TRUST INDENTURE AND SECURITY AGREEMENT

Exhibit 4.2

*

TRUST INDENTURE AND
SECURITY AGREEMENT
(GATX TRUST NO. 2008-2)

Dated as of November 6, 2008

between

GATX CORPORATION ,
as Owner

and

U.S. BANK NATIONAL ASSOCIATION ,
as Indenture Trustee

Assorted Railroad Tank
Cars, Gondola Cars and Freight Cars

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

EXHIBIT A -     Form of Trust Indenture Supplement

APPENDIX A - Definitions

ANNEX A -       Amortization Schedules

TRUST INDENTURE AND SECURITY AGREEMENT
(GATX TRUST NO. 2008-2)

      THIS TRUST INDENTURE AND SECURITY AGREEMENT (GATX Trust No. 2008-2)  dated as of November 6, 2008 (this “ Indenture ”), between GATX CORPORATION (the “ Owner ”), and U.S. BANK NATIONAL ASSOCIATION , a national banking association, as Indenture Trustee hereunder and any successor appointed in accordance with the terms hereof (herein called the “ Indenture Trustee ”);

W I T N E S S E T H:

      WHEREAS , the Owner and the Indenture Trustee desire by this Indenture, among other things, (i) to provide for the issuance by the Owner of the Equipment Notes, and (ii) to provide for the assignment, mortgage and pledge by the Owner to the Indenture Trustee, as part of the Indenture Estate hereunder, among other things, of, and the grant of a security interest in, all of the Owner’s right, title and interest in and to the Equipment and, except as hereinafter expressly provided, all payments and other amounts received hereunder in accordance with the terms hereof, in trust, as security for, among other things, the Owner’s obligations for the equal and ratable benefit of the holders of the Equipment Notes; and

      WHEREAS , all things necessary to make this Indenture the legal, valid and binding obligation of the Owner and the Indenture Trustee, for the uses and purposes herein set forth, in accordance with its terms, have been done and performed and have happened.

GRANTING CLAUSE

      NOW, THEREFORE, THIS TRUST INDENTURE AND SECURITY AGREEMENT WITNESSETH , that, to secure the prompt payment of the principal of and interest and Make-Whole Amount, if any, on and all other amounts due with respect to, the Equipment Notes from time to time outstanding hereunder and the performance and observance by the Owner of all the agreements, covenants and provisions herein, in the Participation Agreement and in the Equipment Notes all for the benefit of the holders of the Equipment Notes, and for the uses and purposes and subject to the terms and provisions hereof, and in consideration of the premises and of the covenants herein contained, and of the acceptance of the Equipment Notes by the Loan Participant, the Owner does hereby sell, assign, transfer, convey, mortgage, pledge, and confirm unto the Indenture Trustee, its successors and assigns, for the security and benefit of the holders of the Equipment Notes from time to time, a first priority security interest in and mortgage lien on all right, title and interest of the Owner in and to the following described property, rights, interests and privileges (which collectively, including all property hereafter required to be subjected to the Lien of this Indenture by any instrument supplemental hereto being herein called the “ Indenture Estate ”), to wit:

     (1) the Equipment, the Replacement Units and all substitutions therefor, all as more particularly described in the Indenture Supplements executed and delivered with respect to the Equipment or any such Replacement Units or any substitutions therefor, as provided in this Indenture;

     (2) all requisition proceeds with respect to the Equipment or any Unit thereof;

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

     (3) all monies and securities now or hereafter paid or deposited or required to be paid or deposited with the Indenture Trustee pursuant to any term of this Indenture or the Participation Agreement or required to be held by the Indenture Trustee hereunder or thereunder;

     (4) any Permitted Lease assigned to the Indenture Trustee pursuant to Section 4.04(c); and

     (5) all proceeds of the foregoing.

      PROVIDED, HOWEVER , that notwithstanding any of the foregoing provisions, so long as no Event of Default shall have occurred and be continuing, the Indenture Trustee shall not take or cause to be taken any action contrary to the Owner’s or any Permitted Lessee’s right hereunder to quiet enjoyment of the Equipment, and to possess, use, retain and control the Equipment and all revenues, income and profits derived therefrom.

      TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Trustee, its successors and assigns, in trust for the benefit and security of the holders of the Equipment Notes from time to time, without any priority of any one Equipment Note over any other, and for the uses and purposes, and subject to the terms and provisions, set forth in this Indenture.

     It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under each of the Indenture Agreements to perform all of the obligations, if any, assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Indenture Trustee and the holders of the Equipment Notes shall have no obligation or liability under any of the Indenture Agreements by reason of or arising out of this assignment, nor shall the Indenture Trustee or the holders of the Equipment Notes be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to any of the Indenture Agreements or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

     The Owner does hereby constitute the Indenture Trustee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand, receive, compound and give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due to the Owner under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Indenture Estate, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Indenture Trustee may deem to be necessary or advisable in the premises; provided that the Indenture Trustee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder.

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

     The Owner agrees that at any time and from time to time, upon the written request of the Indenture Trustee, the Owner will promptly and duly execute and deliver or cause to be executed and delivered any and all such further instruments and documents as the Indenture Trustee may reasonably deem to be necessary in order to obtain the full benefits of this assignment and of the rights and powers herein granted.

     The Owner does hereby warrant and represent that, except as permitted in the Operative Agreements, it has not assigned or pledged, and hereby covenants that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, any of its right, title or interest hereby assigned, to anyone other than the Indenture Trustee.

      IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

ARTICLE I

DEFINITIONS

     1.01. Certain Definitions . Unless the context otherwise requires, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in Appendix A hereto for all purposes of this Indenture. All references to articles, sections, clauses, schedules and appendices in this Indenture are to articles, sections, clauses, schedules and appendices in and to this Indenture unless otherwise indicated.

