0001104659-22-002231.txt : 20220107 0001104659-22-002231.hdr.sgml : 20220107 20220107153938 ACCESSION NUMBER: 0001104659-22-002231 CONFORMED SUBMISSION TYPE: ABS-15G PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20220107 ITEM INFORMATION: Findings and Conclusions of the Third Party Due Diligence Provider Obtained by the Issuer FILED AS OF DATE: 20220107 DATE AS OF CHANGE: 20220107 ABS RULE: RULE-15GA2 REGISTERED ENTITY: N ABS ASSET CLASS: Equipment leases FILER: COMPANY DATA: COMPANY CONFORMED NAME: Container Leasing International, LLC CENTRAL INDEX KEY: 0001542379 IRS NUMBER: 061384162 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: ABS-15G SEC ACT: Dodd Frank Act SEC FILE NUMBER: 025-00685 FILM NUMBER: 22518020 BUSINESS ADDRESS: STREET 1: ONE MAYNARD DRIVE CITY: PARK RIDGE STATE: NJ ZIP: 07656 BUSINESS PHONE: 201-391-0800 MAIL ADDRESS: STREET 1: ONE MAYNARD DRIVE CITY: PARK RIDGE STATE: NJ ZIP: 07656 DEPOSITOR: COMPANY DATA: COMPANY CONFORMED NAME: Container Leasing International, LLC CENTRAL INDEX KEY: 0001542379 IRS NUMBER: 061384162 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: ABS-15G SEC ACT: Dodd Frank Act BUSINESS ADDRESS: STREET 1: ONE MAYNARD DRIVE CITY: PARK RIDGE STATE: NJ ZIP: 07656 BUSINESS PHONE: 201-391-0800 MAIL ADDRESS: STREET 1: ONE MAYNARD DRIVE CITY: PARK RIDGE STATE: NJ ZIP: 07656 ABS-15G 1 tm222252d1_15g.htm ABS-15G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ABS-15G
ASSET-BACKED SECURITIZER

REPORT PURSUANT TO SECTION 15G OF
THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:

¨ Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-l) for the reporting period

Date of Report (Date of earliest event reported)

Commission File Number of securitizer:

Central Index Key Number of securitizer:

Name and telephone number, including area code, of the person to

contact in connection with this filing

Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) ¨

Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) ¨

Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) ¨

x Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)

Central Index Key Number of securitizer: 0001542379

Container Leasing International, LLC¹

Central Index Key Number of issuing entity (if applicable): Not applicable Central Index Key Number of underwriter (if applicable): Not applicable

Sara Marino Collado, Vice President & General Counsel, Telephone: (201) 949-5085

Name and telephone number, including area code, of the person to contact in connection with this filing.

¹Container Leasing International, LLC, as securitizer, is filing this Form ABS-15G in respect of certain asset-backed securities registered by CLI Funding VIII LLC, an affiliated issuer.

PART II – FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS

Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer

Attached as Exhibit 99.1 hereto is the report of independent accountants on applying agreed-upon procedures, dated January 6, 2022 obtained by the securitizer, with respect to certain agreed-upon procedures performed by Ernst &Young LLP.

EXHIBIT INDEX

99.1 Report of Independent Accountants on Applying Agreed-Upon Procedures, dated January 6, 2022

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Container Leasing International, LLC (Securitizer)

	By:	/s/ Sara Marino Collado
		Name: Sara Marino Collado
		Title: Vice President & General Counsel

Date: January 7, 2022

EX-99.1 2 tm222252d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Ernst & Young LLP

One Manhattan West

New York, New Yok 10001

Tel: +1 212 773 3000

Fax: +1 212 773 6350

ey.com

Report of Independent Accountants on Applying Agreed-Upon Procedures

Container Leasing International, LLC

CLI Funding VIII LLC

123 Tice Boulevard

Woodcliff Lake, New Jersey 07677

6 January 2022

Re:

CLI Funding VIII LLC (the “Issuer”)

