordance with its terms and the terms of the Indenture. Any breaches of the representations and warranties set forth in this Section 621 may be waived by the Indenture Trustee, only with the prior written consent of the Control Party.

Security Interest Representations. (a) This Supplement and the The Indenture create creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Containers and the proceeds thereof in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge Counterparty, which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such against creditors of and purchasers from the Issuer. 119711890\V-7 (b) The Containers constitutes “goods” within the meaning of the applicable UCC. (c) The Issuer owns and has good and marketable title to the Containers free and clear of any Lien, claim, or encumbrance of any Person. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Containers and the proceeds thereof granted to the Indenture Trustee under the Indenture. (e) Other than the security interest granted to the Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Containers or the proceeds thereof. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Containers or the proceeds thereof other than any financing statement relating to the security interest granted to the Indenture Trustee under the Indenture or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (f) No creditor of the Issuer other than Indenture Trustee has in its possession any goods that constitute or evidence the Containers or the proceeds thereof. (g) The Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Account, the Restricted Cash Account and the Series 2012-1 Series Account in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from Issuer. (h) All Eligible Investments have been and will have been credited to one of the Trust Account, the Restricted Cash Account and the Series 2012-1 Series Account. The Securities Intermediary for the Trust Account, the Restricted Cash Account and the Series 2012-1 Series Account has agreed to treat all assets credited to such accounts as “financial assets” within the meaning of the UCC. (i) The Issuer owns and has good and marketable title to each of the Trust Account, the Restricted Cash Account, the Series 2012-1 Series Account and the Eligible Investments credited thereto (collectively, the “Securities Entitlements Collateral”) free and clear of any Lien, claim, or encumbrance of any Person. (j) The Issuer has received all consents and approvals required by the terms of the Eligible Investments to the transfer to the Indenture Trustee all of its interest and rights in the Eligible Investments. (k) The Issuer has delivered to Indenture Trustee a fully executed agreement pursuant to which the securities intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to the Trust Account, the Restricted Cash Account and the Series 2012-1 Series Account without further consent by the Issuer. (l) Other than the security interest granted to the Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise 119711890\V-7 conveyed any of the Securities Entitlement Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Securities Entitlement Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (m) The Trust Account, the Restricted Cash Account and the Series 2012-1 Series Account are not in the name of any person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the securities intermediary of any Trust Account, the Restricted Cash Account and the Series 2012-1 Series Account to comply with entitlement orders of any person other than the Indenture Trustee. (n) The Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Issuer’s contractual rights under any Interest Rate Hedge Agreement, the Contribution and Sale Agreement and the Management Agreement (collectively, the “General Intangible Collateral”) in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer. (bo) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account and any Series Accounts constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Interest Rate Hedge AgreementsAgreement, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the applicable UCC. (cp) The Issuer owns and has good and marketable title to the Collateral, General Intangible Collateral free and clear of any Lien (whether seniorLien, junior or pari passu)claim, claim or encumbrance of any Person, except for Permitted Encumbrances. (dq) The Issuer has received all consents and approvals required by the terms of the General Intangible Collateral to pledge such General Intangibles Collateral to the Indenture Trustee. (r) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the General Intangible Collateral granted to the Indenture Trustee. (s) Other than the security interest granted to the Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the General Intangible Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the General Intangible Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The representations and warranties set forth in this Section 621 shall survive until this Supplement is terminated in accordance with its terms and the Indenture terms of the Indenture. Any breaches of the representations and such security interest constitutes a perfected security interest warranties set forth in favor of this Section 621 may be waived by the Indenture Trustee. All financing statements filed against , only with the Issuer in favor prior written consent of the Indenture Trustee in connection herewith describing Control Party, and satisfaction of the Collateral containRating Agency Condition. 119711890\V-7

Security Interest Representations. (a) This Supplement and the Indenture create creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, Trustee (for the benefit of the Noteholders and any Noteholders, each Currency Hedge Counterparty, each Interest Rate Hedge Counterparty and the Administrative Agent), which security interest is prior to all other Liens (other than Permitted EncumbrancesLiens on beneficially owned items of Collateral), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account and any Series Accounts constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passuother than Permitted Liens on beneficially owned items of Collateral), claim or encumbrance of any Person. (c) An original executed copy of each Relevant Document and all originals of the related chattel paper or instruments that constitute or evidence the Collateral (or, except for Permitted Encumbrancesif the original chattel paper or instrument constituting such item of Collateral does not exist, then a certified true copy) have been delivered to the Indenture Trustee (or with respect to each Contract File, the Custodian as permitted bailee of the Indenture Trustee). (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee (for the benefit of the Noteholders, each Currency Hedge Counterparty, each Interest Rate Hedge Counterparty and the Administrative Agent) in this Indenture and any related Supplement. (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture and any related Supplement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of Collateral covering the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee in this Indenture or any related Supplement and which names the Indenture Trustee as secured party or assignee of the secured party, or (ii) that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (f) None of the Relevant Documents and such security interest constitutes the Contracts, Contract Files and Related Assets allocated to a perfected Certificate pledged hereunder have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than (i) the Indenture Trustee, (ii) the following legend “THIS LEASE IS SUBJECT TO ONE OR MORE OWNERSHIP INTERESTS AND SECURITY INTERESTS IN FAVOR OF SECURED PARTIES TO THE EXTENT THIS LEASE RELATES TO AND COVERS EQUIPMENT AND INVENTORY WHICH IS ALSO SUBJECT TO ONE OR MORE SECURITY INTERESTS IN FAVOR OF SUCH SECURED PARTIES” and (iii) a legend indicating that one or more other financial institutions have a security interest in favor such contract; provided, however, in the case of clause (iii) that the Issuer shall have provided to Indenture Trustee and the Administrative Agent UCC terminations, payoff letters or such other evidence of release or inapplicability that shall be reasonably satisfactory to the Administrative Agent. With respect to all Contracts and Related Assets constituting chattel paper and allocated to a Certificate pledged hereunder, the Issuer has, or has caused to be taken, such steps as are necessary to protect the Issuer’s or the Trust’s interest in any related Equipment securing such chattel paper. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral to the transfer to the Indenture Trustee of its interest and rights in such Collateral under this Indenture. (h) The Securities Accounts are not in the name of any Person other than the Indenture Trustee. All financing statements filed against The Issuer has not consented to the Issuer in favor securities intermediary of any Securities Account complying with entitlement orders of any Person other than the Indenture Trustee in connection herewith describing the Collateral containTrustee.

