Section 1315 Clause Samples

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

Section 1315. Rights of Trustee as a Holder of Senior Indebtedness; Preservation of Trustees' Rights........................ 98 SECTION 1316. Article Applicable to Paying Agents...................... 98

Section 1315. 18 An employee who resigns will give, by written notice to the Superintendent or designee, two (2) weeks 19 notice of resignation. 20 23 A R T I C L E X I V 24 25 ASSOCIATION MEMBERSHIP AND CHECKOFF 27 Section 14.1. 28 Each employee subject to this Agreement, who, on the effective date of this Agreement, is a member of 29 the Association in good standing shall, as a condition of employment, maintain membership in the 30 Association in good standing during the period of this Agreement.

Section 1315. No Suspension of Remedies............................ 84 SECTION 1316. Trust Moneys Not Subordinated........................ 84 SECTION 1317. Trustee's Relation to Guarantor Senior Indebtedness.. 85 SECTION 1318. Withholding.......................................... 85

Section 1315. Securities to Rank Pari Passu with Existing Subordinated ---- ----- Indebtedness; Payment of Proceeds in Certain Cases ........87 ---------- NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture. ARTICLE FOURTEEN ---------------- DEFEASANCE AND COVENANT DEFEASANCE

Section 1315. 30 An employee who resigns will give, by written notice to the Superintendent or designee, two (2) weeks’ 31 notice of resignation. 32

Section 1315. Certain Conversions Deemed Payment . . . . 73 SECTION 1316.

Section 1315. Reliance by Holders of Senior Indebtedness on Subordination Provisions............. 97 SECTION 1316. Proofs of Claim.................................................................... 97

Section 1315. Inspection. STATE and its authorized and designated representative shall at all times be allowed access to all parts of the Operations and Areas of Operations of PURCHASER, as STATE may determine to be necessary or desirable to make a complete and detailed inspection of the Operations and PURCHASER’s compliance with all terms and conditions of this Contract. STATE shall be furnished operation progress status or other information and assistance by PURCHASER, or the Authorized Representative(s), as STATE may determine necessary to permit STATE to verify PURCHASER's compliance with all terms and conditions of this Contract.