Fixed Rate Asset Backed Notes, Series 2022-1 (the “Notes”)

Sample Container Agreed-Upon Procedures

We have performed the procedures enumerated in Attachment A, which were agreed to and acknowledged as appropriate by Container Leasing International, LLC (the “Manager”), the Issuer, Wells Fargo Securities, LLC (“Wells Fargo Securities”), BofA Securities, Inc. (“BofA Securities”) and PNC Capital Markets LLC (“PNC Capital Markets,” together with the Manager, Issuer, Wells Fargo Securities and BofA Securities, the “Specified Parties”), for the intended purpose of assisting the Specified Parties in evaluating the accuracy of certain information with respect to a pool of intermodal marine container leases (the “Leases”) and corresponding leased containers (the “Containers”) relating to the Issuer’s securitization transaction. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The appropriateness of these procedures is solely the responsibility of the Specified Parties identified in this report. No other party acknowledged the appropriateness of the procedures. Consequently, we make no representation regarding the appropriateness of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.

The procedures performed and our associated findings are included in Attachment A.

Page 2 of 4

For the purpose of the procedures described in this report, the Manager, on behalf of the Issuer, provided us with:

An electronic data file labeled “Original Datatape - CLI, CLIF IV, CLIF VII Units--EY_vFINAL 12.6.2021.xlsx” and the corresponding record layout and decode information, as applicable (the “Container Data File”), that the Manager, on behalf of the Issuer, indicated contains information relating to certain intermodal marine container leases (the “Preliminary Leases”) and corresponding leased containers (the “Preliminary Containers”) as of 31 October 2021 (the “Statistical Cut-Off Date”) that are expected to be representative of the Leases and corresponding Containers,

Imaged copies of:

The lease addendum or other related documents (collectively and as applicable, the “Lease Addendum”),

ii.

The customer rental invoices (collectively and as applicable, the “Rental Invoice”),

iii.

The container cost invoice(s), machinery cost invoice(s), positioning cost invoice(s) and inspection invoice(s) (collectively and as applicable, the “Cost Invoice”),

iv.

The inspection report (the “Inspection Report”) and

Certain printed screen shots from the Manager’s servicing system (the “Mistral System Screen Shots,” together with the Lease Addendum, Rental Invoice, Cost Invoice and Inspection Report, the “Source Documents”),

as applicable, that the Manager, on behalf of the Issuer, indicated relate to each Sample Container (as defined in Attachment A),

Certain schedules and the corresponding record layout and decode information, as applicable, that the Manager, on behalf of the Issuer, indicated contain certain information relating to the:

Cost amount for certain Sample Containers (the “Invoice Details Schedules”),

ii.

Cost amount for Sample Container Numbers (as defined in Attachment A) 13 and 27 (the “Hakman Fair Value Schedules”),

iii.

Cost amount for Sample Container Number 34 (the “Waterfront Fair Value Schedule”),

iv.

Cost amount and net book value for each Sample Capital Container (as defined in Exhibit 1 to Attachment A) (the “Flexxperts Amortization Schedules”),

A schedule and the corresponding record layout and decode information, as applicable (the “Equipment ID Mapping Schedule,” together with the Source Documents, Invoice Details Schedules, Hakman Fair Value Schedules, Waterfront Fair Value Schedule and Flexxperts Amortization Schedules, the “Sources”), that the Manager, on behalf of the Issuer, indicated contains information relating to the equipment ID corresponding to each Sample Container,

The list of relevant characteristics (the “Sample Characteristics”) on the Container Data File, which is shown on Exhibit 1 to Attachment A,

Instructions, assumptions and methodologies (collectively, the “Net Book Value Calculation Methodology”), which are shown on Exhibit 3 to Attachment A, that the Manager, on behalf of the Issuer, indicated relate to the calculation of the net book value (the “Net Book Value”) for each Sample Container and

Instructions, assumptions and methodologies, which are described in Attachment A.