Security Interest Representations. (a1) This Supplement and In the Indenture create event that the transfer of the Second Tier Purchased Assets pursuant to the terms of this Agreement is held not to constitute a "true sale" or "true contribution", this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Second Tier Purchased Assets in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge CounterpartyIssuer, which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such as against creditors of and purchasers from the Issuer.Transferor; (b2) The Containers Receivables constitute “goods” "accounts" within the meaning of the applicable UCC. The Leases Equipment Loans constitute “"tangible chattel paper” " within the meaning of the applicable UCC. The lease receivables Equipment Notes constitute “accounts” or “proceeds” of the Leases "instruments" within the meaning of the applicable UCC. The Trust Account, the Restricted Cash Account and any Series Accounts constitute “securities accounts” within the meaning rights of the UCC. The Issuer’s contractual rights Transferor under any Hedge Agreements, the Contribution and Sale Purchase Agreement and the Management Agreement constitute “are "general intangibles” within " under the meaning of the applicable UCC. (c3) The Issuer owns Immediately prior to the conveyance of the Second Tier Purchased Assets set forth in this Agreement, the Transferor was the sole owner of such Second Tier Purchased Assets and has owned and had good and marketable title to the CollateralSecond Tier Purchased Assets, free and clear of any Lien Lien, claim or encumbrance of any Person (whether senior, junior or pari passu)) other than Permitted Adverse Claims; provided, claim or encumbrance however, that the Transferor makes no representation regarding the availability of any Person, except a willing buyer for Permitted Encumbrances.the Second Tier Purchased Assets; (d4) The Issuer Transferor has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral Second Tier Purchased Assets granted to the Indenture Trustee in this Supplement Issuer and the Indenture and such security interest constitutes a perfected security interest in favor of assigned to the Indenture Trustee. All financing statements filed against the Transferor in favor of the Issuer in connection herewith describing the Second Tier Purchased Assets contain a statement to the following effect: "A purchase of or security interest in any collateral described in this financing statement except in favor of the Indenture Trustee will violate the rights of the Issuer and the Indenture Trustee"; (5) Other than the security interest granted to the Issuer pursuant to this Agreement and assigned to the Indenture Trustee, the Transferor has not pledged, assigned, sold, granted a security interest in connection herewith describing or otherwise conveyed any of the Collateral containSecond Tier Purchased Assets except as permitted hereby. The Transferor has not authorized the filing of, and is not aware of, any financing statements or documents of similar import against the Transferor that include a description of collateral covering the Second Tier Purchased Assets other than any financing statement or document of similar import (i) relating to the security interest granted to the Issuer and assigned to the Indenture Trustee or (ii) that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor; (6) The Transferor has received a written acknowledgement from the Custodian that the Custodian is holding the only original executed counterpart of each Equipment Note and the related security agreement on behalf of, and for the benefit of, the Indenture Trustee and is subject to the Custodian's customary security and safekeeping procedures; (7) None of the Equipment Notes or Equipment Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer's assignee, the Indenture Trustee except as provided in Section 2.09(a); and (8) The Transferor has received all necessary consents and approvals required by the terms of the Second Tier Purchased Assets to the pledge to the Issuer of its interest and rights in such Second Tier Purchased Assets hereunder, or the Indenture. The representations and warranties set forth above shall survive until the Indenture is terminated in accordance with its terms. Any breaches of the representations and warranties set forth in Section 7.01(b)(viii) above may be waived upon satisfaction of the Rating Agency Condition.

Security Interest Representations. (a) This Supplement and the Indenture create a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge Counterparty, which security interest is prior to all other Liens (other than Permitted Encumbrances), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account and any Series Accounts constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture and such security interest constitutes a perfected security interest in favor of the Indenture Trustee. All financing statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral containcontain a statement to the following effect: “A purchase or acquisition of a security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (e) Other than the security interest granted to the Indenture Trustee pursuant to this Supplement and the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted pursuant to the Indenture. The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in this Supplement or the Indenture or (ii) that has been terminated. The Issuer has no actual knowledge of any judgment or tax lien filings against the Issuer. (f) Pursuant to Section 3.3.5 of the Management Agreement, the Manager has acknowledged that it is holding the Leases, to the extent they relate to the Managed Containers, on behalf of, and for the benefit of, the Indenture Trustee. None of the Leases that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. The Seller has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership interest of the Issuer (and the Indenture Trustee as its assignee) in the Leases (to the extent that such Leases relate to the Managed Containers) arising under the Contribution and Sale Agreement. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral to the pledge to the Indenture Trustee of its interest and rights in such Collateral hereunder or under the Indenture. (h) Xxxxx Fargo Bank, National Association (in its capacity as securities intermediary) has identified in its records the Indenture Trustee as the Person having a Security Entitlement in each of the Trust Account, the Restricted Cash Account and any Series Accounts. (i) The Trust Account, the Restricted Cash Account and any Series Accounts are not in the name of any Person other than the Issuer. The Issuer has not consented for Xxxxx Fargo Bank, National Association (as the securities intermediary of the Trust Account, the Restricted Cash Account and any Series Accounts) to comply with Entitlement Orders of any Person other than the Indenture Trustee. (j) No creditor of the Issuer (other than (x) with respect to the Managed Containers, the related lessee and (y) the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral, other than for purposes of repair, refurbishment, painting, positioning, storage and other similar matters with respect to Managed Containers. The representations and warranties set forth in this Section 621 shall survive until this Supplement is terminated in accordance with its terms and the terms of the Indenture. Any breaches of the representations and warranties set forth in this Section 621 may be waived by the Indenture Trustee, only with the prior written consent of the Control Party and with the prior written notice to the Rating Agency.