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

ARTICLE II

THE EQUIPMENT NOTES

     2.01. Form of Equipment Notes . The Equipment Notes shall be substantially in the form set forth below:

___% EQUIPMENT NOTE

(Secured by Equipment owned by
GATX Corporation)

GATX Trust No. 2008-2 Series ___

Issued in Connection with certain Railroad Rolling Stock

$                     

      GATX CORPORATION (herein called the “ Owner ”) hereby promises to pay to U.S. BANK TRUST NATIONAL ASSOCIATION , as Pass Through Trustee, or its registered assigns, the principal sum of $                      (or such lesser amount as shall equal the unpaid principal amount of this Equipment Note), in lawful currency of the United States of America, in installments payable on the dates set forth in Exhibit A hereto, commencing                      and thereafter to and including                      ,___, each such installment to be in an amount equal to the corresponding percentage (if any) of the remaining principal amount hereof set forth in Exhibit A hereto, together with interest thereon on the amount of such principal amount remaining unpaid from time to time from and including the date hereof until such principal amount shall be due and payable, payable on each May 15 and November 15, commencing ___, 2009, to the maturity date hereof at ___% per annum (the “ Debt Rate ”) (computed on the basis of a 360-day year of twelve 30-day months). Interest on any overdue principal and (to the extent legally enforceable) on overdue interest shall be paid from the due date thereof at the Late Rate (computed on the basis of a 360-day year of twelve 30-day months), payable on demand.

     For purposes hereof, the term “ Indenture ” means the Trust Indenture and Security Agreement (GATX Trust No. 2008-2) dated as of November 6, 2008, between the Owner and U.S. Bank National Association (the “ Indenture Trustee ”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Indenture.

     Payments with respect to the principal amount hereof, Make-Whole Amount, if any, and interest thereon shall be payable in U.S. dollars in immediately available funds at the principal corporate trust services office of the Indenture Trustee, or as otherwise provided in the Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of the final payment, this Equipment

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

Note shall be surrendered to the Indenture Trustee for cancellation promptly after such payment. Whenever the date scheduled for any payment to be made hereunder or under the Indenture shall not be a Business Day, then such payment need not be made on such scheduled date but may be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and (provided such payment is made on such next succeeding Business Day) no interest shall accrue on the amount of such payment from and after such scheduled date to the time of such payment on such next succeeding Business Day.

     Each holder hereof, by its acceptance of this Equipment Note, agrees that each payment received by it hereunder shall be applied, first , to the payment of accrued but unpaid interest on this Equipment Note then due, second , to the payment of the unpaid principal amount of this Equipment Note then due, third , to the payment of any Make-Whole Amount then due, and fourth , to the payment of the remaining outstanding principal amount of this Equipment Note; provided , that the Owner may only prepay this Equipment Note as provided in Sections 2.09, 3.02 and 3.03 of the Indenture.

     This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been or are to be issued by the Owner pursuant to the terms of the Indenture and relates to the Units described in Indenture Supplement No. ___as Basic Group ___. The Indenture Estate is held by the Indenture Trustee as security for, among other things, the Equipment Notes. Reference is hereby made to the Indenture for a statement of the rights of the holder of, and the nature and extent of the security for, this Equipment Note, as well as for a statement of the terms and conditions of the trusts created by the Indenture, to all of which terms and conditions in the Indenture each holder hereof agrees by its acceptance of this Equipment Note.

     This Equipment Note is not subject to redemption or prepayment except as provided in Sections 2.09, 3.02 and 3.03 of the Indenture. The holder hereof, by its acceptance of this Equipment Note, agrees to be bound by said provisions. This Equipment Note may be accelerated as provided in Section 5.02 of the Indenture.

     This Equipment Note is a registered Equipment Note and is transferable, as provided in the Indenture, only upon surrender of this Equipment Note for registration of transfer duly endorsed by, or accompanied by a written statement of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing. Prior to the due presentation for registration of transfer of this Equipment Note, the Owner and the Indenture Trustee may deem and treat the registered holder of this Equipment Note as the absolute owner and holder hereof for the purpose of receiving payment of all amounts payable with respect hereto and for all other purposes and shall not be affected by any notice to the contrary.

     THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR ANY SUCH APPLICABLE LAWS. THIS EQUIPMENT NOTE SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

     Each holder hereof by its acceptance of this Equipment Note agrees that the Indenture Trustee and its permitted successors and assigns shall under no circumstances be personally liable for any amount payable under this Equipment Note or under the Indenture or for any liability under the Indenture or the Participation Agreement except as provided in any Operative Agreement.

     Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

      IN WITNESS WHEREOF , the Owner has caused this Equipment Note to be executed by one of its authorized officers as of the date hereof.

[FORM OF INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

     This is one of the Equipment Notes referred to in the within-mentioned Indenture.

[Insert the related Amortization Schedule from Annex A]

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

     2.02. Terms of Equipment Notes . There shall be issued and delivered to the Loan Participant one Equipment Note of the relevant Series for each Basic Group identified in each Indenture Supplement executed and delivered in respect of the Units in the maturity, principal amount and bearing the interest at the Debt Rate, and the Equipment Notes related to each such Indenture Supplement shall be in an aggregate principal amount set forth on Schedule 4 to the Participation Agreement. Each such Equipment Note shall evidence the loan made by the Loan Participant to the Owner, each such Equipment Note to be substantially in the form set forth in Section 2.01, with deletions and insertions as appropriate, duly authenticated by the Indenture Trustee and dated the Closing Date, and as having been issued in connection with the Equipment under a related Indenture Supplement. The Equipment Notes will be issued in registered form only.

     The principal amount of and interest on each Equipment Note issued pursuant to the provisions of this Indenture shall be payable on each Payment Date, and in the case of the principal amount of such Equipment Note, in installments payable on the date and in the amounts set forth in Annex A hereto. Interest is payable on the Equipment Notes at the Debt Rate (computed on the basis of a 360-day year of twelve 30-day months) on the principal amount thereof remaining unpaid from time to time from and including the immediately preceding Payment Date to but excluding the date of payment.

     Each Equipment Note shall bear interest, payable on demand, at the Late Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the principal amount, any Make-Whole Amount, if applicable, and, to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts under any Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise).

     The Equipment Notes shall be executed on behalf of the Owner by one of its authorized officers. Equipment Notes bearing the signatures of individuals who were at any time the proper officers of the Owner shall bind the Owner, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. The Owner may from time to time execute and deliver Equipment Notes with respect to the Equipment to the Indenture Trustee for authentication upon original issue and such Equipment Notes shall thereupon be authenticated and delivered by the Indenture Trustee upon the written request of the Owner signed by an authorized officer of the Owner.

     No Equipment Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been authenticated by or on behalf of the Indenture Trustee by manual or facsimile signature.

     2.03. Method of Payment . (a)  The principal of and Make-Whole Amount, if any, interest on each Equipment Note and other amounts due under the Equipment Notes or hereunder will be payable in U.S. dollars in immediately available funds not later than 11:00 a.m. Chicago, Illinois time, on the due date thereof at the principal corporate trust services office of the Indenture Trustee or as otherwise directed in the manner provided herein and payment of such

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

amounts to the Indenture Trustee shall be deemed to satisfy the Owner’s obligation to make such payment. The Owner shall not have any responsibility for the distribution of such payment to any holder of an Equipment Note. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Indenture Trustee will pay, or cause to be paid, if so requested by any holder of an Equipment Note by written notice to the Owner and the Indenture Trustee, all amounts payable by the Owner hereunder to such holder or a nominee therefor either (i) by transferring by wire in immediately available funds prior to 2:00 p.m., Chicago, Illinois time on the due date of payment, to an account maintained by such holder with a bank in the United States the amount to be distributed to such holder or (ii) by mailing a check denominated in U.S. dollars to such holder at such address as such holder shall have specified in such notice. If the Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Indenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the then applicable federal funds rate until such payment is made and the Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Indenture to the contrary, the Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 1:00 p.m., Chicago, Illinois time, at the place of payment. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered holder of an Equipment Note, all payments to it shall be made to the account of such holder specified in Schedule 2 thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Indenture Trustee consistent with this Section 2.03.

          (b) Whenever the date scheduled for any payment to be made hereunder or under any Equipment Note shall not be a Business Day, then such payment need not be made on such scheduled date but may be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and (provided such payment is made on such next succeeding Business Day) no interest shall accrue on the amount of such payment from and after such scheduled date to the time of such payment on such next succeeding Business Day.

          (c) The Indenture Trustee, as agent for the Owner, shall exclude and withhold at the appropriate rate from each payment of principal of, interest on, any Make-Whole Amount, if applicable, and other amounts due hereunder or under each Equipment Note (and such exclusion and withholding shall constitute payment in respect of such Equipment Note) any and all United States withholding taxes applicable thereto as required by Law. The Indenture Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future United States taxes or similar charges are required to be withheld with respect to any amounts payable hereunder or in respect of the Equipment Notes, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Note Holders, that it will file any necessary United States withholding tax returns or statements when due, and that as promptly as possible after the payment thereof it will deliver to each Note

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

Holder (with a copy to the Owner) appropriate receipts showing the payment thereof, together with such additional documentary evidence as any such Note Holder may reasonably request from time to time.

          If a Note Holder which is a Non-U.S. Person has furnished to the Indenture Trustee a properly completed and accurate U.S. Internal Revenue Service Form W-8BEN, W-8EXP, W-8IMY or W-8ECI (or such successor form or forms as may be required by the United States Treasury Department) that is effective at the time a payment hereunder or under the Equipment Note(s) held by such holder is made and has not notified the Indenture Trustee of the withdrawal or inaccuracy of such form prior to the date of such payment (and the Indenture Trustee has no reason to believe that any information set forth in such form is inaccurate), the Indenture Trustee shall withhold only the amount, if any, required by law (after taking into account any applicable exemptions properly claimed by the Note Holder) to be withheld from payments hereunder or under the Equipment Notes held by such holder in respect of United States federal income tax. If a Note Holder (x) which is a Non-U.S. Person has furnished to the Indenture Trustee a properly completed, accurate and currently effective U.S. Internal Revenue Service Form W-8ECI in duplicate (or such successor certificate, form or forms as may be required by the United States Treasury Department as necessary in order to properly avoid withholding of United States federal income tax), for each calendar year in which a payment is made (but prior to the making of any payment for such year), and has not notified the Indenture Trustee of the withdrawal or inaccuracy of such certificate or form prior to the date of such payment (and the Indenture Trustee has no reason to believe that any information set forth in such form is inaccurate) or (y) which is a U.S. Person has furnished to the Indenture Trustee a properly completed, accurate and currently effective U.S. Internal Revenue Service Form W-9, if applicable, prior to a payment hereunder or under the Equipment Notes held by such holder, no amount shall be withheld from payments in respect of United States federal income tax. If any Note Holder has notified the Indenture Trustee that any of the foregoing forms or certificates is withdrawn or inaccurate, or if such holder has not filed a form claiming an exemption from United States withholding tax or if the Code or the regulations thereunder or the administrative interpretation thereof is at any time after the date hereof amended to require such withholding of United States federal income taxes from payments under the Equipment Notes held by such holder, the Indenture Trustee agrees to withhold from each payment due to the relevant Note Holder United States federal withholding taxes at the appropriate rate under Law and will, on a timely basis as more fully provided above, deposit such amounts with an authorized depository and make such returns, statements, receipts and other documentary evidence in connection therewith as required by Law.

          The Owner shall not have any liability for the failure of the Indenture Trustee to withhold United States federal taxes in the manner provided for herein or for any false, inaccurate or untrue evidence provided by any Note Holder hereunder.

     2.04. Application of Payments to Principal Amount and Interest . In the case of each Equipment Note, each payment of principal thereof and Make-Whole Amount, if any, and interest thereon shall be applied, first , to the payment of accrued but unpaid interest on such Equipment Note then due thereunder, second , to the payment of the unpaid principal amount of such Equipment Note then due thereunder, third , to the payment of any Make-Whole Amount then due thereon and fourth , to the payment of the remaining outstanding principal amount of

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

such Equipment Note; provided , that the Owner may only prepay such Equipment Note in accordance with the provisions of Section 2.09, 3.02 and 3.03 hereof.

     2.05. Termination of Interest in Indenture Estate . A Note Holder shall have no further interest in, or other right with respect to, the Indenture Estate when and if the principal amount of and interest on all Equipment Notes held by such Note Holder and all other sums payable to such Note Holder hereunder and under such Equipment Notes and under the Participation Agreement shall have been paid in full.

     2.06. Transfer of Equipment Notes . The Indenture Trustee shall maintain at its corporate trust services office in Hartford, Connecticut or in the city in which the corporate trust office of a successor Indenture Trustee is located, a register (the “ Equipment Note Register ”) for the purpose of registering transfers and exchanges of Equipment Notes. A holder of an Equipment Note intending to transfer such Equipment Note to a new payee, or to exchange any Equipment Note or Equipment Notes of any Series held by it for an Equipment Note or Equipment Notes of a different denomination or denominations, may surrender such Equipment Note or Equipment Notes to the Indenture Trustee at such principal corporate trust administration office of the Indenture Trustee, together with a written request from such holder for the issuance of a new Equipment Note or Equipment Notes of such Series, specifying the denomination or denominations (each of which shall be not less than $1,000,000 or a whole multiple thereof or such smaller denomination as may be necessary due to the original issuance of Equipment Notes of the applicable maturity in an aggregate principal amount not evenly divisible by $1,000,000) of the same, and, in the case of a surrender for registration of transfer, the name and address of the transferee or transferees. Promptly upon receipt of such documents, the Owner will issue, and the Indenture Trustee will authenticate, a new Equipment Note or Equipment Notes in the same aggregate principal amount and dated the same date or dates as, with the same payment schedule, in the form set forth in Section 2.01 in the same maturity and bearing the same interest rate as the Equipment Note or Equipment Notes surrendered, in such denomination or denominations and payable to such payee or payees as shall be specified in the written request from such holder. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes shall be the valid obligations of the Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. The Indenture Trustee shall make a notation on each new Equipment Note or Equipment Notes of the amount of all payments or prepayments of principal and interest previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note or Equipment Notes is or are issued. From time to time, the Indenture Trustee will provide the Owner with such information as it may request as to the registered holders of Equipment Notes. The Owner shall not be required to exchange any surrendered Equipment Notes as above provided during the 10-day period preceding the due date of any payment on such Equipment Notes.

     Prior to the due presentment for registration of transfer of an Equipment Note, the Owner and the Indenture Trustee may deem and treat the registered holder of such Equipment Note as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes and shall not be affected by any notice to the contrary.

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

     The Indenture Trustee will promptly notify the Owner of each request for a registration of transfer of an Equipment Note. The Indenture Trustee will promptly cancel and destroy all Equipment Notes surrendered for transfer or exchange pursuant to this Section. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, (i) agrees to the provisions of this Indenture and the Participation Agreement applicable to Note Holders, including Sections 5.3, 7 and 9.1 of the Participation Agreement and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Note Holder in the Participation Agreement and (ii)  shall be deemed to have made the representation and warranty set forth in Section 5.3(c) of the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.06, the Indenture Trustee and the Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

     2.07. Mutilated, Destroyed, Lost or Stolen Equipment Notes . If any Equipment Note of any Series shall become mutilated, destroyed, lost or stolen, the Owner shall, upon the written request of the holder of such Equipment Note, issue, and the Indenture Trustee shall authenticate and deliver in replacement thereof, a new Equipment Note of such Series in the form set forth in Section 2.01, payable to the same holder in the same principal amount, of the same maturity, with the same payment schedule, bearing the same interest rate and dated the same date as the Equipment Note so mutilated, destroyed, lost or stolen. The Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments or prepayments of principal and interest theretofore made on the Equipment Note so mutilated, destroyed, lost or stolen and the date to which interest on such old Equipment Note has been paid. If the Equipment Note being replaced has become mutilated, such Equipment Note shall be surrendered to the Indenture Trustee and forwarded to the Owner by the Indenture Trustee. If the Equipment Note being replaced has been destroyed, lost or stolen, the holder of such Equipment Note shall furnish to the Owner and the Indenture Trustee such security or indemnity as may be required by them to save the Owner and the Indenture Trustee harmless and evidence satisfactory to the Owner and the Indenture Trustee of the destruction, loss or theft of such Equipment Note and of the ownership thereof.

     2.08. Payment of Transfer Taxes . Upon the transfer of any Equipment Note or Equipment Notes pursuant to Section 2.06, the Owner or the Indenture Trustee may require from the party requesting such new Equipment Note or Equipment Notes payment of a sum to reimburse the Owner or the Indenture Trustee for, or to provide funds for the payment of, any tax or other governmental charge in connection therewith.

     2.09. Prepayments .

          (a) Each Equipment Note of any Series shall be prepaid in whole or in part by the Owner on the date on which the Owner is required to make a payment under Section 4.06(b) in connection with the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss with respect to any Unit or Units related to such Equipment Note if such Unit or Units are not replaced pursuant to Section 4.06(b)(i), at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such Equipment Note as at such prepayment date (after deducting therefrom the

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

principal installment, if any, due on such date) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units of the relevant Basic Group included in the Indenture Estate under the related Indenture Supplement immediately prior to such date, and (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not including the date of prepayment, but without the payment of any Make-Whole Amount or other premium.

          (b) At any time all (but not less than all) of the Equipment Notes related to any Basic Group may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Indenture Trustee, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with all accrued and unpaid interest thereon to, but not including, the date of redemption, and, in each case, all other amounts owed or then due and payable to the Note Holders under the Operative Agreements, plus Make-Whole Amount, if any. Upon the payment in full of all of the Equipment Notes related to any Basic Group and all other amounts due and payable under this Section 2.09(b), the Equipment of such Basic Group shall be released from the Lien of this Indenture.

     2.10. Redemptions; Notice of Redemption .

          (a) No redemption of any Equipment Note may be made except to the extent and in the manner expressly permitted by this Indenture.

          (b) Notice of redemption with respect to the Equipment Notes shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed not less than 20 nor more than 60 days prior to the applicable redemption date, to each Note Holder of the Equipment Notes to be redeemed, at such Note Holder’s address appearing in the Equipment Note Register; provided that, in the case of a redemption made pursuant to Section 2.09(b), such notice shall be revocable by written notice from the Owner to Indenture Trustee given not later than three days prior to the redemption date. All notices of redemption shall state: (1) the redemption date, (2) the applicable basis for determining the redemption price, (3) that on the redemption date, the redemption price will become due and payable upon each such Equipment Note, and that, if any such Equipment Notes are then outstanding, interest on such Equipment Notes shall cease to accrue on and after such redemption date upon payment of the redemption price, and (4) the place or places where such Equipment Notes are to be surrendered for payment of the redemption price.

          (c) On or before the redemption date, the Owner (or any person on behalf of the Owner) shall, to the extent an amount equal to the redemption price for the Equipment Notes to be redeemed on the redemption date shall not then be held by the Indenture Trustee, deposit or cause to be deposited with the Indenture Trustee by 12:00 p.m. Chicago, Illinois time on the redemption date in immediately available funds the redemption price of the Equipment Notes to be redeemed.

          (d) Notice of redemption having been given and not revoked as aforesaid, the Equipment Notes to be redeemed shall, on the redemption date, become due and payable at the

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

corporate trust office of the Indenture Trustee or at any office or agency maintained for such purposes pursuant to Section 2.06, and from and after such redemption date (unless there shall be a default in the payment of the redemption price) such Equipment Notes then outstanding shall cease to bear interest. Upon surrender of any such Equipment Note for redemption in accordance with said notice, such Equipment Note shall be redeemed at the redemption price. If any Equipment Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal amount of such Equipment Note shall, until paid, continue to bear interest from the applicable redemption date at the interest rate in effect for such Equipment Note as of such redemption date.

     2.11. Equally and Ratably Secured . All Equipment Notes at any time outstanding under this Indenture shall be equally and ratably secured hereby without preference, priority or distinction on account of the date or dates or the actual time or times of the issue or maturity of such Equipment Notes so that all Equipment Notes at any time issued and outstanding hereunder shall have the same rights, Liens and preferences under and by virtue of this Indenture.

ARTICLE III

RECEIPT, DISTRIBUTION AND APPLICATION OF
INCOME FROM THE INDENTURE ESTATE

     3.01. Basic Distribution . Except as otherwise provided in Section 3.02 and 3.03, each periodic payment of principal or interest on the Equipment Notes received by the Indenture Trustee shall be promptly distributed to the holders of the Equipment Notes to pay in full the aggregate amount of the payment or payments of principal and interest (as well as any interest on overdue principal or interest) then due, such distribution to be made ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due with respect to each such Equipment Note bears to the aggregate amount of payments then due under all such Equipment Notes. The portion of each such installment distributed to a holder of an Equipment Note shall be applied by such holder in payment of such Equipment Note in accordance with the terms of Section 2.04.

     3.02. Payments in the Event of Prepayment . (a)  Except as otherwise provided in Section 3.03, in the event of any prepayment of an Equipment Note or Notes, in whole or in part, in accordance with the provisions of Section 2.09 any amount received shall in each case be distributed and paid in the following order of priority: first , to the holders of such Equipment Note or Notes to pay the aggregate amount of the payment of principal, Make-Whole Amount, if any, and interest to be prepaid on such Equipment Note or Notes pursuant to Section 2.09, such prepayment to be made ratably to such Equipment Note or Notes to which such prepayment relates, without priority of one over any other, in the proportion that the amount to be prepaid on each such Equipment Note bears to the aggregate amount to be paid on all such Equipment Notes; and second , the balance, if any, of such amount remaining thereafter shall be distributed pursuant to Section 3.03 hereof.

          (b) Except as otherwise provided in Section 3.03 hereof, any amounts received directly or through the Owner from any governmental authority or other party pursuant to Section 4.06 with respect to any Unit as the result of an Event of Loss, to the extent that such

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

amounts are not at the time required to be paid to the Owner pursuant to said Section 4.06, and any amounts of insurance proceeds for damage to the Indenture Estate received directly or through the Owner from any insurer pursuant to Section 4.08 with respect thereto as the result of an Event of Loss, to the extent such amounts are not at the time required to be paid to the Owner pursuant to said Section 4.08, shall be applied as provided in clause (a) of this Section 3.02 provided , however , that if a Replacement Unit or Units shall be substituted for the Unit or Units subject to such Event of Loss as provided in Section 4.06 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to the Indenture Trustee shall be held by the Indenture Trustee as permitted by Section 7.04 hereof (provided that such moneys shall be invested as provided in Section 7.04(b) hereof) as additional security for the obligations of Owner under Operative Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to the Owner at the Owner’s written request upon the release of such Unit or Units and the replacement thereof as provided herein. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to any Unit.

     3.03. Payments after Event of Default . Except as provided in Section 3.04 hereof, all payments received and amounts realized by the Indenture Trustee after an Event of Default shall have occurred and be continuing and after the Indenture Trustee has declared the Equipment Notes to be accelerated pursuant to Section 5.02 (or the Equipment Notes shall have otherwise become immediately due and payable as provided therein) or has elected to foreclose or otherwise exercise any remedies under this Indenture (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article V), as well as all payments or amounts then held or thereafter received by the Indenture Trustee as part of the Indenture Estate while such Event of Default shall be continuing, shall be distributed forthwith by the Indenture Trustee in the following order of priority:

      First , so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for any fees which are due and payable for its services under this Indenture and any tax, expense (including reasonable attorney’s fees) or other loss incurred by the Indenture Trustee (to the extent reimbursable and not previously reimbursed and to the extent incurred in connection with its duties as Indenture Trustee) shall be distributed to the Indenture Trustee;

      Second, so much of such payments or amounts as shall be required to reimburse the holders of the Equipment Notes for payments made by them to the Indenture Trustee pursuant to Section 6.03 (to the extent not previously reimbursed), and to pay such holders of the Equipment Notes the amounts payable to them pursuant to the provisions of the Participation Agreement or this Indenture (other than the sums referred to in clause Third below), shall be distributed to such holders of the Equipment Notes, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, each such holder;

      Third , so much of such payments or amounts remaining as shall be required to pay the principal of, and Make-Whole Amount, if any, and accrued interest (to the date of distribution) on all Equipment Notes, payable to the Note Holders, then due and payable,

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

whether by declaration of acceleration pursuant to Section 5.02 or otherwise, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Equipment Notes held by each such Note Holders, plus the accrued but unpaid interest thereon to the date of distribution, bears to the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution; and

      Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner free and clear of the Lien of this Indenture.

     No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes as a result of an Event of Default.

     3.04. Other Payments . Except as otherwise provided in Section 3.03, (a) any payments received by the Indenture Trustee for which no provision as to the application thereof is made in the Participation Agreement or elsewhere in this Article III, and (b) all payments received and amounts realized by the Indenture Trustee with respect to the Equipment to the extent received or realized at any time after payment in full of the principal of and interest and Make-Whole Amount, if any, on all Equipment Notes, as well as any other amounts remaining as part of the Indenture Estate after payment in full of the principal of and interest and Make-Whole Amount, if any, shall be distributed forthwith by the Indenture Trustee in the order of priority set forth in Section 3.03, except that in the case of any payment described in clause (b) above, such payment shall be distributed omitting clause “ third ” of such Section 3.03 on all Equipment Notes issued hereunder.

     Any payments received by the Indenture Trustee for which provision as to the application thereof is made in the Participation Agreement but not elsewhere in this Indenture shall be applied to the purposes for which such payments were made in accordance with the provisions of the Participation Agreement, as the case may be.

     3.05. Payments to the Owner . Any amounts to be distributed hereunder by the Indenture Trustee to the Owner shall be paid to the Owner (within the time limits contemplated by Section 2.03) by wire transfer of funds of the type received by the Indenture Trustee at such office and to such account or accounts of such entity or entities as shall be designated by notice from the Owner to the Indenture Trustee from time to time.

ARTICLE IV

COVENANTS OF THE OWNER

     4.01. Marking of Equipment .

          (a) Duty to Number and Mark Equipment . The Owner will, on or prior to the Closing Date, cause, and as soon as practicable after the date on which an Indenture Supplement is executed and delivered in respect of a Replacement Unit pursuant to Section 4.06(b), the Owner will cause, each Unit to be numbered with a reporting mark shown on the Indenture Supplement dated the date on which such Unit was delivered and covering such Unit, and will

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

from and after such date keep and maintain, plainly, distinctly, permanently and conspicuously marked by a plate or stencil printed in contrasting colors upon each side of each Unit, in letters not less than one inch in height, a legend substantially as follows:

     “OWNERSHIP SUBJECT TO A SECURITY AGREEMENT FILED WITH THE SURFACE TRANSPORTATION BOARD”

with appropriate changes thereof and additions thereto as from time to time may be required by law in order to protect the rights of the Indenture Trustee. Except as provided hereinabove, the Owner will not place any such Units in operation or exercise any control or dominion over the same until the required legend shall have been so marked on both sides thereof, and will replace promptly any such word or words in such legend which may be removed, defaced, obliterated or destroyed. The Owner will not change the reporting mark of any Unit except in accordance with a statement of new reporting marks to be substituted therefor, which statement shall be delivered by the Owner to the Indenture Trustee prior to or contemporaneously with such change. A supplement to this Indenture, with respect to such new reporting marks, shall, prior to or contemporaneously with the substitution of such reporting marks, be filed or recorded in all public offices where this Indenture shall have been filed or recorded. The costs and expenses of all such supplements, filings and recordings shall be borne by the Owner.

     4.02. Prohibition Against Certain Designations . Except as above provided, the Owner will not allow the name of any Person to be placed on any Unit as a designation that might reasonably be interpreted as a claim of ownership; provided , however , that subject to the delivery of the statement of new reporting marks specified in Section 4.01, the Owner may cause the Equipment to be lettered with the names or initials or other insignia customarily used by the Owner or any lessee under a Permitted Lease or any of their respective Affiliates on railroad equipment used by it of the same or a similar type for convenience of identification of the right of the Owner to use the Equipment hereunder or any permitted lessee to use the Equipment pursuant to a lease permitted hereby.

     4.03. Liens . The Owner will not directly or indirectly create, incur, assume, permit or suffer to exist any Lien on or with respect to any Unit, title thereto or the Owner’s interest therein, except Permitted Liens and Liens described in Sections 5.1(a) and 5.1(b) of the Participation Agreement. The Owner shall promptly, at its own expense, take such action or cause such action to be taken as may be necessary to duly discharge (by bonding or otherwise) any such Lien not excepted above if the same shall arise at any time.

     4.04. Maintenance; Possession; Compliance with Laws .

          (a) Maintenance and Operation . The Owner, at its own cost and expense, shall maintain, repair and keep each Unit, (i) according to prudent industry practice, in good working order, and in good physical condition for railcars of a similar age and usage, normal wear and tear excepted, (ii) in a manner consistent with maintenance practices used by the Owner in respect of equipment owned or leased by the Owner similar in type to such Unit, (iii) in accordance in all material respects with all manufacturer’s warranties in effect and in accordance with all applicable provisions, if any, of insurance policies required to be maintained pursuant to Section 4.07, (iv) in compliance in all material respects with any applicable laws and

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

regulations, including, without limitation, the Field Manual of the AAR, FRA rules and regulations and Interchange Rules as they apply to the maintenance and operation of the Equipment in interchange regardless of upon whom such applicable laws and regulations are nominally imposed and (v) in a condition mechanically suitable for interchange by an operator in revenue service; provided , however , that the Owner may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such standard, rule or regulation in any reasonable manner which does not materially interfere with the use, possession or operation of any of the Units or materially adversely affect the rights or interests of the Indenture Trustee in the Equipment or hereunder or otherwise expose the Indenture Trustee or the Loan Participant to criminal sanctions. In no event shall the Owner discriminate as to the use or maintenance of any Unit (including the periodicity of maintenance or record keeping in respect of such Unit) as compared to equipment of a similar nature which the Owner owns or leases. The Owner will maintain all records, logs and other materials required by relevant industry standards or any governmental authority having jurisdiction over the Units required to be maintained in respect of any Unit.

          (b) Possession . The Owner shall be entitled to the possession of the Equipment and to the use of the Equipment by it or any Affiliate, in the United States and, subject to the remaining provisions of this Section 4.04(b) and Section 4.04(c), Canada and Mexico, only in the manner for which it was designed and intended and so as to subject it only to ordinary wear and tear. In no event shall the Owner make use of any Equipment in any jurisdiction not included in the insurance coverage required by Section 4.07. Notwithstanding the foregoing, no more than 20% of the Units shall at any time be used or located in Mexico so long as Mexican law does not afford rights, remedies and protections to the Indenture Trustee comparable to U.S. law and unless the Owner shall first have taken all actions necessary so as to protect the interest of the Indenture Trustee in the Equipment in Mexico and shall have furnished the Indenture Trustee with an opinion of Mexican counsel, such counsel and opinion to be reasonably satisfactory to such parties, to the effect that all such filings and recordings of the related Operative Agreements have been taken and effected under Mexican law.

          (c) Lease . The Owner shall be entitled, without the prior approval of the Indenture Trustee, to enter into a lease for any Unit or Units (pursuant to a car service contract or otherwise) to, or to grant permission for the use thereof under car contracts by, (i) a railroad company or companies incorporated under the laws of the United States of America or any state thereof or the District of Columbia, Canada or any province thereof, or Mexico or any state thereof (subject in all cases to Section 4.04(b)), upon lines of railroad owned or operated by such railroad company or companies or over which such railroad company or companies have trackage rights or rights for operation of their trains, and upon connecting and other carriers in the usual interchange of traffic or (ii) responsible companies (i.e., a company with which the Owner would do business in the ordinary course of the Owner’s business with respect to railcars which it owns, leases or manages) other than railroad companies for use in their business (leases to such lessees described in (i) and (ii) being herein referred to as “ Permitted Leases ”). All Permitted Leases shall include appropriate provisions so that such leases (i) either (A) shall in all events be expressly subject and subordinate to this Indenture and the rights and interests of Indenture Trustee and its respective successors and assigns hereunder or (B) shall be assigned to the Indenture Trustee, and its successors and assigns, as security for the Owner’s obligations under the Owner Agreements, shall not contain purchase options binding on the Owner without

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

action or consent by the Indenture Trustee, shall have been entered into on an arm’s-length basis and shall, on the date entered into, be on commercially reasonable terms and the Indenture Trustee and its successors and assigns agree to deliver a non-disturbance agreement to the relevant lessee, (ii) if such Permitted Lease is not expressly subject and subordinate to this Indenture, such Permitted Lease shall not be for a term which extends beyond the Final Maturity Date and (iii) contain inspection rights in favor of the Owner and its designees. In the event the Owner desires to lease one or more Units under a non-subject and subordinated Permitted Lease for a term which extends beyond the Final Maturity Date, the Owner will have the option to replace such Unit with another unit in accordance with and subject to the provisions of Section 4.06(b) and 4.06(c). No Permitted Lease entered into by the Owner hereunder shall relieve the Owner of any liability or obligation hereunder, which shall be and remain those of a principal and not a surety. Nothing in this Section 4.04(c) shall be deemed to constitute permission to any Person in possession of any Unit pursuant to any such lease to take any action inconsistent with the terms and provisions of this Indenture or any of the other Operative Agreements. All reasonable costs and expenses of the Indenture Trustee (including, without limitation, reasonable legal fees, costs and expenses of special counsel) incurred in connection with any lease pursuant to this Section 4.04(c) shall be paid by the Owner.

          (d) Replacement for Valid Business Reasons . The Owner shall be entitled at any time (but not more than twice in any calendar year), provided no Material Default or Event of Default shall have occurred and be continuing, without the prior approval of the Indenture Trustee, when for valid business reasons arising in the ordinary course of business (including without limitation responding to customer requests, meeting subordination or assignment requirements, controlling foreign use and avoiding defaults), to replace any Unit or Units with another unit or units of either (x) the same car type or (y) other car types as may be approved by the Indenture Trustee (such approval not to be unreasonably withheld), in accordance with the provisions hereof and of Section 4.06(b)(i) and 4.06(c) by delivering to the Indenture Trustee, not less than 15 days prior to such replacement, a written notice stating that the Owner has exercised its option hereunder and advising the Indenture Trustee of the date on which the Unit to be replaced will be so replaced and appropriately identifying the Unit to be replaced and the Replacement Unit or Replacement Units. Such notice shall be accompanied by an Officer’s Certificate stating that such replacement is required for valid business reasons arising in the ordinary course of the Owner’s business and briefly setting forth the reasons therefor. On the date specified for replacement in the notice delivered by the Owner in connection therewith, the Owner shall make each Replacement Unit subject to the Lien of this Indenture, the Indenture Trustee shall release the replaced Unit from the Lien of this Indenture and the Indenture Trustee and the Owner shall deliver to each other such documents and other instruments as are required by Section 4.06(c).

     4.05. Modifications .

          (a) Required Modifications . In the event the AAR, the United States Department of Transportation, or any other United States or state governmental agency or any other applicable law requires that any Unit be altered, replaced or modified whether such requirement is imposed on the owner or for use in the ordinary course by an operator in accordance with the terms hereof (a “ Required Modification ”), the Owner agrees to make such Required Modification at its own expense; provided , however , that the Owner may, in good faith

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

and by appropriate proceedings diligently conducted, contest the validity or application of any such law, regulation, requirement or rule in any reasonable manner which does not materially interfere with the use, possession, operation or return of any Unit or materially adversely affect the rights or interests of the Indenture Trustee in the Equipment or hereunder or otherwise expose the Indenture Trustee or the Loan Participant to criminal sanctions. Notwithstanding anything herein to the contrary, if the Owner determines in good faith that any Required Modification to a Unit would be economically impractical, in lieu of making the Required Modification as provided above, the Owner may provide written notice of such determination to the Indenture Trustee and treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit and in such event the provisions of Sections 4.06(b) and 4.06(c) shall apply with respect to such Unit; provided that the Owner shall not discriminate against such Unit in making such determination of economic impracticality as compared with other equipment of the same type as such Unit which is owned or leased by the Owner.

          (b) Optional Modifications . The Owner at any time may in its discretion and at its own cost and expense modify, alter or improve any Unit in a manner which is not required by Section 4.05(a) (a “ Modification ”); provided that no Modification shall diminish the fair market value, utility or remaining economic useful life of such Unit below the fair market value, utility, or remaining economic useful life thereof immediately prior to such Modification, in any non de minimis respect, assuming such Unit was then in the condition required to be maintained by the terms of this Indenture, provided that the Owner shall not discriminate against such Unit in making such modification, alteration or improvement as compared with other equipment of the same type as the Unit and which are owned or leased by the Owner. If the Owner shall at its cost cause any Severable Modifications to be made to any Unit, the Owner may, at any time, remove such Severable Modifications at its cost and expense and the Owner shall, at its expense, repair any damage resulting from the removal of any such Severable Modifications in a manner consistent with Section 4.04(a).

          (c) Additions Subject to Indenture . All parts incorporated or installed in or attached or added to the Equipment pursuant to Section 4.05(a) and all Non-Severable Modifications made pursuant to Section 4.05(b) shall, without further act, become subject to the Lien of this Indenture.

          (d) Removal of Property; Replacements . The Owner may, in the ordinary course of maintenance or repair of any Unit, remove any item of property constituting a part of such Unit, and unless the removal of such item is required by Section 4.05(a) hereof, the Owner shall replace such item as promptly as practicable by an item of property that is free and clear of all Liens (other than Permitted Liens) and in as good operating condition as, and with a fair market value, utility and remaining economic useful life at least equal to, the item of property being replaced, assuming that such replaced item was in the condition required to be maintained by the terms of this Indenture. All items at any time removed from such Unit in the ordinary course of maintenance and repair as provided in the preceding sentence shall remain subject to the Lien of this Indenture, no matter where located, until such time as such items shall be replaced in accordance with the terms specified above. Upon any replacement item of property becoming incorporated or installed in or attached to any Unit, without further act, (i) such replacement part shall become subject to the Lien of this Indenture and (ii) the replaced item of property shall no longer be subject to the Lien of this Indenture. Upon request of the Owner, the

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

Indenture Trustee shall, at the Owner’s expense, execute and deliver to the Owner such documents as may be reasonably required to evidence the release of any replaced item of property from the Lien of this Indenture.

     4.06. Loss, Destruction, Requisition, Etc.

          (a) Event of Loss . In the event that (a) any Unit (i) shall suffer damage or contamination which, in the Owner’s reasonable judgment (as evidenced by an Officers’ Certificate to such effect), makes repair uneconomic or renders such Unit unfit for commercial use, (ii) shall suffer destruction, or shall suffer theft or disappearance (after reasonable efforts by the Owner to locate the same) for a period exceeding 12 months, (iii) shall be permanently returned to the manufacturer pursuant to any patent indemnity provisions, (iv) shall have title thereto taken or appropriated by any governmental authority, agency or instrumentality under the power of eminent domain or otherwise, or (v) shall be taken or requisitioned for use by any governmental authority or any agency or instrumentality thereof other than of the United States or Canada under the power of eminent domain or otherwise for a period in excess of 365 days or (b) the Owner makes the determination set forth in Section 4.05(a) (any such occurrence being hereinafter called an “ Event of Loss ”), the Owner, in accordance with the terms of Section 4.06(b), shall promptly and fully inform the Indenture Trustee of such Event of Loss.

          (b) Replacement or Payment upon Event of Loss . Upon the occurrence of (x) an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 4.06(a) or (y) an election to replace pursuant to Section 4.04(c) or 4.04(d), with respect to any Unit, the Owner shall as soon as reasonably practical and in any event within 60 days after a Responsible Officer of the Owner shall have actual knowledge of such occurrence or election give the Indenture Trustee notice of such occurrence of such Event of Loss or election to replace (which notice shall identify the Unit involved) and then within the 60-day period following such notice give the Indenture Trustee notice as to which of the following options the Owner shall elect to perform (it being agreed that if the Owner shall fail to give notice of such election, the Owner shall be deemed to have elected to perform the option set forth in Section 4.06(b)(ii)):

          (i) Upon the Owner’s election to perform under this clause (i), as promptly as practicable following such election, and in any event on or before the 90th day following the date of notice of such Event of Loss or deemed Event of Loss pursuant to Section 4.06(a), or the date the Owner exercises an option to replace pursuant to Section 4.04(c) or 4.04(d), as the case may be, the Owner shall comply with Section 4.06(c) and shall replace such Unit with a Replacement Unit of the same car type of the same or newer model year (or otherwise approved by Indenture Trustee, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens) and to have a fair market value, utility, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit was in the condition required to be maintained by the terms of this Indenture); provided that, if, at the time of such replacement, only railcars (x) of a newer model year or (y) with a greater fair market value than the replaced Units are available as Replacement Units, the Owner shall make such Replacement Unit subject to the Lien of this Indenture but the Owner may, at a later date, replace such Replacement Units with other Units that are closer in fair market value to the original replaced Units; provided further that, if the Owner shall