Page 3 of 4

For the purpose of the procedures described in this report, certain information contained on the Container Data File is the “Subject Matter” as of the date of this report.

The procedures included in Attachment A were limited to comparing, observing or recalculating certain information that is further described in Attachment A. The Issuer is responsible for the Subject Matter, Container Data File, Sources, Sample Characteristics, Net Book Value Calculation Methodology and the determination of the instructions, assumptions and methodologies that are described herein. We were not requested to perform, and we have not performed, any procedures other than those listed in Attachment A. We have not verified, and we make no representation as to, the accuracy, completeness or reasonableness of the Sources, Net Book Value Calculation Methodology or any other information provided to us, or that we were instructed to obtain, as applicable, by the Manager, on behalf of the Issuer, upon which we relied in forming our findings. Accordingly, we make no representation and express no opinion or conclusion as to (a) the existence of the Preliminary Leases, Leases, Preliminary Containers or Containers, (b) questions of legal or tax interpretation or (c) the appropriateness, accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by the Manager, on behalf of the Issuer, that are described in this report. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.

This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants (the “AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the Specified Parties have agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. We were not engaged to, and did not, conduct an examination to express an opinion or a review to express a conclusion in accordance with attestation standards established by the AICPA on any of the items referred to herein. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

The agreed-upon procedures described in this report were not performed for the purpose of:

Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or

Making any findings with respect to:

Whether the origination of the Leases conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,

ii.

The value of the collateral securing the Leases,

iii.

Whether the originator(s) of the Leases complied with federal, state or local laws or regulations or

iv.

Any other factor or characteristic of the Leases that would be material to the likelihood that the issuer of the Notes will pay interest and principal in accordance with applicable terms and conditions.

Page 4 of 4

We are required to be independent of the Issuer and to meet our other ethical responsibilities, as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreed-upon procedure engagements are less restrictive than independence requirements for audit and other attestation services.

This report is intended solely for the information and use of the Specified Parties and is not intended to be, and should not be, used by anyone other than the Specified Parties. It is not intended to be, and should not be, used by any other person or entity, including investors and rating agencies, who are not identified in the report as Specified Parties but who may have access to this report as required by law or regulation.

/s/ Ernst & Young LLP

6 January 2022

Attachment A

Procedures performed and our associated findings

As instructed by the Manager, on behalf of the Issuer, we randomly selected a sample of 50 Preliminary Containers from the Container Data File (the “Sample Containers”). For the purpose of this procedure, the Manager, on behalf of the Issuer, did not inform us as to the basis for how they determined the number of Sample Containers or the methodology they instructed us to use to select the Sample Containers from the Container Data File.

For the purpose of the procedures described in this report, the 50 Sample Containers are referred to as Sample Container Numbers 1 through 50.

For each Sample Container, as applicable, we:

Compared the Sample Characteristics listed on Exhibit 1 to Attachment A, as shown on the Container Data File, to the corresponding information located on, or to the corresponding information we recalculated using information located on, the Sources or the Container Data File, as applicable, subject to the instructions, assumptions and methodologies provided by the Manager, on behalf of the Issuer, described in the notes to Exhibit 1 to Attachment A. The Source(s) that we were instructed by the Manager, on behalf of the Issuer, to use for each Sample Characteristic are shown on Exhibit 1 to Attachment A. Except for the information shown on Exhibit 2 to Attachment A, all such compared information was found to be in agreement.

Observed that the Lease Addendum contained a signature in the customer signature section of the Lease Addendum for each Sample Container that is not a Sample Available for Sale Container (as defined in Exhibit 1 to Attachment A). We performed no procedures to determine the validity of the signature contained in the customer signature section of the Lease Addendum.

For each Sample Available for Sale Container, we observed that the Inspection Report:

Contained a signature in the signature section of the Inspection Report and

Was dated on or prior to the Statistical Cut-Off Date.