Security Interest Representations. (ai) This Supplement and the Indenture create Agreement creates a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture TrusteeCollateral Agent, for the benefit of the Noteholders and any Hedge CounterpartySecured Parties, which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such as against creditors of and purchasers from the IssuerBorrower. (bii) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within with the meaning of the UCC. The Trust Distribution Account, the Revenue Reserve Account and the Restricted Cash Account and any Series Accounts constitute “securities accounts” within the meaning of the UCC. The IssuerBorrower’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (ciii) The Issuer Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (div) The Issuer Borrower has caused or shall on the Closing Date cause the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee Collateral Agent in this Supplement Agreement. 76 (v) Other than the security interest granted to the Collateral Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted pursuant to this Agreement. The Borrower has not authorized the filing of, and is not aware of, any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Collateral Agent in this Agreement or (ii) that has been terminated. The Borrower has no actual knowledge of any judgment or tax lien filings against the Borrower. (vi) Pursuant to Section 3.3.5 of the Management Agreement, the Manager has acknowledged that it is holding the Leases, to the extent they relate to the Managed Containers on behalf of, and for the benefit of, the Collateral Agent, for the benefit of the Secured Parties. The Seller has caused or shall on the Closing Date cause the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership interest of the Borrower (and the Indenture Collateral Agent as its assignee) in the Leases (to the extent that such Leases relate to the Managed Containers) arising under the Contribution and such security interest constitutes a perfected security interest in favor Sale Agreement and/or the First-Tier Contribution and Sale Agreement. (vii) The Borrower has received all necessary consents and approvals required by the terms of the Indenture Trustee. All financing statements filed against Collateral to the Issuer pledge to the Collateral Agent of its interest and rights in favor such Collateral hereunder or under this Agreement. (viii) Wilmington Trust, National Association (in its capacity as Securities Intermediary) has identified in its records the Collateral Agent as the Person having a Security Entitlement in each of the Indenture Trustee Distribution Account, the Revenue Reserve Account and the Restricted Cash Account. (ix) Each of the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account is not in connection herewith describing the name of any Person other than the Borrower. The Borrower has not consented for Wilmington Trust, National Association (as the securities intermediary of the Distribution Account, the Revenue Reserve Account and the Restricted Cash Account) to comply with Entitlement Orders with respect to such account of any Person other than the Collateral containAgent. (x) No creditor of the Borrower (other than (x) with respect to the Managed Containers, the related lessee and (y) the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral, other than for purposes of repair, refurbishment, painting, positioning, storage and other similar matters with respect to Managed Containers. The representations and warranties set forth in this clause (t) shall survive until this Agreement is terminated in accordance with its terms hereof. Any breaches of the representations and warranties 77

Security Interest Representations. (a) This Supplement, the Series 2005-1 Supplement and the Indenture create a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders Noteholders, each Series Enhancer and any Hedge Counterparty, which security interest is prior to all other Liens (other than Permitted Encumbrances), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “"goods” " within the meaning of the applicable UCC. The Leases constitute “"tangible chattel paper” " within the meaning of the UCC. The lease receivables constitute “"accounts” " or “"proceeds” " of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account, the Temporary Loss Account and any Series Accounts constitute “"securities accounts” " within the meaning of the UCC. The Issuer’s 's contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “"general intangibles” " within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement, the Series 2005-1 Supplement and the Indenture and such security interest constitutes a perfected security interest in favor of the Indenture Trustee. All financing statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral containcontain a statement to the following effect: "A purchase or acquisition of a security interest in any collateral described in this financing statement will violate the rights of the Secured Party." (e) Other than the security interest granted to the Indenture Trustee pursuant to this Supplement, the Series 2005-1 Supplement and the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted pursuant to the Indenture. The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in this Supplement, the Series 2005-1 Supplement or the Indenture or (ii) that has been terminated. The Issuer has no actual knowledge of any judgment or tax lien filings against the Issuer. (f) Pursuant to Section 3.3.5 of the Management Agreement, the Manager has acknowledged that it is holding the Leases, to the extent they relate to the Managed Containers, on behalf of, and for the benefit of, the Indenture Trustee. None of the Leases that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. The Seller has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership interest of the Issuer (and the Indenture Trustee as its assignee) in the Leases (to the extent that such Leases relate to the Managed Containers) arising under the Contribution and Sale Agreement. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral to the pledge to the Indenture Trustee of its interest and rights in such Collateral hereunder or under the Indenture. (h) U.S. Bank National Association (in its capacity as securities intermediary) has identified in its records the Indenture Trustee as the Person having a Security Entitlement in each of the Trust Account, the Restricted Cash Account, the Temporary Loss Account and any Series Accounts. (i) The Trust Account, the Restricted Cash Account, the Temporary Loss Account and any Series Accounts are not in the name of any Person other than the Issuer. The Issuer has not consented for U.S. Bank National Association (as the securities intermediary of the Trust Account, the Restricted Cash Account, the Temporary Loss Account and any Series Accounts) to comply with Entitlement Orders of any Person other than the Indenture Trustee. (j) No creditor of the Issuer (other than (x) with respect to the Managed Containers, the related lessee and (y) the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral, other than for purposes of repair, refurbishment, painting, positioning, storage and other similar matters with respect to Managed Containers. The representations and warranties set forth in this Section 621 shall survive until this Supplement is terminated in accordance with its terms and the terms of the Indenture. Any breaches of the representations and warranties set forth in this Section 621 may be waived by the Indenture Trustee, only with the prior written consent of the Control Party and with the prior written notice to the Rating Agencies.

Security Interest Representations. (a) This Supplement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, Trustee (for the benefit of the Noteholders and any Noteholders, the Interest Rate Hedge Counterparty, the Currency Hedge Counterparty and the Administrative Agent), which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account and any Series Accounts constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu)Lien, claim or encumbrance of any Person, except for Permitted Encumbrances. (c) All original executed copies of each Relevant Document and any related note that constitute or evidence the Collateral have been delivered to the Custodian or the Indenture Trustee as applicable. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee (for the benefit of the Noteholders, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and the Administrative Agent) in this Supplement and the Indenture. (e) Other than the security interest granted to the Indenture Trustee pursuant to this Supplement and the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee in this Supplement or the Indenture and such security interest constitutes which names the Indenture Trustee as secured party or assignee of the secured party, or (ii) that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (f) None of the Relevant Documents or any instruments that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than (i) the Indenture Trustee, (ii) the following legend “THIS LEASE IS SUBJECT TO ONE OR MORE OWNERSHIP INTERESTS AND SECURITY INTERESTS IN FAVOR OF SECURED PARTIES TO THE EXTENT THIS LEASE RELATES TO AND COVERS EQUIPMENT AND INVENTORY WHICH IS ALSO SUBJECT TO ONE OR MORE SECURITY INTERESTS IN FAVOR OF SUCH SECURED PARTIES,” and (iii) a perfected legend indicating that one or more other financial institutions have a security interest in favor such contract; provided, however, in the case of clause (iii) that the Issuer shall have provided to the Administrative Agent and the Indenture Trustee UCC terminations, payoff letters or such other evidence of release or inapplicability that shall be reasonably satisfactory to the Administrative Agent. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral to the transfer to the Indenture Trustee of its interest and rights in such Collateral hereunder or under the Indenture. (h) The Securities Accounts are not in the name of any Person other than the Indenture Trustee. All financing statements filed against The Issuer has not consented to the Issuer in favor securities intermediary of any Securities Account to comply with entitlement orders of any Person other than the Indenture Trustee in connection herewith describing the Collateral containTrustee.

Security Interest Representations. (a) This Supplement and the The Indenture create creates a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge Counterparty, which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “"goods” " within the meaning of the applicable UCC. The Leases constitute “"tangible chattel paper” " within the meaning of the UCC. The lease receivables constitute “"accounts” " or “"proceeds” " of the Leases within with the meaning of the UCC. The Trust Account, the Restricted Cash Account, the Temporary Loss Account and any the Series Accounts 2005-1 Series Account constitute “"securities accounts” " within the meaning of the UCC. The Issuer’s 's contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “"general intangibles” " within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture. (e) Other than the security interest granted to the Indenture and such Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest constitutes a perfected security interest in favor in, or otherwise conveyed any of the Indenture TrusteeCollateral, except as permitted pursuant to the Indenture. All The Issuer has not authorized the filing of, and is not aware of, any financing statements filed against the Issuer in favor that include a description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in connection herewith describing the Collateral containIndenture or (ii) that has been terminated. The Issuer has no actual knowledge of any judgment or tax lien filings against the Issuer.

Security Interest Representations. (a) This Supplement and the The Indenture create creates a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders and any each Hedge Counterparty, which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within with the meaning of the UCC. The Trust Account, the Restricted Cash Account (if such account has been opened) and any the Series Accounts 2011-1 Series Account constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture. (e) Other than the security interest granted to the Indenture and such Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest constitutes in, or otherwise conveyed any of the Collateral, except as permitted pursuant to the Indenture. The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a perfected description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in favor the Indenture or (ii) that has been terminated. The Issuer has no actual knowledge of any judgment or tax lien filings against the Issuer. (f) Pursuant to Section 3.3.5 of the Management Agreement, the Manager has acknowledged that it is holding the Leases, to the extent they relate to the Managed Containers on behalf of, and for the benefit of, the Indenture Trustee. All None of the Leases that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. The Seller has caused the filing of all appropriate financing statements filed against or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership interest of the Issuer in favor of (and the Indenture Trustee as its assignee) in connection herewith describing the Leases (to the extent that such Leases relate to the Managed Containers) arising under the Contribution and Sale Agreement. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral containto the pledge to the Indenture Trustee of its interest and rights in such Collateral hereunder or under the Indenture. (h) Xxxxx Fargo Bank, National Association (in its capacity as securities intermediary) has identified in its records the Indenture Trustee as the Person having a Security Entitlement in each of the Trust Account and the Series 2011-1 Series Account (and will do so with respect to the Restricted Cash Account, if and when such account is opened). (i) The Trust Account and the Series 2011-1 Series Account are not in the name of any Person other than the Issuer. The Issuer has not consented for Xxxxx Fargo Bank, National Association (as the securities intermediary of the Trust Account and the Series 2011-1 Series Account) to comply with Entitlement Orders of any Person other than the Indenture Trustee. (j) No creditor of the Issuer (other than (x) with respect to the Managed Containers, the related lessee and (y) the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral, other than for purposes of repair, refurbishment, painting, positioning, storage and other similar matters with respect to Managed Containers. The representations and warranties set forth in this Section 620 shall survive until this Supplement is terminated in accordance with its terms and the terms of the Indenture. Any breaches of the representations and warranties set forth in this Section 620 may be waived by the Indenture Trustee, only with the prior written consent of the Control Party.

Security Interest Representations. (a) This Supplement The Security Agreement and the Indenture other Transaction Documents create a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture TrusteeAgent, for the benefit of the Noteholders Lender and any Eligible Interest Rate Hedge CounterpartyProvider, which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such as against creditors of and purchasers from the Issuer.Borrower. Exhibit 10.1 (b) The Containers constitute “goods” or “inventory” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, Account and the Restricted Cash Account and any Series Accounts constitute “securities accounts” within the meaning of the UCC. The IssuerBorrower’s contractual rights under any Interest Rate Hedge Agreements, the Contribution and Sale Purchase Agreement, the Members Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted EncumbrancesLiens. (d) The Issuer Borrower has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture and such security interest constitutes a perfected security interest in favor Agent, on behalf of the Indenture TrusteeLender and each Eligible Interest Rate Hedge Provider. All financing statements filed against the Issuer Borrower in favor of the Indenture Trustee Agent in connection herewith describing the Collateral containcontain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Agent.” (e) Other than the security interest granted to the Agent pursuant to the Security Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted pursuant to the Transaction Documents. The Borrower has not authorized the filing of, and is not aware of, any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Agent in the Security Agreement or (ii) that has been terminated. The Borrower is not aware of any judgment or tax lien filings against the Borrower. (f) The Borrower has received a written acknowledgment from the Manager that the Manager or an Affiliate thereof is holding the Leases, to the extent they relate to the Containers, on behalf of, and for the benefit of, the Agent. None of the Leases that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. (g) The Borrower has received all necessary consents and approvals required by the terms of the Collateral to the pledge to the Agent of its interest and rights in such Collateral. (h) The Borrower has taken all steps necessary to cause Fortis Bank (Nederland) N.V. (in its capacity as securities intermediary) to identify in its records the Agent as the Person having a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC) in each of the Trust Account and the Restricted Cash Account, and for the purposes of the UCC, New York shall be deemed to be the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC). Exhibit 10.1 (i) The Trust Account and the Restricted Cash Account are not in the name of any Person other than the Agent. The Borrower has not consented to Fortis Bank (Nederland) N.V. (as the securities intermediary of the Trust Account and the Restricted Cash Account) to comply with entitlement orders of any Person other than the Agent. (j) No creditor of the Borrower (other than (x) with respect to the Containers, the related Lessee and (y) the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral.