We performed no procedures to determine the validity of the signature contained in the signature section of the Inspection Report.

Exhibit 1 to Attachment A
Page 1 of 7

Sample Characteristics and Sources


Sample Characteristic	Container Data File Field Name	Source(s)	Note(s)
Mistral tag number	Mistral Tag #	Lease Addendum or Rental Invoice	i., ii.

Customer name	Cust Name	Lease Addendum	iii., iv.

Contract number	Contract#	Lease Addendum	i., iii., v.

Equipment ID	Eq ID	(a)	Lease Addendum and Equipment ID Mapping Schedule or	vi.
		(b)	Mistral System Screen Shots

Cost amount	Cost	(a)	Cost Invoice, Invoice Details Schedules and recalculation,	vii.
		(b)	Hakman Fair Value Schedules,
		(c)	Waterfront Fair Value Schedule or
		(d)	Flexxperts Amortization Schedules

Contract begin date	ContBegin	(a)	Lease Addendum,	iii., viii.
		(b)	Lease Addendum and recalculation or
		(c)	Mistral System Screen Shots

Contract end date	ContEnd	(a)	Lease Addendum,	iii., ix., x.
		(b)	Lease Addendum and recalculation or
		(c)	Mistral System Screen Shots

Daily rental rate	Daily Rate	Lease Addendum or Rental Invoice		iii., xi.

Purchase option amount	PO Amt	Lease Addendum		iii., xii.

Remaining term	RemainTerm	(a)	Lease Addendum and recalculation or	iii., ix., xiii.
		(b)	Mistral System Screen Shots and recalculation

Age	Age	Recalculation		xiv.

Net book value	NBV	(a)	Equipment ID Mapping Schedule and recalculation or	xv.
		(b)	Flexxperts Amortization Schedules

Exhibit 1 to Attachment A

Page 2 of 7

Notes:

For identification purposes.

ii.

For the purpose of comparing the mistral tag number Sample Characteristic for each Sample Container, the Manager, on behalf of the Issuer, instructed us to note agreement if the mistral tag number, as shown on the Container Data File, agreed with the corresponding mistral tag number in at least one of the Lease Addendum or Rental Invoice. We performed no procedures to reconcile any differences that may exist relating to the information shown in the Lease Addendum and Rental Invoice.

iii.

The Manager, on behalf of the Borrower, instructed us not to compare the indicated Sample Characteristics for any Sample Container with a lease type value of “AVA,” as shown on the Container Data File (the “Sample Available for Sale Container”).

iv.

For the purpose of comparing the customer name Sample Characteristic for each Sample Container (except for the Sample Available for Sale Container), the Manager, on behalf of the Issuer, instructed us to note agreement if the customer name value, as shown on the Container Data File, agreed with the corresponding customer name value, as shown in the Lease Addendum, in accordance with the following decode table, subject to the additional instruction(s) described in the succeeding paragraph(s) of this note:

	Container Data File Value		Source Value
	Evergreen Marine Corporation		Evergreen International S.A.
	Mediterranean Shipping Co. S.A.		MSC Mediterranean Shipping Co. S.A.

For the purpose of this procedure, the Manager, on behalf of the Issuer, instructed us to ignore differences due to abbreviations and truncations.

For the purpose of comparing the contract number Sample Characteristic for each Sample Container (except for the Sample Available for Sale Container), the Manager, on behalf of the Issuer, instructed us to ignore differences due to truncations.

Exhibit 1 to Attachment A

Page 3 of 7

Notes: (continued)

vi.