Security Interest Representations. (a) This Supplement and the Indenture create a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge Counterparty, which security interest is prior to all other Liens (other than Permitted Encumbrances), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Excess Funding Account, the Series 2013-2 Restricted Cash Account and any the Series Accounts 2013-2 Series Account constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture and such security interest constitutes a perfected security interest in favor of the Indenture Trustee. All financing statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral containcontain a statement substantially to the following effect: “A purchase or acquisition of a security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (e) Other than the security interest granted to the Indenture Trustee pursuant to this Supplement and the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted pursuant to the Indenture. The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in this Supplement or the Indenture or (ii) that has been terminated. The Issuer has no actual knowledge of any judgment or tax lien filings against the Issuer. (f) Pursuant to Section 3.3.5 of the Management Agreement, the Manager has acknowledged that it is holding the Leases, to the extent they relate to the Managed Containers, on behalf of, and for the benefit of, the Indenture Trustee. None of the Leases that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. The Seller has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership interest of the Issuer (and the Indenture Trustee as its assignee) in the Leases (to the extent that such Leases relate to the Managed Containers) arising under the Contribution and Sale Agreement. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral to the pledge to the Indenture Trustee of its interest and rights in such Collateral hereunder or under the Indenture. (h) Xxxxx Fargo Bank, National Association (in its capacity as securities intermediary) has identified in its records the Indenture Trustee as the Person having a Security Entitlement in each of the Trust Account, the Excess Funding Account, the Series 2013-2 Restricted Cash Account and the Series 2013-2 Series Account. (i) The Trust Account, the Series 2013-2 Restricted Cash Account, the Excess Funding Account, and the Series 2013-2 Series Account are not in the name of any Person other than the Issuer. The Issuer has not consented for Xxxxx Fargo Bank, National Association (as the securities intermediary of the Trust Account, the Excess Funding Account, the Series 2013-2 Restricted Cash Account and the Series 2013-2 Series Account) to comply with Entitlement Orders of any Person other than the Indenture Trustee. (j) No creditor of the Issuer (other than (x) with respect to the Managed Containers, the related lessee and (y) the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral, other than for purposes of repair, refurbishment, painting, positioning, storage and other similar matters with respect to Managed Containers. The representations and warranties set forth in this Section 621 shall survive until this Supplement is terminated in accordance with its terms and the terms of the Indenture. Any breaches of the representations and warranties set forth in this Section 621 may be waived by the Indenture Trustee, only with the prior written consent of the Control Party and with the prior written notice to the Rating Agency.

Security Interest Representations. The Seller makes the following representations: (ai) This Supplement and the Indenture create Agreement creates a valid and continuing security interest (as defined in the UCC) in the Collateral Transferred Assets in favor of the Indenture Trustee, for Issuer (to the benefit extent that the sale of the Noteholders and any Hedge CounterpartyTransferred Assets creates a security interest under the UCC), which security interest is prior to all other Liens (other than Permitted Encumbrances), and is enforceable as such as against creditors of and purchasers from the IssuerSeller. (bii) The Containers included in the Transferred Assets constitute “goods” within the meaning of the applicable UCC. The related Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account and any Series Accounts constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (ciii) The Immediately prior to the transfer to the Issuer owns of the Transferred Assets, the Seller owned and has had good and marketable title to the CollateralTransferred Assets, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except (x) Permitted Encumbrances and (y) a manufacturer’s or vendor’s lien for Permitted Encumbrancesthe unpaid purchase price of such Transferred Assets so long as such unpaid purchase price is paid within two Business Days following the later of the acquisition of such Transferred Assets by the Issuer or the inclusion of such Transferred Assets in the Asset Base. (div) The Issuer Seller has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted Transferred Assets arising under this Agreement (to the Indenture Trustee in this Supplement and extent that the Indenture sale of the Transferred Assets creates a security interest under the UCC) and such security interest constitutes a perfected security interest in favor of the Indenture TrusteeIssuer. All financing statements filed against the Issuer Seller in favor of the Issuer (and the Indenture Trustee as its assignee) in connection herewith describing the Collateral containTransferred Assets contain a statement substantially to the following effect: “A purchase or acquisition of a security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (v) Other than the security interest granted to the Issuer pursuant to this Agreement, the Seller has not pledged or granted a security interest in the Transferred Assets, except as contemplated by this Agreement. The Seller has not authorized the filing of, and is not aware of, any financing statements against the Seller that include a description of collateral covering the Transferred Assets other than any financing statement or document of similar import (i) relating to the security interest granted to the Issuer (and the Indenture Trustee as its assignee) in this Agreement, (ii) that has been terminated or (iii) relating to a security interest that is released at the time of the transfer of such Transferred Assets to the Issuer. The Seller has no actual knowledge of any judgment or tax lien filings against the Seller. (vi) None of the Leases that constitute or evidence the Transferred Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. (vii) The Seller has received all necessary consents and approvals required by the terms of the Transferred Assets to the transfer to the Issuer of its interest and rights in such Transferred Assets hereunder. (viii) No creditor of the Seller (other than (x) with respect to the Managed Containers, the related lessee) has in its possession any goods that constitute or evidence the Transferred Assets, other than for purposes of repair, refurbishment, painting, positioning, storage and other similar matters with respect to Managed Containers. The representations and warranties set forth in this Section 3.01(j) shall survive until this Agreement is terminated in accordance with its terms. Any breaches of the representations and warranties set forth in this Section 3.01(j) may be waived by the Issuer and the Indenture Trustee (acting at the direction of the Requisite Global Majority) only with prior written notice to the Rating Agency.

Security Interest Representations. (a) This Supplement and the Indenture create creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, Trustee (for the benefit of the Noteholders and any each Currency Hedge Counterparty, each Interest Rate Hedge Counterparty and the Administrative Agent), which security interest is prior to all other Liens (other than Permitted EncumbrancesLiens on beneficially owned items of Collateral), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account and any Series Accounts constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passuother than Permitted Liens on beneficially owned items of Collateral), claim or encumbrance of any Person. (c) An original executed copy of each Relevant Document and all originals of the related chattel paper or instruments that constitute or evidence the Collateral (or, except for Permitted Encumbrancesif the original chattel paper or instrument constituting such item of Collateral does not exist, then a certified true copy) have been delivered to the Indenture Trustee (or with respect to each Contract File, the Custodian as permitted bailee of the Indenture Trustee). (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee (for the benefit of the Noteholders, each Currency Hedge Counterparty, each Interest Rate Hedge Counterparty and the Administrative Agent) in this Indenture and any related Supplement. (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture and any related Supplement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of Collateral covering the Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee in this Indenture or any related Supplement and which names the Indenture Trustee as secured party or assignee of the secured party, or (ii) that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (f) None of the Relevant Documents and such security interest constitutes the Contracts, Contract Files and Related Assets allocated to a perfected Certificate pledged hereunder have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than (i) the Indenture Trustee, (ii) the following legend “ THIS LEASE IS SUBJECT TO ONE OR MORE OWNERSHIP INTERESTS AND SECURITY INTERESTS IN FAVOR OF SECURED PARTIES TO THE EXTENT THIS LEASE RELATES TO AND COVERS EQUIPMENT AND INVENTORY WHICH IS ALSO SUBJECT TO ONE OR MORE SECURITY INTERESTS IN FAVOR OF SUCH SECURED PARTIES ” and (iii) a legend indicating that one or more other financial institutions have a security interest in favor such contract; provided, however, in the case of clause (iii) that the Issuer shall have provided to Indenture Trustee and the Administrative Agent UCC terminations, payoff letters or such other evidence of release or inapplicability that shall be reasonably satisfactory to the Administrative Agent. With respect to all Contracts and Related Assets constituting chattel paper and allocated to a Certificate pledged hereunder, the Issuer has, or has caused to be taken, such steps as are necessary to protect the Issuer’s or the Trust’s interest in any related Equipment securing such chattel paper. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral to the transfer to the Indenture Trustee of its interest and rights in such Collateral under this Indenture. (h) The Securities Accounts are not in the name of any Person other than the Indenture Trustee. All financing statements filed against The Issuer has not consented to the Issuer in favor securities intermediary of any Securities Account complying with entitlement orders of any Person other than the Indenture Trustee in connection herewith describing the Collateral containTrustee.

Security Interest Representations. (a) This Supplement and the Indenture create a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge Counterparty, which security interest is prior to all other Liens (other than Permitted Encumbrances), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Excess Funding Account, the Series 2014-2 Restricted Cash Account and any the Series Accounts 2014-2 Series Account constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture and such security interest constitutes a perfected security interest in favor of the Indenture Trustee. All financing statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral containcontain a statement substantially to the following effect: “A purchase or acquisition of a security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (e) Other than the security interest granted to the Indenture Trustee pursuant to this Supplement and the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted pursuant to the Indenture. The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in this Supplement or the Indenture or (ii) that has been terminated. The Issuer has no actual knowledge of any judgment or tax lien filings against the Issuer. (f) Pursuant to Section 3.3.5 of the Management Agreement, the Manager has acknowledged that it is holding the Leases, to the extent they relate to the Managed Containers, on behalf of, and for the benefit of, the Indenture Trustee. None of the Leases that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. The Seller has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership interest of the Issuer (and the Indenture Trustee as its assignee) in the Leases (to the extent that such Leases relate to the Managed Containers) arising under the Contribution and Sale Agreement. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral to the pledge to the Indenture Trustee of its interest and rights in such Collateral hereunder or under the Indenture. (h) Xxxxx Fargo Bank, National Association (in its capacity as securities intermediary) has identified in its records the Indenture Trustee as the Person having a Security Entitlement in each of the Trust Account, the Excess Funding Account, the Series 2014-2 Restricted Cash Account and the Series 2014-2 Series Account. (i) The Trust Account, the Series 2014-2 Restricted Cash Account, the Excess Funding Account, and the Series 2014-2 Series Account are not in the name of any Person other than the Issuer. The Issuer has not consented for Xxxxx Fargo Bank, National Association (as the securities intermediary of the Trust Account, the Excess Funding Account, the Series 2014-2 Restricted Cash Account and the Series 2014-2 Series Account) to comply with Entitlement Orders of any Person other than the Indenture Trustee. (j) No creditor of the Issuer (other than (x) with respect to the Managed Containers, the related lessee and (y) the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral, other than for purposes of repair, refurbishment, painting, positioning, storage and other similar matters with respect to Managed Containers. The representations and warranties set forth in this Section 621 shall survive until this Supplement is terminated in accordance with its terms and the terms of the Indenture. Any breaches of the representations and warranties set forth in this Section 621 may be waived by the Indenture Trustee, only with the prior written consent of the Control Party and with the prior written notice to the Rating Agency.

Security Interest Representations. (a) This Supplement and the Indenture create creates a valid and continuing security interest (as defined in the UCC) in the Series 2020-1 Specific Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge CounterpartySeries 2020-1 Noteholders, which security interest is prior to all other Liens (other than Permitted Encumbrances), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Managed Containers constitute “goods” or “inventory” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Series 2020-1 Restricted Cash Account, the Excess Funding Account, the Series 2020-1 Defaulted Lease Account, Series 2020-1 Redemption Account, the Series 2020-1 Revenue Reserve Account, the Series 2020-1 L/C Account and any the Series Accounts 2020-1 Series Account constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral and the Series-Specific Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and any Series-Specific Collateral granted to the Indenture Trustee in this Supplement and the Indenture and such security interest constitutes a perfected security interest in favor of the Indenture TrusteeIndenture. All financing statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral containand any Series-Specific Collateral contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee.” (e) Other than the security interest granted to the Indenture Trustee pursuant to this Supplement and the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral and any Series-Specific Collateral, except as permitted pursuant to the Indenture. The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral and any Series-Specific Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in this Supplement or the Indenture or (ii) that has been terminated. The Issuer is not aware of any judgment or Tax lien filings against the Issuer. (f) The Issuer has received a written acknowledgment from the Manager that the Manager or an Affiliate thereof is holding the Leases, to the extent they relate to the Managed Containers, on behalf of, and for the benefit of, the Indenture Trustee and the other Persons set forth in the Indenture. None of the Leases that constitute or evidence the Collateral and any Series-Specific Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. The Seller has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest of the Issuer (and the Indenture Trustee as its assignee) in the Leases (to the extent that such Leases relate to the Managed Containers) granted to the Issuer in the Contribution and Sale Agreement. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral and any Series-Specific Collateral to the pledge to the Indenture Trustee of its interest and rights in such Collateral and any Series-Specific Collateral hereunder or under the Indenture. (h) The Issuer has taken all steps necessary to cause Wilmington Trust, National Association (in its capacity as securities intermediary) to identify in its records the Indenture Trustee as the Person having a Securities Entitlement in each of the Trust Account, the Series 2020-1 Restricted Cash Account, the Excess Funding Account, the Series 2020-1 Defaulted Lease Account, the Series 2020-1 Redemption Account, the Series 2020-1 Revenue Reserve Account, the Series 2020-1 L/C Account and the Series 2020-1 Series Account. (i) The Trust Account, the Series 2020-1 Restricted Cash Account, the Excess Funding Account, the Series 2020-1 Defaulted Lease Account and Series 2020-1 Series Account are not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to Wilmington Trust, National Association (as the Securities Intermediary of the Trust Account, the Series 2020-1 Restricted Cash Account, the Excess Funding Account, the Series 2020-1 Defaulted Lease Account, the Series 2020-1 Redemption Account, the Series 2020-1 Revenue Reserve Account, the Series 2020-1 L/C Account and the Series 2020-1 Series Account) entering into any agreement in which it has agreed to comply with entitlement orders of any Person other than the Indenture Trustee. (j) All Eligible Investments owned by the Issuer have been and will have been credited to one of the Trust Account, the Excess Funding Account, the Series 2020-1 Restricted Cash Account, the Series 2020-1 Defaulted Lease Account, the Series 2020-1 Redemption Account, the Series 2020-1 Revenue Reserve Account, the Series 2020-1 L/C Account and the Series 2020-1 Series Account. The securities intermediary for each of the Trust Account, the Excess Funding Account, the Series 2020-1 Defaulted Lease Account, the Series 2020-1 Restricted Cash Account and the Series 2020-1 Series Account has agreed to treat all assets credited to the Trust Account, the Excess Funding Account, the Series 2020-1 Restricted Cash Account, the Series 2020-1 Defaulted Lease Account and the Series 2020-1 Series Account as “financial assets” within the meaning of the UCC. (k) The Issuer has delivered to Indenture Trustee a fully executed agreement pursuant to which the securities intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to the Trust Account, the Excess Funding Account, the Series 2020-1 Restricted Cash Account, the Series 2020-1 Defaulted Lease Account, the Series 2020-1 Redemption Account, the Series 2020-1 Revenue Reserve Account, the Series 2020-1 L/C Account and the Series 2020-1 Series Account without further consent by the Issuer. (l) No creditor of the Issuer (other than (x) with respect to the Managed Containers, the related Lessee and (y) the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral or any Series-Specific Collateral. The falsity of any of the representations and warranties set forth in this Section 620 may be waived by the Indenture Trustee, only with the prior written consent of the Control Party and with the prior satisfaction of the Rating Agency Condition.