For the purpose of comparing the equipment ID Sample Characteristic for each Sample Container (except for (a) the Sample Available for Sale Container and (b) Sample Container Numbers 2, 3, 6, 8, 9, 10, 11, 12, 16, 17, 18, 19, 20, 27, 28, 29, 31, 32, 33, 36, 37, 38, 48 and 49), the Manager, on behalf of the Issuer, instructed us to:

Use the equipment ID, as shown in the Lease Addendum, corresponding to the daily rental rate, as shown on the Container Data File, in cases where the Lease Addendum does not describe the equipment ID for the corresponding Sample Container,

Use the decode information shown on the Equipment ID Mapping Schedule, as applicable, and

Ignore differences due to abbreviations and truncations,

subject to the additional instruction(s) described in the succeeding paragraph(s) of this note.

For the purpose of comparing the equipment ID Sample Characteristic for (a) the Sample Available for Sale Container and (b) Sample Container Numbers 2, 3, 6, 8, 9, 10, 11, 12, 16, 17, 18, 19, 20, 27, 28, 29, 31, 32, 33, 36, 37, 38, 48 and 49, the Manager, on behalf of the Issuer, instructed us to the Mistral System Screen Shots as the Source.

vii.

For the purpose of comparing the cost amount Sample Characteristic for each Sample Container with a lease type value of “TERM” or “MLA,” as shown on the Container Data File (each, a “Sample Term Container” or “Sample MLA Container,” respectively) (except for Sample Container Numbers 13, 27 and 34), the Manager, on behalf of the Issuer, instructed us to:

Recalculate the cost amount as the sum of:

(1)

The corresponding cost amounts for such Sample Container, all as shown in the Cost Invoice, and

(2)

If applicable, the additional cost amounts for such Sample Container, all as shown on the Invoice Details Schedules, and

Ignore differences of +/- 2.5% or less (calculated as a percentage of the cost amount value shown on the Container Data File).

For the purpose of comparing the cost amount Sample Characteristic for Sample Container Numbers 13 and 27, the Manager, on behalf of the Issuer, instructed us to use the Hakman Fair Value Schedules as the Source.

For the purpose of comparing the cost amount Sample Characteristic for Sample Container Number 34, the Manager, on behalf of the Issuer, instructed us to use the Waterfront Fair Value Schedule as the Source.

Exhibit 1 to Attachment A

Page 4 of 7

Notes: (continued)

vii.

(continued)

For the purpose of comparing the cost amount Sample Characteristic for each Sample Container with a lease type value of “CAPITAL,” as shown on the Container Data File (each, a “Sample Capital Container”) (except for Sample Container Numbers 15 and 29), the Manager, on behalf of the Issuer, instructed us to:

Use the combined begin principal balance for period 1, as shown on the Flexxperts Amortization Schedules, and

Ignore differences of +/- 2.5% or less (calculated as a percentage of the cost amount value shown on the Container Data File).

For the purpose of comparing the cost amount Sample Characteristics for Sample Container Numbers 15 and 29, the Manager, on behalf of the Issuer, instructed us to use the combined begin principal balance for the first period with an asset lease status value of “leased” and an asset period status of “active,” both as shown on the corresponding Flexxperts Amortization Schedules.

viii.

For the purpose of comparing the contract begin date Sample Characteristic for each Sample Container (except for (a) the Sample Available for Sale Container and (b) Sample Container Numbers 3, 7, 8, 16, 17, 18, 21, 22, 23, 24, 25, 26, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46 and 47), the Manager, on behalf of the Issuer, instructed us to:

Use the Lease Addendum as the Source or

Recalculate the contract begin date using the information, assumptions and methodologies described in the Lease Addendum, if the contract begin date was not specifically stated in the Lease Addendum,

subject to the additional instruction(s) described in the succeeding paragraph(s) of this note.

For the purpose of comparing the contract begin date Sample Characteristic for Sample Container Numbers 3, 7, 8, 16, 17, 18, 21, 22, 23, 24, 25, 26, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46 and 47, the Manager, on behalf of the Issuer, instructed us to use the Mistral System Screen Shots as the Source.

Exhibit 1 to Attachment A

Page 5 of 7

Notes: (continued)

ix.