Security Interest Representations. (a1) This Supplement and In the Indenture create event that the transfer of the Second Tier Purchased Assets pursuant to the terms of this Agreement is held not to constitute a “true sale” or “true contribution,” this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Second Tier Purchased Assets in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge CounterpartyIssuer, which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such as against creditors of and purchasers from the Issuer.Transferor; (b2) The Containers Receivables constitute “goodsaccounts” within the meaning of the applicable UCC. The Leases Equipment Loans constitute “tangible chattel paper” within the meaning of the applicable UCC. The lease receivables Equipment Notes constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account and any Series Accounts constitute “securities accountsinstruments” within the meaning of the applicable UCC. The Issuer’s contractual rights of the Transferor under any Hedge Agreements, the Contribution and Sale Purchase Agreement and the Management Agreement constitute are “general intangibles” within under the meaning of the applicable UCC. (c3) The Issuer owns Immediately prior to the conveyance of the Second Tier Purchased Assets set forth in this Agreement, the Transferor was the sole owner of such Second Tier Purchased Assets and has owned and had good and marketable title to the CollateralSecond Tier Purchased Assets, free and clear of any Lien Lien, claim or encumbrance of any Person (whether senior, junior or pari passu)) other than Permitted Adverse Claims; provided, claim or encumbrance however, that the Transferor makes no representation regarding the availability of any Person, except a willing buyer for Permitted Encumbrances.the Second Tier Purchased Assets; (d4) The Issuer Transferor has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral Second Tier Purchased Assets granted to the Indenture Trustee in this Supplement Issuer and the Indenture and such security interest constitutes a perfected security interest in favor of assigned to the Indenture Trustee. All financing statements filed against the Transferor in favor of the Issuer in connection herewith describing the Second Tier Purchased Assets contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement except in favor of the Indenture Trustee will violate the rights of the Issuer and the Indenture Trustee”; (5) Other than the security interest granted to the Issuer pursuant to this Agreement and assigned to the Indenture Trustee, the Transferor has not pledged, assigned, sold, granted a security interest in connection herewith describing or otherwise conveyed any of the Collateral containSecond Tier Purchased Assets except as permitted hereby. The Transferor has not authorized the filing of, and is not aware of, any financing statements or documents of similar import against the Transferor that include a description of collateral covering the Second Tier Purchased Assets other than any financing statement or document of similar import (i) relating to the security interest granted to the Issuer and assigned to the Indenture Trustee or (ii) that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor; (6) The Transferor has received a written acknowledgement from the Custodian that the Custodian is holding the only original executed counterpart of each Equipment Note and the related security agreement on behalf of, and for the benefit of, the Indenture Trustee and is subject to the Custodian’s customary security and safekeeping procedures; (7) None of the Equipment Notes or Equipment Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer’s assignee, the Indenture Trustee, except as provided in Section 2.09(a); and (8) The Transferor has received all necessary consents and approvals required by the terms of the Second Tier Purchased Assets to pledge to the Issuer its interest and rights in such Second Tier Purchased Assets hereunder, or the Indenture. The representations and warranties set forth above shall survive until the Indenture is terminated in accordance with its terms; provided that to the extent such representations and warranties relate to the Purchased Receivables and the Related Assets with respect thereto, such representations and warranties shall survive only until the Receivables Payoff Date. Any breaches of the representations and warranties set forth in Section 7.01(b)(viii) above maybe waived upon prior written notice to the Rating Agencies and consent of the Required Noteholders, unless such waiver would amount to a waiver of an Event of Default under Section 5.1(e) of the Indenture or a Servicer Default under Section 9.01(q), which, in either such case, any such waiver shall require consent of the Special Required Noteholders.