The Manager, on behalf of the Issuer, instructed us not to compare the indicated Sample Characteristics for:

The Sample MLA Containers or

Sample Containers with a corresponding value of <blank>, “0”, “-“ or “#N/A,” as shown on the Container Data File,

(collectively, the “Non Compared Sample Containers”).

For the purpose of comparing the contract end date Sample Characteristic for each Sample Container (except for (a) the Sample Available for Sale Container, (b) the Non Compared Sample Containers and (c) Sample Container Numbers 3, 7, 8, 20, 24, 25, 26, 30, 31, 32, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46 and 47), the Manager, on behalf of the Issuer, instructed us to:

Use the Lease Addendum as the Source or

Recalculate the contract end date using the information, assumptions and methodologies described in the Lease Addendum, if the contract end date was not specifically stated in the Lease Addendum,

subject to the additional instruction(s) described in the succeeding paragraph(s) of this note.

For the purpose of comparing the contract end date Sample Characteristic for Sample Container Numbers 3, 7, 8, 20, 24, 25, 26, 30, 31, 32, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46 and 47, the Manager, on behalf of the Issuer, instructed us to use the Mistral System Screen Shots as the Source, subject to the additional instruction(s) described in the succeeding paragraph(s) of this note.

For the purpose of this procedure, the Manager, on behalf of the Issuer, instructed us to ignore differences of one day or less.

xi.

For the purpose of comparing the daily rental rate Sample Characteristic for each Sample Container (except for the Sample Available for Sale Container), the Manager, on behalf of the Issuer, instructed us to note agreement if the daily rental rate, as shown on the Container Data File, agreed with the corresponding daily rental rate in at least one of the Lease Addendum or Rental Invoice. We performed no procedures to reconcile any differences that may exist relating to the information shown in the Lease Addendum and Rental Invoice.

Exhibit 1 to Attachment A

Page 6 of 7

Notes: (continued)

xii.

For the purpose of comparing the purchase option amount Sample Characteristic for each Sample Container (except for the Sample Available for Sale Container), the Manager, on behalf of the Issuer, instructed us to:

Ignore differences of +/- $0.50 or less and

Note agreement with a Container Data File value of <blank>, “0”, “-“ or “#N/A,” if the Lease Addendum did not indicate that the lessee has a right to purchase the leased container.

xiii.

For the purpose of comparing the remaining term Sample Characteristic for each Sample Container (except for (a) the Sample Available for Sale Container and (b) the Non Compared Sample Containers), the Manager, on behalf of the Issuer, instructed us to

Recalculate the remaining term as the maximum of:

(1)

The result obtained by:

(i)

Calculating the difference in days between the:

(a)

Contract end date, as shown in the Lease Addendum or Mistral System Screen Shots (and in accordance with any other applicable note(s)), and

(b)

Statistical Cut-Off Date and

(ii)

Dividing the result obtained above by 365

and

(2)

and

Ignore differences of +/- 0.01 or less.

Exhibit 1 to Attachment A

Page 7 of 7

Notes: (continued)

xiv.

For the purpose of comparing the age Sample Characteristic for each Sample Container, the Manager, on behalf of the Issuer, instructed us to recalculate the age by:

Calculating the difference in days between the:

(1)

Statistical Cut-Off Date and

(2)

Mfdate (“Manufacturing Date”), as shown on the Container Data File,

and

Dividing the result obtained above by 365,

subject to the additional instruction(s) described in the succeeding paragraph(s) of this note.

For the purpose of this procedure, the Manager, on behalf of the Issuer, instructed us to ignore differences of +/- 0.01 or less.

xv.

For the purpose of comparing the net book value Sample Characteristic for each Sample Container (except for the Sample Capital Containers and Sample Available for Sale Container), the Manager, on behalf of the Issuer, instructed us to:

Recalculate the net book value using the Net Book Value Calculation Methodology and

Ignore differences of +/- 1.00% or less (calculated as a percentage of the net book value shown on the Container Data File).

For the purpose of comparing the net book value Sample Characteristic for each Sample Capital Container, the Manager, on behalf of the Issuer, instructed us to:

Use the combined end principal balance as of the Statistical Cut-Off Date, as shown on the Flexxperts Amortization Schedules, and

Ignore differences of +/- 1.00% or less (calculated as a percentage of the net book value shown on the Container Data File).

For the purpose of comparing the net book value Sample Characteristic for the Sample Available for Sale Container, the Manager, on behalf of the Issuer, instructed us to use the cost amount, as recalculated above (and in accordance with any other applicable note(s)).

We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Manager, on behalf of the Issuer, described in the notes above.

Exhibit 2 to Attachment A

Sample Characteristic Difference

Sample

Container Number

Sample Characteristic

Container

Data File Value

Source Value

Net book value

3,689.03

3,631.86

Exhibit 3 to Attachment A

Page 1 of 2

Net Book Value Calculation Methodology

For the purpose of recalculating the net book value Sample Characteristic for each Sample Container (except for the Sample Capital Containers), the Manager, on behalf of the Issuer, instructed us to use the calculation methodology described below:

Calculate the depreciation base (the “Depreciation Base”) for each Sample Container (except for the Sample Container Numbers 13 and 27), by subtracting:

The result of multiplying the:

(i)

Cost amount, as shown on the Container Data File,

(ii)

Salvage percentage value, which we were instructed by the Manager, on behalf of the Issuer, to assume is:

(a) 37% for Sample Containers with an equipment ID value of dry container (“D”) and

(b) 10% for Sample Containers with an equipment ID value of reefer (“R”) or genset (“G”),

all as shown on the Container Data File, and in accordance with the decode information shown on the Equipment ID Mapping Schedule,

from

The cost amount, as shown on the Container Data File.

For Sample Container Number 13, calculate the Depreciation Base by subtracting:

The salvage value, which we were instructed by the Manager, on behalf of the Issuer, to assume is $907.38,

from

The cost amount, as shown on the Container Data File.

For Sample Container Number 27, calculate the Depreciation Base by subtracting:

The salvage value, which we were instructed by the Manager, on behalf of the Issuer, to assume is $643.97,

from

The cost amount, as shown on the Container Data File.

Exhibit 3 to Attachment A

Page 2 of 2

Calculate the useful life in days (the “Useful Life in Days”) for each Sample Container (except for the Sample Container Number 34), by multiplying 365 by the useful life in years, which we were instructed by the Manager, on behalf of the Issuer, to assume is:

12.5 years for Sample Containers with an equipment ID value of dry container (“D”),

15 years for Sample Containers with an equipment ID value of reefer (“R”) or

12 years for Sample Containers with an equipment ID value of genset (“G”),

all as shown on the Container Data File, and in accordance with the decode information shown in the Equipment ID Mapping Schedule.

For Sample Container Number 34, the Manager, on behalf of the Issuer, instructed us to assume the Useful Life in Days is 365 days.

Calculate the depreciation per day (the “Depreciation per Day”) for each Sample Container by dividing the:

Depreciation Base by

Useful Life in Days,

both as calculated above.

Calculate the number of days since the depreciation date (the “Number of Days Since the Depreciation Date”) for each Sample Container (except for the Sample Container Number 34) by calculating the difference in days between the:

Statistical Cut-Off Date and

Current depreciation date, as shown on the Container Data File.

For Sample Container Number 34, the Manager, on behalf of the Issuer, instructed us to assume the Number of Days Since the Depreciation Date is 365 days.

Calculate the depreciation (the “Depreciation”) for each Sample Container by multiplying the:

Depreciation per Day by

Number of Days Since the Depreciation Date,

both as calculated above.

Recalculate the net book value for each Sample Container by:

Subtracting the:

(i) Depreciation, as calculated above,

from

(ii) Cost amount, as shown on the Container Data File, and

Rounding the result obtained above to the second decimal ($XX.XX).

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