Security Interest Representations. (a1) This Supplement and In the Indenture create event that the transfer of the Second Tier Purchased Assets pursuant to the terms of this Agreement is held not to constitute a “true sale” or “true contribution,” this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Second Tier Purchased Assets in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge CounterpartyIssuer, which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such as against creditors of and purchasers from the Issuer.Transferor; (b2) The Containers Receivables constitute “goodsaccounts” within the meaning of the applicable UCC. The Leases Equipment Loans constitute “tangible chattel paper” within the meaning of the applicable UCC. The lease receivables Equipment Notes constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account and any Series Accounts constitute “securities accountsinstruments” within the meaning of the applicable UCC. The Issuer’s contractual rights of the Transferor under any Hedge Agreements, the Contribution and Sale Purchase Agreement and the Management Agreement constitute are “general intangibles” within under the meaning of the applicable UCC. (c3) The Issuer owns Immediately prior to the conveyance of the Second Tier Purchased Assets set forth in this Agreement, the Transferor was the sole owner of such Second Tier Purchased Assets and has owned and had good and marketable title to the CollateralSecond Tier Purchased Assets, free and clear of any Lien Lien, claim or encumbrance of any Person (whether senior, junior or pari passu)) other than Permitted Adverse Claims; provided, claim or encumbrance however, that the Transferor makes no representation regarding the availability of any Person, except a willing buyer for Permitted Encumbrances.the Second Tier Purchased Assets; (d4) The Issuer Transferor has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral Second Tier Purchased Assets granted to the Indenture Trustee in this Supplement Issuer and the Indenture and such security interest constitutes a perfected security interest in favor of assigned to the Indenture Trustee. All financing statements filed against the Transferor in favor of the Issuer in connection herewith describing the Second Tier Purchased Assets contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement except in favor of the Indenture Trustee will violate the rights of the Issuer and the Indenture Trustee”; (5) Other than the security interest granted to the Issuer pursuant to this Agreement and assigned to the Indenture Trustee, the Transferor has not pledged, assigned, sold, granted a security interest in connection herewith describing or otherwise conveyed any of the Collateral containSecond Tier Purchased Assets except as permitted hereby. The Transferor has not authorized the filing of, and is not aware of, any financing statements or documents of similar import against the Transferor that include a description of collateral covering the Second Tier Purchased Assets other than any financing statement or document of similar import (i) relating to the security interest granted to the Issuer and assigned to the Indenture Trustee or (ii) that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor; (6) The Transferor has received a written acknowledgement from the Custodian that the Custodian is holding the only original executed counterpart of each Equipment Note and the related security agreement on behalf of, and for the benefit of, the Indenture Trustee and is subject to the Custodian’s customary security and safekeeping procedures; (7) None of the Equipment Notes or Equipment Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer’s assignee, the Indenture Trustee, except as provided in Section 2.09(a); and (8) The Transferor has received all necessary consents and approvals required by the terms of the Second Tier Purchased Assets to pledge to the Issuer its interest and rights in such Second Tier Purchased Assets hereunder, or the Indenture. The representations and warranties set forth above shall survive until the Indenture is terminated in accordance with its terms. Any breaches of the representations and warranties set forth in Section 7.01(b)(viii) above maybe waived upon satisfaction of the Rating Agency Condition.

Security Interest Representations. (a) This Supplement and the Indenture create a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Series 2013-1 Noteholders and any Interest Rate Hedge CounterpartyProvider, which security interest is prior to all other Liens (other than Permitted Encumbrances), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Managed Containers constitute “goods” or “inventory” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account, each Pre-Funding Account and any the Series Accounts 2013-1 Series Account constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Interest Rate Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture and such security interest constitutes a perfected security interest in favor of the Indenture TrusteeIndenture. All financing statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral containcontain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee.” (e) Other than the security interest granted to the Indenture Trustee pursuant to this Supplement and the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted pursuant to the Indenture. The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in this Supplement or the Indenture or (ii) that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (f) The Issuer has received a written acknowledgment from the Manager that the Manager or an Affiliate thereof is holding the Leases, to the extent they relate to the Managed Containers, on behalf of, and for the benefit of, the Indenture Trustee. None of the Leases that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. The Seller has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest of the Issuer (and the Indenture Trustee as its assignee) in the Leases (to the extent that such Leases relate to the Managed Containers) granted to the Issuer in the Contribution and Sale Agreement. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral to the pledge to the Indenture Trustee of its interest and rights in such Collateral hereunder or under the Indenture. (h) The Issuer has taken all steps necessary to cause Xxxxx Fargo Bank, National Association (in its capacity as securities intermediary) to identify in its records the Indenture Trustee as the Person having a Securities Entitlement in each of the Trust Account, the Restricted Cash Account, each Pre-Funding Account and the Series 2013-1 Series Account. (i) The Trust Account, the Restricted Cash Account, each Pre-Funding Account and Series 2013-1 Series Account are not in the name of any Person other than the Indenture Trustee. The Issuer has not consented to Xxxxx Fargo Bank, National Association (as the Securities Intermediary of the Trust Account, the Restricted Cash Account, each Pre-Funding Account and the Series 2013-1 Series Account) entering into any agreement in which it has agreed to comply with entitlement orders of any Person other than the Indenture Trustee. (j) No creditor of the Issuer (other than (x) with respect to the Managed Containers, the related Lessee and (y) the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral. (k) Any breaches of the representations and warranties set forth in this Section 620 may be waived by the Indenture Trustee, only with the prior written consent of the Control Party for Series 2013-1 and with the prior satisfaction of the Rating Agency Condition.

Security Interest Representations. (a) This Supplement Master Loan Agreement and the Indenture Related Documents create a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture TrusteeAgent, for the benefit of the Noteholders and any Hedge CounterpartyNoteholders, which security interest is prior to all other Liens (other than Permitted Encumbrances)Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Containers constitute “goods” or “inventory” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, Account and the Restricted Cash Account and any Series Accounts constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale this Master Loan Agreement and the Management Agreement Related Documents constitute “general intangibles” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances. (d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture and such security interest constitutes a perfected security interest in favor Agent, on behalf of the Indenture TrusteeNoteholders. All financing statements filed against the Issuer in favor of the Indenture Trustee Agent in connection herewith describing the Collateral containcontain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Agent.” (e) Other than the security interest granted to the Agent hereunder, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted pursuant to this Master Loan Agreement or any of the Related Documents. The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Agent hereunder or (ii) that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (f) The Issuer has received a written acknowledgment from the Manager that the Manager or an Affiliate thereof is holding the Leases, to the extent they relate to the Containers, on behalf of, and for the benefit of, the Agent. None of the Leases that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. (g) The Issuer has received all necessary consents and approvals required by the terms of the Collateral to the pledge to the Agent of its interest and rights in such Collateral. (h) The Issuer has taken all steps necessary to cause Fortis Bank (Nederland) N.V. (in its capacity as securities intermediary) to identify in its records the Agent as the Person having a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC) in the Trust Account. (i) The Trust Account is not in the name of any Person other than the Agent. The Issuer has not consented to Fortis (as the securities intermediary of the Trust Account) to comply with entitlement orders of any Person other than the Agent. (j) No creditor of the Issuer (other than (x) with respect to the Containers, the related Lessee and (y) the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral.