Common use of Trust Account Clause in Contracts

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificates.

Trust Account. On or before the Issue Date, the Securities Administrator Trustee shall either (i) open with a depository institution one or more trust accounts in the name of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests Certificates and all investments of any such amounts as being held by it in its capacity as Securities Administrator Trustee for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of Holders of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator Trustee shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator Trustee in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities AdministratorTrustee. The Securities Administrator Trustee shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests Certificates received by it as Securities Administrator Trustee hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator Trustee in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator Trustee for distributions on the Certificates.

Trust Account. On or before the Issue Date, the Securities Trust Administrator shall either (i) open with a depository institution one or more trust accounts in the name of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Trust Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Trust Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Trust Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities Trust Administrator. The Securities Trust Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Trust Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Trust Administrator in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Trust Administrator for distributions on the Certificates.

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated Exchangeable REMIC Interests Certificates and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of Holders of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated Exchangeable REMIC Interests Certificates received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificates.

Trust Account. On or before the Issue Date, the Securities Administrator Paying Agent shall either (i) open with a depository institution one or more trust accounts in the name of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator Paying Agent for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator Paying Agent shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator Paying Agent in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities AdministratorPaying Agent. The Securities Administrator Paying Agent shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator Paying Agent hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator Paying Agent in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator Paying Agent for distributions on the Certificates.

Trust Account. On or before the Issue Date, the Securities Administrator Paying Agent shall either (i) open with a depository institution one or more trust accounts in the name of the Trustee on behalf of the Trust Fund that shall collectively be the “"Trust Account,” " (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator Paying Agent for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator Paying Agent shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator Paying Agent in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities AdministratorPaying Agent. The Securities Administrator Paying Agent shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator Paying Agent hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator Paying Agent in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator Paying Agent for distributions on the Certificates.

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests Certificates and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of Holders of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests Certificates received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificates.

Trust Account. On or before The Contractor shall administer a sales and use tax trust bank account to process all Seller Taxes due and owing to the Issue Date, Streamlined States (“Taxes Collected”). The trust account may also contain taxes due and owing to non-member states and governmental entities. The trust account shall be a separate bank account established at a banking institution approved by the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in Governing Board no later than the name first day of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners month in which the Trust Account is maintained may at any time be changed without notice to, or contractor begins remitting taxes due for its first seller. The Contractor shall notify the approval of, Holders Executive Director of the Certificates so long banking institution within 10 days of using the account as funds held the trust account or changing the financial institution at which the trust account is established. The trust account shall be established as an account that requires the deposit of all Taxes Collected and the segregation of all Taxes Collected from the Contractor’s own funds. The corresponding general ledger account on the Contractor’s accounting system shall provide a clear audit trail of all deposits and remittances of Taxes Collected, all deposits and remittances of taxes to for non-member states and other governmental entities, all transfers of Contractor compensation from the trust account to the Contractor’s general business accounts, and all other account transactions. The trust account shall be secured through FDIC and/or other appropriate bank collateral agreements that provide comparable coverage to that of FDIC. In the event the Contractor proposes an alternative method for securing the trust account, it shall request an exception from the Executive Director in writing and shall not use the alternative method until the Executive Director has approved the method in writing. The account shall also be administered with generally accepted practices for the segregation of duties among account administrators, and shall have in place adequate electronic and other controls, including any controls deemed necessary or appropriate by the Governing Board, to prevent unauthorized access to and transfers from the account. The trust account shall be maintained as a fiduciary account for the states and other taxing jurisdiction as beneficiaries of the trust account, with detail of each state and taxing jurisdiction interest maintained in the Trust Fund byContractor’s records. The Contractor shall ensure that the fiduciary nature of the account is disclosed in the bank’s deposit account records (e.g., or “XYZ CSP, Inc., tax account in trust for the account ofStreamlined Sales Tax Governing Board member states, the Securities Administrator shall at their local taxing jurisdictions and all times be identified. To the extent that the Trust Account is maintained state and local taxing jurisdictions processed by the Securities Administrator Contractor”). The Contractor shall make arrangements with its bank to establish the proper account name and ensure adequate recordkeeping to establish the ownership interest of each state and other taxing jurisdiction. All costs incurred in the manner provided for in clause (ii) above, all references herein to deposits creation and withdrawals from maintenance of the Trust Account bank trust account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held borne by the Securities Administrator in the Trust Account as part of the Trust Fund as herein providedContractor, subject to withdrawal and any interest earned on deposited funds may be retained by the Securities Administrator for distributions on the CertificatesContractor.

Trust Account. On or before The Purchaser acknowledges that the Issue DateCompany is a blank check company with the powers and privileges to effect a Business Combination. The Purchaser further acknowledges that, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts as described in the name prospectus included in the registration statement of the Trustee on behalf Company (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect Company’s assets consist of the Uncertificated REMIC Interests cash proceeds of the IPO and private placements of its securities, and substantially all investments of any such amounts as being held by it those proceeds have been deposited in its capacity as Securities Administrator a trust account for the benefit of the Holders Company, certain of its public shareholders and the underwriters of the Certificates or IPO (iii) maintain the “Trust Account in Account”). The Purchaser acknowledges that, except with respect to interest earned on the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund byAccount that may be released to the Company to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if the Company completes one or more transactions that constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if the Company fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to the Company in limited amounts to permit the Company to pay the costs and expenses of its liquidation and dissolution, and then to the Company’s public shareholders; and (iii) if the Company holds a shareholder vote to amend the Company’s Governing Documents to modify the substance or timing of the obligation to redeem 100% of the shares of Parent Common Stock if the Company fails to complete a Business Combination within the allotted time period, then for the redemption of any shares of Parent Common Stock properly tendered in connection with such vote. For and in consideration of the Company entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Purchaser hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account (including any distributions therefrom) and agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or for the account arising out of, this Agreement and any negotiations, Contracts or agreements with the Securities Administrator Company; provided, however, that nothing herein shall at all times serve to limit or prohibit the Purchaser’s right to pursue a claim against the Company for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate the Parent Share Redemptions. The Purchaser agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and the Purchaser further intends and understands such waiver to be identifiedvalid, binding and enforceable under applicable Law. To the extent the Purchaser commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, which proceeding seeks, in whole or in part, monetary relief against the Company, the Purchaser hereby acknowledges and agrees that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account its sole remedy shall be deemed to refer to credits and debits to the related books against funds held outside of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with that such moneys, including all income claim shall not permit the Purchaser (or other gain from such investments, shall be held by any party claiming on the Securities Administrator Purchaser’s behalf or in lieu of the Purchaser) to have any claim against the Trust Account as part (including any distributions therefrom) or any amounts contained therein. In the event that the Purchaser commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, which proceeding seeks, in whole or in part, relief against the Trust Fund as herein providedAccount (including any distributions therefrom) or the holders of Parent Common Stock, subject whether in the form of money damages or injunctive relief, the Company shall be entitled to withdrawal by recover from the Securities Administrator for distributions on Purchaser the Certificatesassociated legal fees and costs in connection with any such action, in the event the Company prevails in such action or proceeding.

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name As of the Trustee on behalf date of the Trust Fund that shall collectively be the “Trust Account,” (ii) this Agreement, Parent has an amount in lieu of maintaining any such account or accounts, maintain cash in the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) aboveequal to at least $116.7 million. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as The funds held in the Trust Fund byAccount are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or for less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the account ofInvestment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of November 3, 2021 (the Securities Administrator shall at all times “Trust Agreement”), between Parent and Continental, as trustee (the “Trustee”). The Trust Agreement has not been amended or modified, is valid and in full force and effect and is enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Reports to be identified. To inaccurate in any material respect or, to Parent’s knowledge, that would entitle any Person to any portion of the extent that funds in the Trust Account is maintained by the Securities Administrator (other than (i) in the manner provided for in clause respect of deferred underwriting commissions or Taxes, (ii) abovethe Parent Stockholders who shall have elected to redeem their Parent Common Stock pursuant to the Governing Documents of Parent or (iii) if Parent fails to complete a business combination within the allotted time period set forth in the Governing Documents of Parent and liquidates the Trust Account, subject to the terms of the Trust Agreement, Parent (in limited amounts to permit Parent to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Parent) and then the Parent Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of Parent and the Trust Agreement. Parent has performed all references herein material obligations required to deposits be performed by it to date under, and withdrawals is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or Proceedings pending with respect to the Trust Account. Since March 31, 2022, Parent has not released any money from the Trust Account shall be deemed to refer to credits and debits to (other than interest income earned on the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be funds held by the Securities Administrator in the Trust Account as part permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Fund Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Parent Stockholders who have elected to redeem their Parent Common Stock pursuant to the Governing Documents of Parent, each in accordance with the terms of and as herein providedset forth in the Trust Agreement, subject Parent shall have no further obligation under either the Trust Agreement or the Governing Documents of Parent to withdrawal by liquidate or distribute any assets held in the Securities Administrator for distributions on Trust Account, and the CertificatesTrust Agreement shall terminate in accordance with its terms.

Trust Account. On or before As of the Issue DateParent Merger Effective Time, the Securities Administrator shall either (i) open with obligations of Parent to dissolve or liquidate within a depository institution one or more trust accounts specified time period as contained in the name Parent Certificate of Incorporation will be terminated and Parent shall have no obligation whatsoever to dissolve and liquidate the assets of Parent by reason of the Trustee on behalf consummation of the Trust Fund that Mergers or otherwise, and, except to the extent they elect to redeem their shares of Parent Common Stock in connection with the Mergers pursuant to the Parent Organizational Documents, no stockholder of Parent shall collectively be entitled to receive any amount from the “Trust Account,” ; provided that the foregoing shall not modify or restrict the obligations of Parent to consummate the redemption of any shares of Parent Common Stock pursuant to a valid exercise of Redemption Rights prior to the Parent Merger Effective Time in accordance with the Parent Organizational Documents. At least forty-eight (ii48) hours prior to the Parent Merger Effective Time, Parent shall provide notice to the Trustee in lieu of maintaining any such account or accounts, maintain accordance with the Trust Account by means of appropriate entries on its books Agreement and records designating all amounts credited thereto in respect of shall deliver any other documents, opinions or notices required to be delivered to the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain Trustee pursuant to the Trust Account in Agreement and cause the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which Trustee prior to the Trust Account is maintained may at any time be changed without notice Parent Merger Effective Time to, or and the approval ofTrustee shall thereupon be obligated to, Holders of the Certificates so long as transfer all funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times Account to Parent (other than funds required to be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals paid from the Trust Account shall be deemed to refer stockholders of the Parent that elected to credits and debits redeem their shares of Parent Common Stock in connection with the Mergers pursuant to the related books Parent Organizational Documents pursuant to the Trust Agreement) (to be held as available cash on the balance sheet of Parent, and to be used to pay (a) as and when due all amounts payable to the stockholders of Parent holding shares of Parent Common Stock in the event they elect to redeem their Parent Common Stock pursuant to the Parent Organizational Documents, (b) any Outstanding Transaction Expenses payable by Parent on the Closing Date pursuant to Section 3.06 or (c) for working capital and other general corporate purposes of the Securities Administrator. The Securities Administrator business following the Closing) and thereafter shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in cause the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject Agreement to withdrawal by the Securities Administrator for distributions on the Certificatesterminate.

Trust Account. The parties named as trustees to the account own the account in proportion to the parties’ net contributions to the account. A trustee may withdraw funds from the account. A beneficiary may not withdraw funds from the account before all trustees are deceased. On or before the Issue Datedeath of the last surviving trustee, the Securities Administrator shall either (i) open with ownership of the account passes to the beneficiary. The trust account is not a depository institution one part of a trustee’s estate and does not pass under the trustee’s will or more trust accounts by intestacy, unless the trustee survives all of the beneficiaries and all other trustees. BUSINESS, ORGANIZATION AND ASSOCIATION ACCOUNTS - Earnings in the name form of interest, dividends, or credits will be paid only on collected funds, unless otherwise provided by law or our policy. You represent that you have the Trustee authority to open and conduct business on this account on behalf of the Trust Fund that shall collectively entity. We may require the governing body of the entity opening the account to give us a separate authorization telling us who is authorized to act on its behalf. We will honor the authorization until we actually receive written notice of a change from the governing body of the entity. STOP PAYMENTS - For information regarding our procedures on Stopping Payments, please see the Electronic Funds Transfer Agreement and Disclosure section of this Brochure. TELEPHONE TRANSFERS - A telephone transfer of funds from this account to another account with us, if otherwise arranged for or permitted, may be made by the “Trust Account,” (ii) same persons and under the same conditions generally applicable to withdrawals made in lieu writing. Unless a different limitation is disclosed in writing, we restrict the number of maintaining any such transfers from a savings account to another account or accountsto third parties, maintain to a maximum of six per month (less the Trust Account by means number of appropriate entries on its books and records designating all amounts credited thereto “preauthorized transfers” during the month). Other account transfer restrictions may be described elsewhere. AMENDMENTS AND TERMINATION - We may change any term of this agreement. Rules governing changes in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account interest rates are provided separately in the form of Truth-in-Savings disclosure or in another document. For other changes, we will give you reasonable notice in writing or by any combination of accounts or book entries described in clauses (i) and (ii) aboveother method permitted by law. Any manner or manners in which the Trust Account is maintained We may also close this account at any time upon reasonable notice to you and tender of the account balance personally or by mail. Items presented for payment after the account is closed may be changed without dishonored. When you close your account, you are responsible for leaving enough money in the account to cover any outstanding items to be paid from the account. If your account balance is $5.00 or less, we will not mail you a cashier’s check for the small balance but you may transfer the monies to another First Command Bank account, wire the monies out, write a personal check or make a withdrawal. Reasonable notice todepends on the circumstances, and in some cases such as when we cannot verify your identity or we suspect fraud, it might be reasonable for us to give you notice after the change or account closure becomes effective. For instance, if we suspect fraudulent activity with respect to your account, we might immediately freeze or close your account and then give you notice. You agree that in instances of account abuse, suspected fraud or to prevent a loss, notice is reasonably given by us if mailed to you immediately after the change or account closure becomes effective. You agree to keep us informed of your current address at all times. Notice from us to any one of you is notice to all of you. If we have notified you of a change in any term of your account and you continue to have your account after the effective date of the change, you have agreed to the new term(s). STATEMENTS - Your duty to report unauthorized signatures, alterations and forgeries - You must examine your statement of account with “reasonable promptness. ”If you discover (or reasonably should have discovered) any unauthorized signatures or alterations, you must promptly notify us of the relevant facts. As between you and us, if you fail to do either of these duties, you will have to either share the loss with us, or bear the approval ofloss entirely yourself (depending on whether we used ordinary care and, Holders if not, whether we contributed to the loss). The loss could be not only with respect to items on the statement but other items with unauthorized signatures or alterations by the same wrongdoer. You agree that the time you have to examine your statement and report to us will depend on the circumstances, but will not, in any circumstance, exceed a total of 30 days from when the statement is first sent or made available to you. You further agree that if you fail to report any unauthorized signatures, alterations or forgeries in your account within 60 days of when we first send or make the statement available, you cannot assert a claim against us on any items in that statement, and as between you and us the loss will be entirely yours. This 60-day limitation is without regard to whether we used ordinary care. The limitation in this paragraph is in addition to that contained in the first paragraph of this section. Your duty to report other errors - In addition to your duty to review your statements for unauthorized signatures, alterations and forgeries, you agree to examine your statement with reasonable promptness for any other error - such as an encoding error. You agree that the time you have to examine your statement and report to us will depend on the circumstances. However, such time period shall not exceed 60 days. Failure to examine your statement and report any such errors to us within 60 days of when we first send or make the statement available precludes you from asserting a claim against us for any such errors on items identified in that statement and as between you and us the loss will be entirely yours. Errors relating to electronic fund transfers or substitute checks - For information on errors relating to electronic fund transfers (e.g., computer, debit card or ATM transactions) refer to your Electronic Fund Transfers disclosure and the sections on consumer liability and error resolution. For information on errors relating to a substitute check you received, refer to your disclosure entitled Substitute Checks and Your Rights. ACCOUNT TRANSFER - This account may not be transferred or assigned without our prior written consent. DIRECT DEPOSITS - If we are required for any reason to reimburse the federal government for all or any portion of a benefit payment that was directly deposited into your account, you authorize us to deduct the amount of our liability to the federal government from the account or from any other account you have with us, without prior notice and at any time, except as prohibited by law. We may also use any other legal remedy to recover the amount of our liability. SETOFF - We may (without prior notice and when permitted by law) set off the funds in this account against any due and payable debt you owe us now or in the future, by any of you having the right of withdrawal, to the extent of such persons’ or legal entity’s right to withdraw. If the debt arises from a note, “any due and payable debt” includes the total amount of which we are entitled to demand payment under the terms of the Certificates so long as funds held in note at the Trust Fund bytime we set off, including any balance the due date for which we properly accelerate under the note. This right of setoff does not apply to this account if prohibited by law. For example, the right of setoff does not apply to this account if: (a) it is an Individual Retirement Account or similar tax-deferred account, or (b) the debt is created by a consumer credit transaction under a credit card plan (but this does not affect our rights under any consensual security interest), (c) the debtor’s right of withdrawal only arises in a representative capacity, or (d) the debt is created by a home equity loan. We will not be liable for the account of, dishonor of any check when the Securities Administrator shall at all times be identifieddishonor occurs because we set off a debt against this account. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein You agree to deposits and withdrawals hold us harmless from the Trust Account shall be deemed to refer to credits and debits to the related books any claim arising as a result of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect our exercise of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part our right of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificatessetoff.

Trust Account. On or before (a) As of the Issue Datedate hereof, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts ARYA has at least $149,500,000 in the name trust fund established by ARYA for the benefit of the Trustee on behalf of the Trust Fund that shall collectively be its public shareholders in a trust account (the “Trust Account,” ”), maintained by Continental Stock Transfer & Trust Company (iithe “Trustee”) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts acting as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) abovetrustee. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as The funds held in the Trust Fund byare (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust by the Trustee pursuant to the Investment Management Trust Agreement. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Investment Management Trust Agreement in the ARYA SEC Documents to be inaccurate, or for that would entitle any Person to any portion of the account of, the Securities Administrator shall at all times be identified. To the extent that funds in the Trust Account is maintained by the Securities Administrator (other than (i) in the manner provided for in clause respect of Deferred Underwriting Commissions or Taxes, (ii) abovethe holders of Equity Securities of ARYA prior to the Closing Date who shall have elected to redeem their ARYA Class A Shares pursuant to the Governing Documents of ARYA or (iii) if ARYA fails to complete a Business Combination within the allotted time period set forth in the Governing Documents of ARYA and liquidates the Trust Account, subject to the terms of the Trust Agreement, ARYA (in limited amounts to permit ARYA to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of ARYA) and then the holders of Equity Securities of ARYA prior to the Closing Date). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of ARYA and the Investment Management Trust Agreement. As of the date hereof, ARYA has performed all references herein material obligations required to deposits be performed by it, and withdrawals is not in material breach or default, or delinquent in performance in any material respect or any other respect (claimed or actual) in any material respect, under the Investment Management Trust Agreement, and, to the knowledge of ARYA, no event has occurred which (with due notice or lapse of time or both) would constitute a material default under the Investment Management Trust Agreement. As of the date of this Agreement, there are no Actions pending, or to the knowledge of ARYA, threatened with respect to the Trust Account. Since March 2, 2021, ARYA has not released any money from the Trust Account shall be deemed to refer to credits and debits to (other than interest income earned on the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be funds held by the Securities Administrator in the Trust Account as part permitted by the Investment Management Trust Agreement). Upon the consummation of the transactions contemplated hereby (including the distribution of assets from the Trust Fund Account (A) in respect of Deferred Underwriting Commissions or Taxes or (B) to the holders of Equity Securities of ARYA prior to the Closing Date who have elected to redeem their ARYA Class A Shares pursuant to the Governing Documents of ARYA, each in accordance with the terms of and as herein providedset forth in the Investment Management Trust Agreement), subject ARYA shall have no further obligation under either the Investment Management Trust Agreement or the Governing Documents of ARYA to withdrawal by liquidate or distribute any assets held in the Securities Administrator for distributions on Trust Account, and the CertificatesInvestment Management Trust Agreement shall terminate in accordance with its terms.

Trust Account. On or before the Issue Dateissuance of the Certificates, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated Underlying REMIC Interests Certificates and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of Holders of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated Underlying REMIC Interests Certificates received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificates.

Trust Account. (a) On or before prior to the Issue Closing Date, the Securities Administrator Indenture Trustee shall either (i) open establish and maintain with a depository institution one or more trust accounts the Corporate Trust Office the Trust Account, established in the name of the Indenture Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders holders of all Series of Notes then Outstanding issued pursuant to this Indenture, any Series Enhancer and any Interest Rate Hedge Provider, into which the following amounts shall be deposited: an amount equal to the sum (without duplication) of (i) all of the Certificates or Collections less an amount up to the Management Fee and Management Fee Arrearage deducted in accordance with the Indenture and the other Related Documents received during the related Collection Period, (ii) all amounts received by the Issuer during the related Collection Period pursuant to any Interest Rate Hedge Agreement, (iii) maintain any Warranty Purchase Amounts received by the Issuer during the related Collection Period, (iv) all amounts transferred from the Restricted Cash Account or Manager Transition Account to the Trust Account in for use on such Payment Date, (v) the form amount of all Manager Advances for use on such Payment Date, (vi) any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held earnings on Eligible Investments in the Trust Fund byAccount, or for the account ofManager Transition Account, the Securities Administrator shall at all times be identified. To each Series Account and Restricted Cash Account to the extent that such earnings were credited to such account during the related Collection Period and (vii) other payments required by this Indenture and the other Related Documents to be deposited therein (all of the foregoing referred to as the “Available Distribution Amount”). Neither the Issuer nor the Indenture Trustee shall establish any additional Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits Accounts without prior written notice to the related books Indenture Trustee and the Issuer and the prior written consent of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account Requisite Global Majority and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificateseach Series Enhancer.

Trust Account. On or before The Contractor shall administer a sales and use tax trust bank account to process all Seller Taxes due and owing to the Issue Date, Streamlined States (“Taxes Collected”). The trust account may also contain taxes due and owing to non-member states and governmental entities. The trust account shall be a separate bank account established at a banking institution approved by the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in Governing Board no later than the name first day of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners month in which the Trust Account is contractor begins remitting taxes due for its first seller. The trust account shall be established as an account that requires the deposit of all Taxes Collected and the segregation of all Taxes Collected from the Contractor’s own funds. The corresponding general ledger account on the Contractor’s accounting system shall provide a clear audit trail of all deposits and remittances of Taxes Collected, all deposits and remittances of taxes to for non-member states and other governmental entities, all transfers of Contractor compensation from the trust account to the Contractor’s general business accounts, and all other account transactions. The trust account shall be secured through FDIC and/or other appropriate bank collateral agreements that provide comparable coverage to that of FDIC. In the event the Contractor proposes an alternative method for securing the trust account, it shall request an exception from the Executive Director in writing and shall not use the alternative method until the Executive Director has approved the method in writing. The account shall also be administered with generally accepted practices for the segregation of duties among account administrators, and shall have in place adequate electronic and other controls, including any controls deemed necessary or appropriate by the Governing Board, to prevent unauthorized access to and transfers from the account. The trust account shall be maintained may at any time be changed without notice to, or as a fiduciary account for the approval of, Holders states and other taxing jurisdiction as beneficiaries of the Certificates so long as funds held trust account, with detail of each state and taxing jurisdiction interest maintained in the Trust Fund byContractor’s records. The Contractor shall ensure that the fiduciary nature of the account is disclosed in the bank’s deposit account records (e.g., or “XYZ CSP, Inc., tax account in trust for the account ofStreamlined Sales Tax Governing Board member states, the Securities Administrator shall at their local taxing jurisdictions and all times be identified. To the extent that the Trust Account is maintained state and local taxing jurisdictions processed by the Securities Administrator Contractor”). The Contractor shall make arrangements with its bank to establish the proper account name and ensure adequate recordkeeping to establish the ownership interest of each state and other taxing jurisdiction. All costs incurred in the manner provided for in clause (ii) above, all references herein to deposits creation and withdrawals from maintenance of the Trust Account bank trust account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held borne by the Securities Administrator in the Trust Account as part of the Trust Fund as herein providedContractor, subject to withdrawal and any interest earned on deposited funds may be retained by the Securities Administrator for distributions on the CertificatesContractor.

Trust Account. On or before the Issue Date, the Securities Administrator Trustee shall either (i) open with a depository institution one or more trust accounts in the name of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests Certificates and all investments of any such amounts as being held by it in its capacity as Securities Administrator Trustee for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of Holders of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator Trustee shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator Trustee in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities AdministratorTrustee. The Securities Administrator Trustee shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests Certificates received by it as Securities Administrator Trustee hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator Trustee in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator Trustee for distributions on the Certificates. Funds in the Trust Account shall remain univested.

Trust Account. On or before The Contractor shall administer a sales and use tax trust bank account to process all Seller Taxes due and owing to the Issue DateMember States , Contingent Member States and Associate Member States (“Taxes Collected”). The trust account may also contain taxes due and owing to non-member states and governmental entities. The trust account shall be a separate bank account established at a banking institution approved by the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in Governing Board no later than the name first day of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners month in which the Trust Account is contractor begins remitting taxes due for its first seller. The trust account shall be established as an account that requires the deposit of all Taxes Collected and the segregation of all Taxes Collected from the Contractor’s own funds. The corresponding general ledger account on the Contractor’s accounting system shall provide a clear audit trail of all deposits and remittances of Taxes Collected, all deposits and remittances of taxes to for non-member states and other governmental entities, all transfers of Contractor compensation from the trust account to the Contractor’s general business accounts, and all other account transactions. The trust account shall be secured through FDIC and/or other appropriate bank collateral agreements that provide comparable coverage to that of FDIC. In the event the Contractor proposes an alternative method for securing the trust account, it shall request an exception from the Executive Director in writing and shall not use the alternative method until the Executive Director has approved the method in writing. The account shall also be administered with generally accepted practices for the segregation of duties among account administrators, and shall have in place adequate electronic and other controls, including any controls deemed necessary or appropriate by the Governing Board, to prevent unauthorized access to and transfers from the account. The trust account shall be maintained may at any time be changed without notice to, or as a fiduciary account for the approval of, Holders states and other taxing jurisdiction as beneficiaries of the Certificates so long as funds held trust account, with detail of each state and taxing jurisdiction interest maintained in the Trust Fund byContractor’s records. The Contractor shall ensure that the fiduciary nature of the account is disclosed in the bank’s deposit account records (e.g., or “XYZ CSP, Inc., tax account in trust for the account ofStreamlined Sales Tax Governing Board member states, the Securities Administrator shall at their local taxing jurisdictions and all times be identified. To the extent that the Trust Account is maintained state and local taxing jurisdictions processed by the Securities Administrator Contractor”). The Contractor shall make arrangements with its bank to establish the proper account name and ensure adequate recordkeeping to establish the ownership interest of each state and other taxing jurisdiction. All costs incurred in the manner provided for in clause (ii) above, all references herein to deposits creation and withdrawals from maintenance of the Trust Account bank trust account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held borne by the Securities Administrator in the Trust Account as part of the Trust Fund as herein providedContractor, subject to withdrawal and any interest earned on deposited funds may be retained by the Securities Administrator for distributions on the CertificatesContractor.

Trust Account. On or before As of the Issue Datedate of this Agreement, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts Acquiror has at least $299,000,000 in the name Trust Account (including, if applicable, an aggregate of approximately $8,715,000 of deferred underwriting commissions and other fees being held in the Trustee on behalf Trust Account), such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of January 25, 2021, between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Fund Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding Acquiror Ordinary Shares initially sold in Acquiror’s initial public offering who shall collectively be have elected to redeem their Acquiror Ordinary Shares pursuant to Acquiror’s Governing Documents and the “underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account,” (ii) in lieu of maintaining any such account or accounts. Prior to the Amalgamation Closing, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect none of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund byAccount may be released other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in default, in breach or for delinquent in performance or any other respect (to the account ofknowledge of Acquiror, claimed or actual) in connection with, the Securities Administrator shall at all times be identifiedTrust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books As of the Securities Administrator. The Securities Administrator Amalgamation Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall deposit terminate, and as of the Amalgamation Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby (other than use of the funds in the Trust Account all distributions in for Acquiror Share Redemptions and to pay the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions). To the knowledge of Acquiror, as of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time date hereof, following the Amalgamation Effective Time, no Acquiror Shareholder shall be entitled to time receive any amount in the Trust Account except to the extent such Acquiror Shareholder has exercised an Acquiror Share Redemption. As of the date hereof, assuming the accuracy of the representations and all investments made with such moneys, including all income or other gain from such investments, shall be held warranties of the Company contained herein and the compliance by the Securities Administrator Company with its obligations hereunder, Acquiror does not have any reason to believe that any of the conditions to the use of funds in the Trust Account as part will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Amalgamation Closing Date (other than use of the funds in the Trust Fund as herein provided, subject Account for Acquiror Share Redemptions and to withdrawal by pay the Securities Administrator for distributions on the Certificatesunderwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions).

Trust Account. On or before Each Purchaser acknowledges that DSAC is a blank check company with the Issue Datepowers and privileges to effect a Business Combination. Each Purchaser further acknowledges that, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts as described in the name Prospectus, substantially all of DSAC’s assets consist of the Trustee on behalf cash proceeds of the Trust Fund that shall collectively be the “Trust Account,” (ii) DSAC’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of DSAC, certain of its public shareholders and the Holders underwriters of DSAC’s initial public offering. Each Purchaser acknowledges that, except with respect to interest earned on the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund byAccount that may be released to DSAC to pay its tax obligations, or for the account ofif any, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit cash in the Trust Account all distributions may be disbursed only for the purposes set forth in respect the Prospectus. For and in consideration of DSAC entering into this Agreement, the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time receipt and sufficiency of which are hereby acknowledged, each Purchaser hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to time any monies in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in agree not to seek recourse against the Trust Account or any funds distributed therefrom as part a result of, or arising out of, this Agreement, any Ancillary Agreement, and any negotiations, contracts or agreements with DSAC or any other Person; provided, however, that nothing in this Section 6 shall amend, limit, alter, change, supersede or otherwise modify the right of such Purchaser to (i) bring any action or actions for specific performance, injunctive and/or other equitable relief or (ii) bring or seek a claim for Damages against DSAC, or any of its successors or assigns, for any breach of this Agreement (but such claim shall not be against the Trust Fund as herein provided, subject Account or any funds distributed from the Trust Account to withdrawal by holders of DSAC Ordinary Shares in accordance with the Securities Administrator for distributions on DSAC Governing Document and the CertificatesTrust Agreement).

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name As of the Trustee on behalf date of the Trust Fund that shall collectively be the “Trust Account,” (ii) this Agreement, JAWS has an amount in lieu of maintaining any such account or accounts, maintain cash in the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) aboveequal to at least $345,000,000. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as The funds held in the Trust Fund byAccount are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or for less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the account ofInvestment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of December 7, 2020 (the Securities Administrator shall at all times “Trust Agreement”), between JAWS and Continental, as trustee (the “Trustee”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the JAWS SEC Reports to be identified. To inaccurate in any material respect or, to JAWS’s knowledge, that would entitle any Person to any portion of the extent that funds in the Trust Account is maintained by the Securities Administrator (other than (i) in the manner provided for in clause respect of deferred underwriting commissions or Taxes, (ii) abovethe Pre-Closing JAWS Holders who shall have elected to redeem their JAWS Class A Shares pursuant to the Governing Documents of JAWS or (iii) if JAWS fails to complete a business combination within the allotted time period set forth in the Governing Documents of JAWS and liquidates the Trust Account, subject to the terms of the Trust Agreement, JAWS (in limited amounts to permit JAWS to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of JAWS) and then the Pre-Closing JAWS Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of JAWS and the Trust Agreement. JAWS has performed all references herein material obligations required to deposits be performed by it to date under, and withdrawals is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of JAWS, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since December 7, 2020, JAWS has not released any money from the Trust Account shall be deemed to refer to credits and debits to (other than interest income earned on the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be funds held by the Securities Administrator in the Trust Account as part permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Fund Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing JAWS Holders who have elected to redeem their JAWS Class A Shares pursuant to the Governing Documents of JAWS, each in accordance with the terms of and as herein providedset forth in the Trust Agreement, subject JAWS shall have no further obligation under either the Trust Agreement or the Governing Documents of JAWS to withdrawal by liquidate or distribute any assets held in the Securities Administrator for distributions on Trust Account, and the CertificatesTrust Agreement shall terminate in accordance with its terms.

Trust Account. On or before The deferred portion of the Issue Datetotal compensation will not be paid by the Bank to the Executive as it is earned by him. Instead, the Securities Administrator Bank will pay the amounts of the Deferred Compensation to the Trust established for purposes of holding and investing the Deferred Compensation amounts until they become payable to the Executive pursuant to the provisions of this Agreement and the corresponding Deed of Trust. Said Deed of Trust shall either (i) open with be bound by the terms and conditions of this Agreement. The Deferred Compensation amount shall be paid by the Bank to the Trust on a depository institution one monthly basis. Except as may be provided herein and the Deed of Trust, the Trustee shall have full and complete power and authority over the trust, as fully and to the same extent as any individual might, could, or more trust accounts would have owned similar property or securities. The Trustee shall not be liable for any error of judgment, mistake of fact or of law, or act, or omission, except for his own willful malfeasance or manifest negligence. As provided in the name employment agreement. The Deferred Compensation amounts and the investment income thereof accumulated by the Trust shall become payable to Executive in the manner provided in Section 2.2 below unless forfeited by the occurrence of any of the events of forfeiture specified in Section 2.3 below. At the time Executive is entitled to receive payments from the Deferred Compensation Trust Account in accordance with the provisions of Section 2.2(b) below (representing distributions of funds other than distributions of investment income funds), the Bank shall furnish to the Trustee on behalf a written statement instructing and authorizing him to pay to the Executive the corresponding amount of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Deferred Compensation Trust Account in the applicable manner described in said Section 2.2(b). Such notification shall include a schedule (the "Payment Schedule") that indicates the amount payable to the Executive or that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for under this Agreement), and the time for commencement for payments of such amounts. Except as otherwise provided herein, Trustee shall pay Executive in accordance with such Payment Schedule. The Trustee shall provide for the reporting and withholding of any combination federal, estate or local taxes that may be required to be withheld with respect to the payment of accounts or book entries described in clauses (i) benefits pursuant to the Payment Schedule and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice toterms of the Agreement and shall pay amounts withheld to the appropriate taxing authorities, or determine pursuant to the approval ofPayment Schedule that such amounts have been reported, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained withheld and paid by the Securities Administrator Settlor. The Trustee shall thereafter immediately notify Executive in writing as to the Bank’s instructions, and Executive shall have thirty days from the date of such notification to object (in the manner provided indicated below) to the Payment Schedule. If no such objection is raised within said period of time, Trustee shall make the applicable distribution to Executive. With respect to the investment income, the Trustee shall distribute such income to Executive in accordance with the provisions of Section 2.2(a) unless the Bank furnishes to the Trustee a written statement providing that an event of default has occurred. In the event the Bank considers that an event of forfeiture has occurred (either with respect to distributions of investment income funds or of funds other than distributions of investment income funds), the Bank shall be required to so notify it in writing to the Trustee and to the Executive indicating the reasons for such determination. In the event Executive disagrees with the determination made by the Bank as to the occurrence of an event of forfeiture, said issue shall be arbitrated before an individual selected by mutual consent of the parties. In the event the parties cannot agree as to the appointment of an Arbitrator, then the arbitration proceedings shall take place in clause (ii) aboveSan Xxxx, Puerto Rico, in accordance with the rules of the American Arbitration Association. The decision of the Arbitrator shall be final and binding upon all references herein to deposits parties and withdrawals from shall be enforceable in any court having jurisdiction thereof. Any amount of the Deferred Compensation Trust Account shall be deemed which is considered to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investmentshave been forfeited, shall be held paid (in cash or in kind) by the Securities Administrator in Trustee to the Trust Account as part of Bank within the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificatesnext 30 days following such determination.

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name As of the Trustee on behalf date of the Trust Fund that shall collectively be the “Trust Account,” (ii) this Agreement, Xxxxxxxxxx has an amount in lieu of maintaining any such account or accounts, maintain cash in the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) aboveequal to at least $276,000,000. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as The funds held in the Trust Fund byAccount are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or for less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the account ofInvestment Company Act which invest only in direct U.S. government treasury obligations, and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated February 8, 2021, between Priveterra and Continental Stock Transfer & Trust Company, as trustee (the Securities Administrator shall at all times “Trustee”) (the “Trust Agreement”). There are no separate agreements, side letters or other understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Priveterra SEC Reports to be identified. To inaccurate in any material respect or that would entitle any Person to any portion of the extent that funds in the Trust Account is maintained by the Securities Administrator (other than (i) in the manner provided for in clause respect of deferred underwriting commissions or Taxes, (ii) abovethe Pre-Closing Priveterra Stockholders who shall have elected to redeem their Class A Common Stock pursuant to the Governing Documents of Priveterra, or (iii) if Priveterra fails to complete a business combination within the allotted time period set forth in the Governing Documents of Priveterra and liquidates the Trust Account, subject to the terms of the Trust Agreement, Priveterra (in limited amounts to permit Priveterra to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Priveterra) and then the Pre-Closing Priveterra Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of Priveterra and the Trust Agreement. Priveterra has performed all references herein material obligations required to deposits be performed by it to date under, and withdrawals is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of Priveterra, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since February 8, 2021, Xxxxxxxxxx has not released any money from the Trust Account shall be deemed to refer to credits and debits to (other than interest income earned on the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be funds held by the Securities Administrator in the Trust Account as part permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Fund Account (A) in respect of deferred underwriting commissions or Taxes, or (B) to the Pre-Closing Priveterra Stockholders who have elected to redeem their Class A Common Stock pursuant to the Governing Documents of Priveterra, each in accordance with the terms of and as herein providedset forth in the Trust Agreement, subject Priveterra shall have no further obligation under either the Trust Agreement or the Governing Documents of Priveterra to withdrawal by liquidate or distribute any assets held in the Securities Administrator for distributions on Trust Account, and the CertificatesTrust Agreement shall terminate in accordance with its terms.

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated Exchangeable REMIC Interests Certificates and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of Holders of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated Exchangeable REMIC Interests Certificates received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificates. The Trust Account shall be an Eligible Account.

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name As of the Trustee on behalf date of the Trust Fund that shall collectively be the “Trust Account,” (ii) this Agreement JWC Acquisition Security Corporation, a wholly-owned subsidiary of Buyer, has at least $124,950,000 of funds held in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator established for the benefit of the Holders public stockholders of Buyer, such monies being invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and held in trust with the Trustee pursuant to the Trust Agreement. Prior to the Closing, none of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times Account may be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause released except (iix) above, all references herein to deposits pay income and withdrawals franchise taxes and expenses from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time any interest income earned in the Trust Account and (y) to purchase up to 15% of the shares of Buyer Common Stock sold in Buyer’s initial public offering at a price no greater than $10 per share. Upon consummation of the Transactions and notice thereof to the Trustee, the Trustee shall thereupon be obligated to release as promptly as practicable all investments made with such moneys, including all income or other gain from such investments, shall be funds held by the Securities Administrator in the Trust Account to the Surviving Corporation, at which point the Trust Account shall terminate; provided, however that the liabilities and obligations of Buyer due and owing or incurred at or prior to the Effective Time shall be paid as part and when due, including all amounts payable (i) to stockholders of Buyer holding shares of Buyer Common Stock sold in Buyer’s initial public offering who shall have exercised their rights to cause the Buyer to redeem their shares of Buyers Common Stock for cash pursuant to Buyer’s certificate of incorporation, (ii) to the underwriters in Buyer’s initial public offering and other designated Persons, in an amount not to exceed Five Million Dollars ($5,000,000) representing deferred underwriting commissions and discounts payable upon consummation of the Trust Fund Transactions and certain advisory fees, (iii) with respect to filings, applications and/or other actions taken pursuant to this Agreement required under the Hxxx Sxxxx Xxxxxx Act, (iv) to J.X. Childs Associates, L.P. as herein it relates to unpaid rent and unreimbursed expenses incurred on behalf of Buyer relating to the Transactions and general administrative expenses, not to exceed $500,000 in the aggregate, (v) third parties (e.g. professionals, printers, etc.) who have rendered services to Buyer, the Sellers, the Company, its Subsidiaries and Holdings in connection with the Transactions (but as to the expenses of the Sellers, the Company, its Subsidiaries and Holdings, only if the Transactions are consummated) and (vi) payment of the Warrant Purchase Amount to sellers of Warrants in accordance with Section 6.15; provided, subject further, that, after payment of all the aforementioned liabilities and obligations from the Trust Account, the remaining monies in the Trust Account shall, as a result of the Transactions, become an asset of the Surviving Corporation (for the benefit of Holdings) at and after the Effective Time. As of the Effective Time, those obligations of Buyer to withdrawal dissolve or liquidate within a specified time period as contained in Buyer’s certificate of incorporation will be terminated and Buyer shall have no obligation whatsoever to dissolve and liquidate the assets of Buyer by reason of the Securities Administrator consummation of the Transactions, and no Buyer stockholder shall be entitled to receive any amount from the Trust Account or the Surviving Company except, with respect to the Trust Account only, to the extent such stockholder has exercised its right to cause the Buyer to redeem such stockholder’s shares of Buyer Common Stock for distributions on the Certificatescash pursuant to Buyer’s certificate of incorporation.

Trust Account. (a) On or before prior to the Issue DateEffective Date of the first Series, the Securities Administrator Issuer shall either establish and maintain the Trust Account into which all Collections (i) open with other than amounts received from manufacturers or sellers of an Eligible Engine for breach of sale warranties or in settlement of any claims, losses, disputes or proceedings related thereto for which a depository institution one corresponding amount has previously been paid by the Issuer, Seller or more trust accounts Servicer to the Trust Account), Prepayments after an Early Amortization Event, Prepayments designated by the Issuer to be deposited in the name Trust Account prior to the occurrence of an Early Amortization Event, Warranty Purchase Amounts and other payments required by this Indenture shall be deposited. Such Trust Account shall be established and maintained with the Corporate Trust Office of the Indenture Trustee in trust for the Indenture Trustee, on behalf of the Trust Fund that shall collectively be Noteholders and any Series Enhancer, until the “Trust Account,” (ii) Aggregate Outstanding Obligations are paid in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) abovefull. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the The Trust Account shall be deemed to refer to credits an Eligible Account and debits shall be pledged to the related books Indenture Trustee pursuant to the terms of this Indenture. Promptly upon receipt thereof (but in no event later than two Business Days after receipt), the Servicer shall deposit into the Trust Account those amounts that have been remitted directly to the Servicer that the Servicer ascertains to be Engine Revenues, Sales Proceeds or Casualty Proceeds in respect of any of the Securities Administrator. The Securities Administrator Eligible Engines; PROVIDED, HOWEVER, that indemnification payments and liability insurance payments received by the Issuer or the Servicer shall deposit not be deposited in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, but shall be held by paid directly to the Securities Administrator in Person entitled to such indemnification or insurance payment. The Issuer shall not establish any additional Trust Accounts without prior written notice to the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the CertificatesIndenture Trustee.

Trust Account. On or before The Purchaser acknowledges that the Issue DateCompany is a blank check company with the powers and privileges to effect a Business Combination. The Purchaser further acknowledges that, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts as described in the name prospectus included in the registration statement of the Trustee on behalf Company (the “Prospectus”) available at xxx.xxx.xxx, substantially all of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect Company’s assets consist of the Uncertificated REMIC Interests cash proceeds of the IPO and private placements of its securities, and substantially all investments of any such amounts as being held by it those proceeds have been deposited in its capacity as Securities Administrator a trust account for the benefit of the Holders Company, certain of its public shareholders and the underwriters of the Certificates or IPO (iii) maintain the “Trust Account in Account”). The Purchaser acknowledges that, except with respect to interest earned on the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund byAccount that may be released to the Company to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if the Company completes one or more transactions that constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if the Company fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to the Company in limited amounts to permit the Company to pay the costs and expenses of its liquidation and dissolution, and then to the Company’s public shareholders; and (iii) if the Company holds a shareholder vote to amend the Company’s Governing Documents to modify the substance or timing of the obligation to redeem 100% of the shares of Acquiror Common Stock if the Company fails to complete a Business Combination within the allotted time period, then for the redemption of any shares of Acquiror Common Stock properly tendered in connection with such vote. For and in consideration of the Company entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Purchaser hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account (including any distributions therefrom) and agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or for the account arising out of, this Agreement and any negotiations, Contracts or agreements with the Securities Administrator Company; provided, however, that nothing herein shall at all times serve to limit or prohibit the Purchaser’s right to pursue a claim against the Company for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate the Acquiror Share Redemptions. The Purchaser agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and the Purchaser further intends and understands such waiver to be identifiedvalid, binding and enforceable under applicable Law. To the extent the Purchaser commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, which proceeding seeks, in whole or in part, monetary relief against the Company, the Purchaser hereby acknowledges and agrees that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account its sole remedy shall be deemed to refer to credits and debits to the related books against funds held outside of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with that such moneys, including all income claim shall not permit the Purchaser (or other gain from such investments, shall be held by any party claiming on the Securities Administrator Purchaser’s behalf or in lieu of the Purchaser) to have any claim against the Trust Account as part (including any distributions therefrom) or any amounts contained therein. In the event that the Purchaser commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, which proceeding seeks, in whole or in part, relief against the Trust Fund as herein providedAccount (including any distributions therefrom) or the holders of Acquiror Common Stock, subject whether in the form of money damages or injunctive relief, the Company shall be entitled to withdrawal by recover from the Securities Administrator for distributions on Purchaser the Certificatesassociated legal fees and costs in connection with any such action, in the event the Company prevails in such action or proceeding.

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name As of the Trustee on behalf date of the Trust Fund that shall collectively be the “Trust Account,” (ii) this Agreement, Longview has an amount in lieu of maintaining any such account or accounts, maintain cash in the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) aboveequal to at least $ 414,317,682.00. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as The funds held in the Trust Fund byAccount are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or for less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the account ofInvestment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of May 20, 2020 (the Securities Administrator shall at all times “Trust Agreement”), between Longview and Continental, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Longview SEC Reports to be identified. To inaccurate in any material respect or, to Longview’s knowledge, that would entitle any Person to any portion of the extent that funds in the Trust Account is maintained by the Securities Administrator (other than (i) in the manner provided for in clause respect of deferred underwriting commissions or Taxes, (ii) abovethe Pre-Closing Longview Holders who shall have elected to redeem their Longview Class A Common Stock pursuant to the Governing Documents of Longview or (iii) if Longview fails to complete a business combination within the allotted time period set forth in the Governing Documents of Longview and liquidates the Trust Account, subject to the terms of the Trust Agreement, Longview (in limited amounts to permit Longview to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Longview) and then the Pre-Closing Longview Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of Longview and the Trust Agreement. Longview has performed all references herein material obligations required to deposits be performed by it to date under, and withdrawals is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of Longview, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since May 20, 2020, Longview has not released any money from the Trust Account shall be deemed to refer to credits and debits to (other than interest income earned on the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be funds held by the Securities Administrator in the Trust Account as part permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Fund Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing Longview Holders who have elected to redeem their Longview Class A Common Stock pursuant to the Governing Documents of Longview, each in accordance with the terms of and as herein providedset forth in the Trust Agreement, subject Longview shall have no further obligation under either the Trust Agreement or the Governing Documents of Longview to withdrawal by liquidate or distribute any assets held in the Securities Administrator for distributions on Trust Account, and the CertificatesTrust Agreement shall terminate in accordance with its terms.

Trust Account. On or before As of the Issue DateEffective Time, the Securities Administrator shall either (i) open with obligations of Parent to dissolve or liquidate within a depository institution one or more trust accounts specified time period as contained in the name Parent Certificate of Incorporation will be terminated and Parent shall have no obligation whatsoever to dissolve and liquidate the assets of Parent by reason of the Trustee on behalf consummation of the Trust Fund that Merger or otherwise, and, except to the extent they elect to redeem their shares of Parent Common Stock in connection with the Merger pursuant to the Parent Organizational Documents, no stockholder of Parent shall collectively be entitled to receive any amount from the “Trust Account,” ; provided that the foregoing shall not modify or restrict the obligations of Parent to consummate the redemption of any shares of Parent Common Stock pursuant to a valid exercise of Redemption Rights prior to the Effective Time in accordance with the Parent Organizational Documents. At least forty-eight (ii48) hours prior to the Effective Time, Parent shall provide notice to the Trustee in lieu of maintaining any such account or accounts, maintain accordance with the Trust Account by means of appropriate entries on its books Agreement and records designating all amounts credited thereto in respect of shall deliver any other documents, opinions or notices required to be delivered to the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain Trustee pursuant to the Trust Account in Agreement and cause the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which Trustee prior to the Trust Account is maintained may at any time be changed without notice Effective Time to, or and the approval ofTrustee shall thereupon be obligated to, Holders of the Certificates so long as transfer all funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times Account to Parent (other than funds required to be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals paid from the Trust Account shall be deemed to refer stockholders of the Parent that elected to credits and debits redeem their shares of Parent Common Stock in connection with the Merger pursuant to the related books Parent Organizational Documents pursuant to the Trust Agreement) (to be held as available cash on the balance sheet of Parent, and to be used to pay (a) as and when due all amounts payable to the stockholders of Parent holding shares of Parent Common Stock in the event they elect to redeem their Parent Common Stock pursuant to the Parent Organizational Documents, (b) any Outstanding Transaction Expenses payable by Parent on the Closing Date pursuant to Section 3.04 or (c) for working capital and other general corporate purposes of the Securities Administrator. The Securities Administrator business following the Closing) and thereafter shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in cause the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject Agreement to withdrawal by the Securities Administrator for distributions on the Certificatesterminate.

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name As of the Trustee on behalf date of the Trust Fund that shall collectively be the “Trust Account,” (ii) this Agreement, Tailwind has an amount in lieu of maintaining any such account or accounts, maintain cash in the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) aboveequal to at least $334,000,000. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as The funds held in the Trust Fund byAccount are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or for less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the account ofInvestment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated September 9, 2020 (the Securities Administrator shall at all times “Trust Agreement”), between Tailwind and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Tailwind SEC Reports to be identified. To inaccurate in any material respect or, to Tailwind’s knowledge, that would entitle any Person to any portion of the extent that funds in the Trust Account is maintained by the Securities Administrator (other than (i) in the manner provided for in clause respect of deferred underwriting commissions or Taxes, (ii) abovethe Pre-Closing Tailwind Stockholders who shall have elected to redeem their Tailwind Class A Shares pursuant to the Governing Documents of Tailwind or (iii) if Tailwind fails to complete a business combination within the allotted time period set forth in the Governing Documents of Tailwind and liquidates the Trust Account, subject to the terms of the Trust Agreement, Tailwind (in limited amounts to permit Tailwind to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Tailwind) and then the Pre-Closing Tailwind Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of Tailwind and the Trust Agreement. As of the date of this Agreement, Tailwind has performed all references herein material obligations required to deposits be performed by it, and withdrawals is not in material default, under the Trust Agreement, and, to Tailwind’s knowledge, no event has occurred which (with due notice or lapse of time or both) would constitute a material default under the Trust Agreement. As of the date of this Agreement, there are no Proceedings pending with respect to the Trust Account. Since September 9, 2020, Tailwind has not released any money from the Trust Account shall be deemed to refer to credits and debits to (other than interest income earned on the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be funds held by the Securities Administrator in the Trust Account as part permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby (including the distribution of assets from the Trust Fund Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing Tailwind Stockholders who have elected to redeem their Tailwind Class A Shares pursuant to the Governing Documents of Tailwind, each in accordance with the terms of and as herein providedset forth in the Trust Agreement), subject Tailwind shall have no further obligation under either the Trust Agreement or the Governing Documents of Tailwind to withdrawal by liquidate or distribute any assets held in the Securities Administrator for distributions on Trust Account, and the CertificatesTrust Agreement shall terminate in accordance with its terms.

Trust Account. On or before The Contractor shall administer a sales and use tax trust bank account to process all Seller Taxes due and owing to the Issue Date, Member States and Associate Member States (“Taxes Collected”). The trust account may also contain taxes due and owing to non-member states and governmental entities. The trust account shall be a separate bank account established at a banking institution approved by the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in Governing Board no later than the name first day of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners month in which the Trust Account is contractor begins remitting taxes due for its first seller. The trust account shall be established as an account that requires the deposit of all Taxes Collected and the segregation of all Taxes Collected from the Contractor’s own funds. The corresponding general ledger account on the Contractor’s accounting system shall provide a clear audit trail of all deposits and remittances of Taxes Collected, all deposits and remittances of taxes to for non-member states and other governmental entities, all transfers of Contractor compensation from the trust account to the Contractor’s general business accounts, and all other account transactions. The trust account shall be secured through FDIC and/or other appropriate bank collateral agreements that provide comparable coverage to that of FDIC. In the event the Contractor proposes an alternative method for securing the trust account, it shall request an exception from the Executive Director in writing and shall not use the alternative method until the Executive Director has approved the method in writing. The account shall also be administered with generally accepted practices for the segregation of duties among account administrators, and shall have in place adequate electronic and other controls, including any controls deemed necessary or appropriate by the Governing Board, to prevent unauthorized access to and transfers from the account. The trust account shall be maintained may at any time be changed without notice to, or as a fiduciary account for the approval of, Holders states and other taxing jurisdiction as beneficiaries of the Certificates so long as funds held trust account, with detail of each state and taxing jurisdiction interest maintained in the Trust Fund byContractor’s records. The Contractor shall ensure that the fiduciary nature of the account is disclosed in the bank’s deposit account records (e.g., or “XYZ CSP, Inc., tax account in trust for the account ofStreamlined Sales Tax Governing Board member states, the Securities Administrator shall at their local taxing jurisdictions and all times be identified. To the extent that the Trust Account is maintained state and local taxing jurisdictions processed by the Securities Administrator Contractor”). The Contractor shall make arrangements with its bank to establish the proper account name and ensure adequate recordkeeping to establish the ownership interest of each state and other taxing jurisdiction. All costs incurred in the manner provided for in clause (ii) above, all references herein to deposits creation and withdrawals from maintenance of the Trust Account bank trust account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held borne by the Securities Administrator in the Trust Account as part of the Trust Fund as herein providedContractor, subject to withdrawal and any interest earned on deposited funds may be retained by the Securities Administrator for distributions on the CertificatesContractor.

Trust Account. On There are no separate Contracts, side letters or before other arrangements or understandings (whether written or unwritten, express or implied) that would cause the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name of the Trustee on behalf description of the Trust Fund Agreement in SPAC’s SEC Reports to be inaccurate or that would entitle any Person (other than holders of SPAC Ordinary Shares who shall collectively be have elected to redeem such shares pursuant to SPAC’s Organizational Documents and the “underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account,” (ii) in lieu of maintaining any such account or accounts. Prior to the Closing, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect none of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund byAccount may be released other than to pay Taxes and payments with respect to exercise of SPAC Shareholder Redemption Right by any SPAC Shareholder. There are no claims or proceedings pending or, to the Knowledge of SPAC, threatened with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or for the account ofdelinquent in performance or any other respect (claimed or actual) in connection with, the Securities Administrator Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the First Effective Time, the obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Organizational Documents shall at all times be identifiedterminate, and as of the First Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Organizational Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the transactions contemplated hereby. To SPAC’s Knowledge, as of the extent that date hereof, following the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) aboveFirst Effective Time, all references herein no SPAC Shareholder shall be entitled to deposits and withdrawals receive any amount from the Trust Account shall be deemed to refer to credits and debits except to the related books extent such SPAC Shareholder is exercising a SPAC Shareholder Redemption Right. As of the Securities Administrator. The Securities Administrator shall deposit date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its obligations hereunder, SPAC does not have any reason to believe that any of the conditions to the use of funds in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time will not be satisfied or funds available in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall will not be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject available to withdrawal by the Securities Administrator for distributions SPAC on the CertificatesClosing Date.

Trust Account. On or before the Issue Date, the Securities Administrator The Company shall either (i) open with establish a depository institution one or more trust accounts in the name of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the segregated Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders Reinsurer to secure 100% (one hundred percent) of its obligations and liabilities to the Reinsurer for the Funds Withheld Account/Profit Sharing Account. The Company agrees to establish such Trust Account by executing the Trust Agreement attached hereto as Exhibit A and incorporated herein by reference. The Company shall be liable for all of the Certificates or (iii) maintain expenses arising out of the Trust Account, including but not limited to, all expenses incurred by the Trustee in administering the Trust Account in and all compensation payable to the form of any combination of accounts or book entries described in clauses Trustee (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account ofcollectively, the Securities Administrator "Trust Expenses"). The Trust Agreement shall be compliant at all times be identified. To with the provisions of New York Insurance Regulation 114 (11 NYCRR Part 126) except to the extent that necessary to comply with the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) aboverequirements of this Quota Share Reinsurance Agreement. However, all references herein assets to deposits be deposited and withdrawals from maintained in the Trust Account shall be deemed Eligible Securities, as detailed in Article 18, section D.3. The Company shall deposit Reinsurance Premium less provisional Ceding Commission, plus downward adjustments of the provisional ceding commission, less Reinsurer's Margin, all as contractually due hereunder. The Reinsurer shall direct the Trustee to refer to credits withdraw additional Ceding Commission adjustments and debits the ceded paid portion of Ultimate Net Loss and Loss Adjustment Expense amounts from the Trust Account and remit such sums to the related books Company when such are contractually due. The Company shall invest such amounts to both (i) achieve a minimum effective annual yield of 2.5% (two point five percent) per annum and (ii) enable investments to be admitted assets for statutory reporting on the Company's financial statements. The Company shall appoint Hyperion Capital Management Inc. ("Hyperion") as its investment manager and shall direct Hyperion on the investment of such amounts. If the market value of the Securities Administrator. The Securities Administrator shall deposit assets in the Trust Account all distributions in respect of (excluding the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All Income Account) at any calendar quarter end is less than the Funds Withheld Account/Profit Sharing Account balance at such distributions deposited from time to time calendar quarter end, the Company shall deposit assets in the Trust Account and all investments made that are compliant with New York Insurance Regulation 114 (11NYCRR Part 126) to achieve the required Funds Withheld Account/Profit Sharing Account balance at such moneys, including all income quarter end. The Company shall retain assets in the Income Account until such time as the Company can transfer or other gain from invest such investments, shall be held by assets into the Securities Administrator Trust Account. If the market value of assets in the Trust Account as part (excluding the Income Account) at any calendar quarter end exceeds the balance of the Funds Withheld Account/Profit Sharing Account at such calendar quarter end, such excess assets shall remain in the Trust Fund as herein provided, subject Account to withdrawal by the Securities Administrator for distributions on the Certificatespay Ultimate Net Loss and Loss Adjustment Expenses or Profit Sharing under this Agreement.

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name As of the Trustee on behalf date of the Trust Fund that shall collectively be the “Trust Account,” (ii) this Agreement, Prospector has an amount in lieu of maintaining any such account or accounts, maintain cash in the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) aboveequal to at least $22,000,000. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as The funds held in the Trust Fund byAccount are held pursuant to, and in accordance with, that certain Investment Management Trust Agreement, dated as of January 7, 2021 (the “Trust Agreement”), between Prospector and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”). The Trust Agreement has not been amended or for modified and is valid and in full force and effect and is enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, by general equitable principles. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the account ofdescription of the Trust Agreement in the Prospector SEC Reports or the Additional Prospector SEC Reports to be inaccurate in any material respect or, to Prospector’s knowledge, that would entitle any Person to any portion of the Securities Administrator shall at all times be identified. To the extent that funds in the Trust Account is maintained by the Securities Administrator (other than (i) in the manner provided for in clause respect of Taxes, (ii) abovethe Pre-Closing Prospector Holders who shall have elected to redeem their Prospector Class A Shares pursuant to the Governing Documents of Prospector or (iii) if Prospector fails to complete a business combination within the allotted time period set forth in the Governing Documents of Prospector and liquidates the Trust Account, subject to the terms of the Trust Agreement, Prospector (in limited amounts to permit Prospector to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Prospector) and then the Pre-Closing Prospector Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of Prospector and the Trust Agreement. As of the date of this Agreement, Prospector has performed all references herein material obligations required to deposits be performed by it to date under, and withdrawals is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of Prospector, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or Proceedings pending with respect to the Trust Account. Since January 12, 2021, other than the Prospector Shareholder Redemptions in connection with the extension of Prospector’s window to complete a business combination, Prospector has not released any money from the Trust Account shall be deemed to refer to credits and debits to (other than interest income earned on the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be funds held by the Securities Administrator in the Trust Account as part permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Fund Account (A) in respect of Taxes or (B) to the Pre-Closing Prospector Holders who have elected to redeem their Prospector Class A Shares pursuant to the Governing Documents of Prospector, each in accordance with the terms of and as set forth in the Trust Agreement, Prospector shall have no further obligation under either the Trust Agreement or the Governing Documents of Prospector to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms. As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein provided, subject to withdrawal or in any Ancillary Document and the compliance by the Securities Administrator for distributions Company with its obligations hereunder, Prospector has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Prospector on the CertificatesClosing Date.

Trust Account. On Upon satisfaction or before waiver of the Issue Dateconditions set forth in ARTICLE IX and provision of notice thereof to the Trustee (which notice Parent shall provide to the Trustee in accordance with the terms of the Trust Agreement), the Securities Administrator shall either (i) open in accordance with a depository institution one or more trust accounts in and pursuant to the name Trust Agreement, Parent (a) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (b) shall use its commercially reasonable efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) immediately prior to the Domestication, pay as and when due all amounts payable to Parent Class A Ordinary Shares held by the public shareholders (the “Parent Redemption Amount”), (2) at the Closing, pay any unpaid Company Transaction Expenses and Parent Transaction Expenses to the applicable Persons entitled thereto and the applicable portion of the Trustee on behalf Series X Gross Up Amount to each applicable holder of Series X Preferred Stock, (3) at the Trust Fund that shall collectively be Closing, following the “Trust Account,” payment of unpaid Company Transaction Expenses, Parent Transaction Expenses and the Series X Gross Up Amount in subparagraph (ii) 2), pay the applicable Series X Option Amount to each applicable holder of Series X Preferred Stock electing to receive cash in lieu of maintaining any such account or accountsportion of the Aggregate Merger Consideration as set forth in the Closing Consideration Spreadsheet, maintain and (4) at the Closing, following the payment of the aggregate Series X Option Amount in subparagraph (3), pay all remaining amounts then available in the Trust Account by means of appropriate entries on its books to Parent or the Surviving Corporation for immediate use, subject to this Agreement and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) Agreement, and (ii) above. Any manner or manners in which thereafter, the Trust Account is maintained may at any time be changed without notice toshall terminate, or the approval of, Holders of the Certificates so long except as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times be identifiedotherwise provided therein. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit amounts available in the Trust Account all distributions in respect are not sufficient to pay any of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All amounts described in subparagraphs (1) through (3) of this Section 6.6, Parent will pay such distributions deposited from time to time in the Trust Account and all investments made amounts with such moneys, including all income or other gain from such investments, funds as it shall be held by the Securities Administrator have obtained through financing arrangements obtained in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificatesaccordance with Section 6.9.

Trust Account. On or before As of the Issue DateEffective Time, the Securities Administrator shall either (i) open with obligations of Parent to dissolve or liquidate within a depository institution one or more trust accounts specified time period as contained in the name Parent Certificate of Incorporation will be terminated and Parent shall have no obligation whatsoever to dissolve and liquidate the assets of Parent by reason of the Trustee on behalf consummation of the Trust Fund that Merger or otherwise, and, except to the extent they elect to redeem their shares of Parent Common Stock in connection with the Merger pursuant to the Parent Organizational Documents, no stockholder of Parent shall collectively be entitled to receive any amount from the “Trust Account,” ; provided that the foregoing shall not modify or restrict the obligations of Parent to consummate the redemption of any shares of Parent Common Stock pursuant to a valid exercise of Redemption Rights prior to the Effective Time in accordance with the Parent Organizational Documents. At least forty-eight (ii48) hours prior to the Effective Time, Parent shall provide notice to the Trustee in lieu of maintaining any such account or accounts, maintain accordance with the Trust Account by means of appropriate entries on its books Agreement and records designating all amounts credited thereto in respect of shall deliver any other documents, opinions or notices required to be delivered to the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain Trustee pursuant to the Trust Account in Agreement and cause the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which Trustee prior to the Trust Account is maintained may at any time be changed without notice Effective Time to, or and the approval ofTrustee shall thereupon be obligated to, Holders of the Certificates so long as transfer all funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times Account to Parent (other than funds required to be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals paid from the Trust Account shall be deemed to refer stockholders of the Parent that elected to credits and debits redeem their shares of Parent Common Stock in connection with the Merger pursuant to the related books Parent Organizational Documents pursuant to the Trust Agreement) (to be held as available cash on the balance sheet of Parent, and to be used to pay (a) as and when due all amounts payable to the stockholders of Parent holding shares of Parent Common Stock in the event they elect to redeem their Parent Common Stock pursuant to the Parent Organizational Documents, (b) any Outstanding Transaction Expenses payable by Parent on the Closing Date pursuant to Section 3.05 or (c) for working capital and other general corporate purposes of the Securities Administrator. The Securities Administrator business following the Closing) and thereafter shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in cause the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject Agreement to withdrawal by the Securities Administrator for distributions on the Certificatesterminate.

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name As of the Trustee on behalf date of the Trust Fund that shall collectively be the “Trust Account,” (ii) this Agreement, SOAC has an amount in lieu of maintaining any such account or accounts, maintain cash in the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) aboveequal to at least $300,000,000. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as The funds held in the Trust Fund byAccount are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or for less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the account ofInvestment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated May 8, 2020 (the Securities Administrator shall at all times “Trust Agreement”), between SOAC and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SOAC SEC Reports to be identified. To inaccurate in any material respect or, to SOAC’s knowledge, that would entitle any Person to any portion of the extent that funds in the Trust Account is maintained by the Securities Administrator (other than (i) in the manner provided for in clause respect of deferred underwriting commissions or Taxes, (ii) abovethe Pre-Closing SOAC Shareholders who shall have elected to redeem their SOAC Class A Shares pursuant to the Governing Documents of SOAC or (iii) if SOAC fails to complete a business combination within the allotted time period set forth in the Governing Documents of SOAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, SOAC (in limited amounts to permit SOAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SOAC) and then the Pre-Closing SOAC Shareholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of SOAC and the Trust Agreement. As of the date of this Agreement, SOAC has performed all references herein material obligations required to deposits be performed by it, and withdrawals is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to SOAC’s knowledge, no event has occurred which (with due notice or lapse of time or both) would constitute such a material default under the Trust Agreement. As of the date of this Agreement, there are no Proceedings pending with respect to the Trust Account. Since May 8, 2020, SOAC has not released any money from the Trust Account shall be deemed to refer to credits and debits to (other than interest income earned on the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be funds held by the Securities Administrator in the Trust Account as part permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby (including the distribution of assets from the Trust Fund Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing SOAC Shareholders who have elected to redeem their SOAC Class A Shares pursuant to the Governing Documents of SOAC, each in accordance with the terms of and as herein providedset forth in the Trust Agreement), subject SOAC shall have no further obligation under either the Trust Agreement or the Governing Documents of SOAC to withdrawal by liquidate or distribute any assets held in the Securities Administrator for distributions on Trust Account, and the CertificatesTrust Agreement shall terminate in accordance with its terms.

Trust Account. On or before Notwithstanding anything provided elsewhere in this Agreement, at any time after the Issue Dateoccurrence and during the continuance of an Event of Default the Agent may require the Borrowers to establish with the Agent an account (the "Trust Account") and to deal with all of the Receivables of the Borrowers subject to the provisions of this Section. Following such election, the Securities Administrator shall either (i) open Borrowers will collect the Receivables of each Borrower as the Agent's collection agent, hold such collections in trust for the Agent without commingling the same with a depository institution one or more trust accounts other funds of any Borrower and will promptly, on the day of receipt thereof, transmit such collections to the Agent in the name identical form in which they were received by any Borrower, with such endorsements as may be appropriate, accompanied by a report, on a form approved by the Agent, showing the amount of such collections and the Trustee cash discounts applicable thereto. At such intervals as the Agent may request, such reports shall also set forth the amount of all merchandise returns, allowances, adjustments, discounts (other than cash discounts) and other credits not previously reported to the Agent and the amount owing on behalf Receivables which the Borrowers deem should be charged off. With each such report of credits and charge-offs, the Trust Fund that Borrowers shall collectively be deliver to the “Trust Account,” (ii) in lieu Agent the Borrowers' check for the aggregate amount of maintaining any all such account or accountscredits and charge-offs. The Agent may, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for discretion, at any time after the benefit occurrence and during the continuance of an Event of Default require the Holders of Borrowers to establish a lock box with the Certificates or (iii) maintain Agent. If such a lock box is established, the Trust Account Borrowers will thereafter require their account debtors to make payment directly to such lock box. All collections in the form of cash, checks or other demand remittances so transmitted to the Agent and any combination such required check of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Borrowers shall upon receipt by the Agent be credited to the Trust Account Account. Each such credit shall be conditional upon final payment to the Agent of all items giving rise to such credit, and, if any item is maintained may at any time not so paid, the credit for such item shall be changed without notice toreversed whether or not the item has been returned. All collections in the form of notes, drafts, acceptances or other instruments not payable on demand shall be delivered by the approval of, Holders Borrowers to the collection department of the Certificates so long as funds held in Agent. When such items are collected, the amount thereof shall be credited by the Agent to the Trust Fund byAccount, or for with appropriate advice to the account ofBorrowers. At such intervals as it may deem appropriate, but no less frequently than monthly, the Securities Administrator shall at all times be identified. To the extent that Agent, by charging the Trust Account is maintained by Account, shall apply the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall full amount then on deposit in the Trust Account in reduction or payment of Loans then outstanding hereunder, such application to be subject to the final payment in cash of all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time items theretofore credited to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the CertificatesAccount.

Trust Account. On To establish and maintain in a bank, deposits which are insured by the Federal Deposit Insurance Corporation and in a manner to indicate the custodial nature thereof, a separate account for the deposit of all moneys collected for Owner, with authority to draw thereon for any payments to be made by Agent discharging its duties/liabilities for obligations arising under the provisions of this Agreement, and for the payment of Agent’s fee, all of which shall be subject to the limitations of this Agreement. Said account may be an interest bearing account, and Owner agrees that Agent may retain any interest earned as additional compensation for duties performed and expenses incurred in the establishing and operation of said account. Agent to hold all deposits. Agent will hold an amount in Owner’s account equal to Tenant’s deposit for refund to Tenant upon notice from Tenant to vacate property. Agent will advertise, at Agent’s expense, availability for rental of the herein described premises or before any part thereof. Agent may place (at his expense) “For Rent” signs on the Issue Dateproperty if necessary, and allowed, to secure a desirable Tenant. Owner realizes situations may arise in which Agent must utilize his discretion in determining to what extent, if at all, to enforce the Securities Administrator various provisions of the lease made with Tenant. Owner agrees to allow the Agent to use his discretion and judgment in securing a lease and enforcing the terms and conditions of the lease and does not hold Agent responsible to enforce or mandate compliance by Tenant of any or all items/terms of the Lease. PROPERTY MANAGEMENT AGREEMENT PAGE 2 3. Owner grants Agent following authority and powers, and Owner shall either (i) open with a depository institution one or more trust accounts pay the expenses in connection herewith: Agent to terminate tenancies and to sign and serve in the name of Owner such notices as are appropriate, to institute and execute actions to evict Tenants and to recover possession of said premises in the Trustee name of Owner and recover rents and release such actions or suits or reinstate such tenancies. Agent to make contracts for utilities and other services as Agent shall deem advisable: Owner to assume the obligation of any contract so entered into at the termination of this Agreement. Agent will not enter into any long-term agreements without Owner’s permission. Agent to make or cause to be made and supervise repairs and alterations and to do decoration on behalf said premises, to purchase supplies and pay all bills thereof. Agent agrees to secure the prior approval of Owner on all expenditures in excess of $250.00 for any one item, except monthly or recurring operation charges and emergency repairs of the Trust Fund that shall collectively be maximum, if in the “Trust Account,” (ii) opinion of Agent such repairs are necessary to protect the property from damage to life or to the property of others or to avoid suspension of necessary services or to avoid penalties or fines or to maintain services to the Tenants as called for in lieu of maintaining any such account or accountstheir Lease. Agent to hire, maintain discharge and supervise all labor and independent Contractors required for the Trust Account by means of appropriate entries on its books operation and records designating all amounts credited thereto in respect maintenance of the Uncertificated REMIC Interests and all investments premises: Agent may perform any of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice toduties through attorneys, agents, or independent contractors and shall not be responsible for their acts, defaults or negligence if reasonable care has been exercised in their appointment and retention. In the approval ofevent Owner shall request Agent to undertake work exceeding the usual to normal management, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account then a fee shall be deemed agreed upon in writing for such services before the work begins. Normal management does not include modernization, refinancing, fire restoration, storm/water damage restoration, major rehabilitation, obtaining income tax advice, presenting petitions to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneysplanning or zoning committees, including all income advising on proposed new construction or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificatescounseling.

Trust Account. On or before As of the Issue Datedate of this Agreement, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts Acquiror has at least $45,000,000 in the name of Trust Account. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the Trustee on behalf description of the Trust Fund Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than the Acquiror Stockholders holding shares of Acquiror Common Stock sold in Acquiror’s initial public offering who shall collectively be have elected to redeem their shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the “underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account,” (ii) in lieu of maintaining any such account or accounts. Prior to the Closing, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect none of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times Account may be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause released other than (i) to pay Taxes and (ii) aboveto redeem shares of Acquiror Class A Common Stock in accordance with the provisions of the SPAC’s Governing Documents and the Trust Agreement. The Trust Agreement is a valid and binding obligation of Acquiror and is in full force and effect and is enforceable in accordance with its terms. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Account. Acquiror has performed all references herein material obligations required to deposits be performed by it to date under, and withdrawals is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Stockholder shall be entitled to receive any amount from the Trust Account shall be deemed to refer to credits and debits except to the related books extent such Acquiror Stockholder is exercising an Acquiror Share Redemption. As of the Securities Administrator. The Securities Administrator shall deposit date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its obligations hereunder, neither Acquiror or Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time will not be satisfied or funds available in the Trust Account will not be available to Acquiror and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions Merger Sub on the CertificatesClosing Date.

Trust Account. On or before The Contractor shall administer a sales and use tax trust bank account to process all Seller Taxes due and owing to the Issue DateMember States, Contingent Member States and Associate Member States (“Taxes Collected”). The trust account may also contain taxes due and owing to non-member states and governmental entities. The trust account shall be a separate bank account established at a banking institution approved by the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in Governing Board no later than the name first day of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners month in which the Trust Account is contractor begins remitting taxes due for its first seller. The trust account shall be established as an account that requires the deposit of all Taxes Collected and the segregation of all Taxes Collected from the Contractor’s own funds. The corresponding general ledger account on the Contractor’s accounting system shall provide a clear audit trail of all deposits and remittances of Taxes Collected, all deposits and remittances of taxes to for non-member states and other governmental entities, all transfers of Contractor compensation from the trust account to the Contractor’s general business accounts, and all other account transactions. The trust account shall be secured through FDIC and/or other appropriate bank collateral agreements that provide comparable coverage to that of FDIC. In the event the Contractor proposes an alternative method for securing the trust account, it shall request an exception from the Executive Director in writing and shall not use the alternative method until the Executive Director has approved the method in writing. The account shall also be administered with generally accepted practices for the segregation of duties among account administrators, and shall have in place adequate electronic and other controls, including any controls deemed necessary or appropriate by the Governing Board, to prevent unauthorized access to and transfers from the account. The trust account shall be maintained may at any time be changed without notice to, or as a fiduciary account for the approval of, Holders states and other taxing jurisdiction as beneficiaries of the Certificates so long as funds held trust account, with detail of each state and taxing jurisdiction interest maintained in the Trust Fund byContractor’s records. The Contractor shall ensure that the fiduciary nature of the account is disclosed in the bank’s deposit account records (e.g., or “XYZ CSP, Inc., tax account in trust for the account ofStreamlined Sales Tax Governing Board member states, the Securities Administrator shall at their local taxing jurisdictions and all times be identified. To the extent that the Trust Account is maintained state and local taxing jurisdictions processed by the Securities Administrator Contractor”). The Contractor shall make arrangements with its bank to establish the proper account name and ensure adequate recordkeeping to establish the ownership interest of each state and other taxing jurisdiction. All costs incurred in the manner provided for in clause (ii) above, all references herein to deposits creation and withdrawals from maintenance of the Trust Account bank trust account shall be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held borne by the Securities Administrator in the Trust Account as part of the Trust Fund as herein providedContractor, subject to withdrawal and any interest earned on deposited funds may be retained by the Securities Administrator for distributions on the CertificatesContractor.

Trust Account. v) On or before prior to the Issue Closing Date, the Securities Administrator Indenture Trustee shall either (i) open establish and maintain with a depository institution one or more trust accounts the Corporate Trust Office the Trust Account, in the name of the Indenture Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the holders of all Series of Notes then Outstanding and any Interest Rate Hedge Provider, into which the following amounts shall be deposited: an amount equal to the sum (without duplication) of (i) all of the Collections, less an amount up to the Management Fee and Management Fee Arrearage withheld in accordance with the Indenture and the other Related Documents, received during the related Collection Period, (ii) all amounts received by the Issuer during the related Collection Period pursuant to any Interest Rate Hedge Agreement, (iii) any Warranty Purchase Amounts received by the Issuer during the related Collection Period, (iv) all amounts transferred from the Restricted Cash Account, the Pre-Funding Account or the Manager Transition Account to the Trust Account for use on such Payment Date, (v) the amount of all Manager Advances for use on such Payment Date, (vi) any earnings on Eligible Investments in the Trust Account, the Manager Transition Account, the Pre-Funding Account, each Series Account (for the benefit of Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (irelated Series only) and (ii) above. Any manner or manners in which the Trust Restricted Cash Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times be identified. To to the extent that such earnings were credited to such account during the related Collection Period and (vii) all other payments required by this Indenture and the other Related Documents to be deposited therein (all of the foregoing with respect to any Payment Date, the “Available Distribution Amount”). Neither the Issuer nor the Indenture Trustee shall establish any additional Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits Accounts without prior written notice to the related books Indenture Trustee and the Issuer and the prior written consent of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the CertificatesRequisite Global Majority.

Trust Account. On To establish and maintain in a bank, deposits which are insured by the Federal Deposit Insurance Corporation and in a manner to indicate the custodial nature thereof, a separate account for the deposit of all moneys collected for Owner, with authority to draw thereon for any payments to be made by Agent discharging its duties/liabilities for obligations arising under the provisions of this Agreement, and for the payment of Agent’s fee, all of which shall be subject to the limitations of this Agreement. Said account may be an interest bearing account, and Owner agrees that Agent may retain any interest earned as additional compensation for duties performed and expenses incurred in the establishing and operation of said account. Agent to hold all deposits. Agent will hold an amount in Owner’s account equal to Xxxxxx’s deposit for refund to Tenant upon notice from Tenant to vacate property. Agent will advertise, at Agent’s expense, availability for rental of the herein described premises or before any part thereof. Agent may place (at his expense) “For Rent” signs on the Issue Dateproperty if necessary, and allowed, to secure a desirable Tenant. Owner realizes situations may arise in which Agent must utilize his discretion in determining to what extent, if at all, to enforce the Securities Administrator various provisions of the lease made with Xxxxxx. Owner agrees to allow the Agent to use his discretion and judgment in securing a lease and enforcing the terms and conditions of the lease and does not hold Agent responsible to enforce or mandate compliance by Tenant of any or all items/terms of the Lease. PROPERTY MANAGEMENT AGREEMENT PAGE 2 3. Owner grants Agent following authority and powers, and Owner shall either (i) open with a depository institution one or more trust accounts pay the expenses in connection herewith: Agent to terminate tenancies and to sign and serve in the name of Owner such notices as are appropriate, to institute and execute actions to evict Tenants and to recover possession of said premises in the Trustee name of Owner and recover rents and release such actions or suits or reinstate such tenancies. Agent to make contracts for utilities and other services as Agent shall deem advisable: Owner to assume the obligation of any contract so entered into at the termination of this Agreement. Agent will not enter into any long-term agreements without Owner’s permission. Agent to make or cause to be made and supervise repairs and alterations and to do decoration on behalf said premises, to purchase supplies and pay all bills thereof. Agent agrees to secure the prior approval of Owner on all expenditures in excess of $250.00 for any one item, except monthly or recurring operation charges and emergency repairs of the Trust Fund that shall collectively be maximum, if in the “Trust Account,” (ii) opinion of Agent such repairs are necessary to protect the property from damage to life or to the property of others or to avoid suspension of necessary services or to avoid penalties or fines or to maintain services to the Tenants as called for in lieu of maintaining any such account or accountstheir Lease. Agent to hire, maintain discharge and supervise all labor and independent Contractors required for the Trust Account by means of appropriate entries on its books operation and records designating all amounts credited thereto in respect maintenance of the Uncertificated REMIC Interests and all investments premises: Agent may perform any of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice toduties through attorneys, agents, or independent contractors and shall not be responsible for their acts, defaults or negligence if reasonable care has been exercised in their appointment and retention. In the approval ofevent Owner shall request Agent to undertake work exceeding the usual to normal management, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account then a fee shall be deemed agreed upon in writing for such services before the work begins. Normal management does not include modernization, refinancing, fire restoration, storm/water damage restoration, major rehabilitation, obtaining income tax advice, presenting petitions to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneysplanning or zoning committees, including all income advising on proposed new construction or other gain from such investments, shall be held by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificatescounseling.

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name As of the Trustee on behalf date of the Trust Fund that shall collectively be the “Trust Account,” (ii) this Agreement, Parent has an amount in lieu of maintaining any such account or accounts, maintain cash in the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) aboveequal to at least $1 million. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as The funds held in the Trust Fund byAccount are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or for less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the account ofInvestment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of November 3, 2021 (as amended, the Securities Administrator shall at all times “Trust Agreement”), between Parent and Continental, as trustee (the “Trustee”). Except as disclosed in the Parent SEC Reports, the Trust Agreement has not been amended or modified, is valid and in full force and effect and is enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Reports to be identified. To inaccurate in any material respect or, to Parent’s knowledge, that would entitle any Person to any portion of the extent that funds in the Trust Account is maintained by the Securities Administrator (other than (i) in the manner provided for in clause respect of deferred underwriting commissions or Taxes, (ii) abovethe Parent Stockholders who shall have elected to redeem their Parent Common Stock pursuant to the Governing Documents of Parent or (iii) if Parent fails to complete a business combination within the allotted time period set forth in the Governing Documents of Parent and liquidates the Trust Account, subject to the terms of the Trust Agreement, Parent (in limited amounts to permit Parent to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Parent) and then the Parent Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of Parent and the Trust Agreement. Parent has performed all references herein material obligations required to deposits be performed by it to date under, and withdrawals is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or Proceedings pending with respect to the Trust Account. Except as disclosed in the Parent SEC Reports, since March 31, 2022, Parent has not released any money from the Trust Account shall be deemed to refer to credits and debits to (other than interest income earned on the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be funds held by the Securities Administrator in the Trust Account as part permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Fund Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Parent Stockholders who have elected to redeem their Parent Common Stock pursuant to the Governing Documents of Parent, each in accordance with the terms of and as herein providedset forth in the Trust Agreement, subject Parent shall have no further obligation under either the Trust Agreement or the Governing Documents of Parent to withdrawal by liquidate or distribute any assets held in the Securities Administrator for distributions on Trust Account, and the CertificatesTrust Agreement shall terminate in accordance with its terms.

Trust Account. On or before the Issue Dateissuance of the Certificates, the Securities Administrator Xxxxxx Mae shall either (i) open with a depository institution an Eligible Depository one or more trust accounts in the name of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” ”, (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests GNMA Certificates and all investments of any such amounts as being held by it in its capacity as Securities Administrator Trustee for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator Trustee shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator Trustee in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits and debits to the related books of the Securities AdministratorTrustee. The Securities Administrator Xxxxxx Xxx shall deposit in the Trust Account all distributions in respect of payments on the Uncertificated REMIC Interests GNMA Certificates received by it as Securities Administrator Trustee of the Trust Fund hereunder. All such distributions payments on the GNMA Certificates deposited from time to time in the Trust Account and Account, all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator Trustee in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by Xxxxxx Mae for the Securities Administrator for distributions on the Certificatespurposes set forth in Section 5.03.

Trust Account. On or before the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name As of the Trustee on behalf date of the Trust Fund that shall collectively be the “Trust Account,” (ii) this Agreement, Longview has an amount in lieu of maintaining any such account or accounts, maintain cash in the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) aboveequal to at least $690,000,000. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as The funds held in the Trust Fund byAccount are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or for less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the account ofInvestment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of March 18, 2021 (the Securities Administrator shall at all times “Trust Agreement”), between Longview and Continental, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Longview SEC Reports to be identified. To inaccurate in any material respect or that would entitle any Person to any portion of the extent that funds in the Trust Account is maintained by the Securities Administrator (other than (i) in the manner provided for in clause respect of deferred underwriting commissions or Taxes, (ii) abovethe Pre-Closing Longview Holders who shall have elected to redeem their Longview Class A Common Stock pursuant to the Governing Documents of Longview or (iii) if Longview fails to complete a business combination within the allotted time period set forth in the Governing Documents of Longview and liquidates the Trust Account, subject to the terms of the Trust Agreement, Longview (in limited amounts to permit Longview to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Longview) and then the Pre-Closing Longview Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of Longview and the Trust Agreement. Longview has performed all references herein material obligations required to deposits be performed by it to date under, and withdrawals is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement and no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since March 18, 2021, Longview has not released any money from the Trust Account shall be deemed to refer to credits and debits to (other than interest income earned on the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be funds held by the Securities Administrator in the Trust Account as part permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Fund Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the Pre-Closing Longview Holders who have elected to redeem their Longview Class A Common Stock pursuant to the Governing Documents of Longview, each in accordance with the terms of and as herein providedset forth in the Trust Agreement, subject Longview shall have no further obligation under either the Trust Agreement or the Governing Documents of Longview to withdrawal by liquidate or distribute any assets held in the Securities Administrator for distributions on Trust Account, and the CertificatesTrust Agreement shall terminate in accordance with its terms.

Trust Account. On or before The Purchaser acknowledges that the Issue DateCompany is a blank check company with the powers and privileges to effect a Business Combination. The Purchaser further acknowledges that, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts as described in the name prospectus included in the registration statement of the Trustee on behalf Company (the “Prospectus”) available at wxx.xxx.xxx, substantially all of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect Company’s assets consist of the Uncertificated REMIC Interests cash proceeds of the IPO and private placements of its securities, and substantially all investments of any such amounts as being held by it those proceeds have been deposited in its capacity as Securities Administrator a trust account for the benefit of the Holders Company, certain of its public shareholders and the underwriters of the Certificates or IPO (iii) maintain the “Trust Account in Account”). The Purchaser acknowledges that, except with respect to interest earned on the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund byAccount that may be released to the Company to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if the Company completes one or more transactions that constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if the Company fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to the Company in limited amounts to permit the Company to pay the costs and expenses of its liquidation and dissolution, and then to the Company’s public shareholders; and (iii) if the Company holds a shareholder vote to amend the Company’s Governing Documents to modify the substance or timing of the obligation to redeem 100% of the shares of Parent Common Stock if the Company fails to complete a Business Combination within the allotted time period, then for the redemption of any shares of Parent Common Stock properly tendered in connection with such vote. For and in consideration of the Company entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Purchaser hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account (including any distributions therefrom) and agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or for the account arising out of, this Agreement and any negotiations, Contracts or agreements with the Securities Administrator Company; provided, however, that nothing herein shall at all times serve to limit or prohibit the Purchaser’s right to pursue a claim against the Company for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect the Company’s ability to fulfill its obligation to effectuate the Parent Share Redemptions. The Purchaser agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and the Purchaser further intends and understands such waiver to be identifiedvalid, binding and enforceable under applicable Law. To the extent the Purchaser commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, which proceeding seeks, in whole or in part, monetary relief against the Company, the Purchaser hereby acknowledges and agrees that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account its sole remedy shall be deemed to refer to credits and debits to the related books against funds held outside of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with that such moneys, including all income claim shall not permit the Purchaser (or other gain from such investments, shall be held by any party claiming on the Securities Administrator Purchaser’s behalf or in lieu of the Purchaser) to have any claim against the Trust Account as part (including any distributions therefrom) or any amounts contained therein. In the event that the Purchaser commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, which proceeding seeks, in whole or in part, relief against the Trust Fund as herein providedAccount (including any distributions therefrom) or the holders of Parent Common Stock, subject whether in the form of money damages or injunctive relief, the Company shall be entitled to withdrawal by recover from the Securities Administrator for distributions on Purchaser the Certificatesassociated legal fees and costs in connection with any such action, in the event the Company prevails in such action or proceeding.

Trust Account. On or before the Issue DateAfter a diligent and reasonable consideration of all Claims, the Securities Administrator shall either Company has determined that the sum specified in the Claims List for each Claim is reasonably likely to be sufficient to fund the resolution of Claims and to provide compensation for Claims, as required by Section 18-804(b) of the DLLCA, in addition to those Claims covered by insurance policies (the “Claims Balance”). In addition, the Company has made an estimate of the costs and expenses (the “Claims Management Reserve”) that may arise: (i) open with in seeking to address, defend and resolve Claims; (ii) in seeking to enforce contractual rights, contractual indemnifications, insurance policies, and other similar actions and efforts; (iii) the amount of any insurance deductibles and/or retentions and other similar type of items; and (iv) the defense of any other liabilities, obligations or claims arising directly or indirectly out of a depository Claim not known (or capable of being known) at the Effective Date other than liabilities, obligations or claims arising from the gross negligence or wilful misconduct of Recovery (collectively “Claims Management Expenses.” Claims Management Expenses shall not be used for the payment or satisfaction of any Claim as the source of payment or satisfaction shall be from the amount allocated to such particular Claim in .the Claims Balance. However, if Recovery has exhausted its own funds and it reasonably needs funding to continue its operations until all Claims are resolved, Recovery may use funds from the Claims Management Reserve as may be reasonably necessary to continue its operations until all Claims are resolved. Recovery shall establish in its own name an interest-bearing trust account at a financial institution one or more trust accounts it selects in which the name of Claims Balance and the Trustee on behalf of the Trust Fund that shall collectively Claims Management Reserve will be deposited (the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries ”). Interest received on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed to refer to credits retained by the Trust Account and debits to shall be appropriately allocated between the related books of Claims Balance and the Securities AdministratorManagement Reserve. The Securities Administrator shall deposit Except as otherwise expressly provided in this Agreement, the funds in the Trust Account (being the Claims Balance, the Claims Management Reserve, plus all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited interest accrued thereon from time to time time) shall not be assets of Recovery and Recovery agrees to use the funds in the Trust Account to resolve and provide compensation for any Claims and with regard to the Claims Management Reserve, pay Claims Management Expenses. For purposes of illustration, funds in the Trust Account may be used to pay such items as damages, settlement amounts, investigation fees and costs, attorneys’ fees, expert witness fees, and other fees and costs associated with defending or resolving any Claim, defending the determination by the Company of the adequacy of any reasonable provision made by the Company for any Claim, as xxxxx as any costs and expenses incurred in the enforcement of or collection on Policies (as defined below). In addition, funds in the Trust Account can be used by Recovery to purchase insurance or another financial instrument or product that would reasonably provide compensation for Claims. Funds in the Trust Account may also be used for the purposes of the indemnification of the Company as provided in Paragraph 8 below and funds in the Claims Management Reserve may also be used for the benefit of Recovery as expressly provided in this Paragraph 3. Recovery shall use the funds reserved for the resolution of any particular Claim only for such Claim; provided, however, to the extent any Claim is resolved for less than the sum initially determined to be reasonably sufficient to resolve such Claim, the remaining funds shall remain in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall will be held by the Securities Administrator available and can be used to assist in the Trust Account as part resolution of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificatesany other Claim.

Trust Account. On or before the Issue Dateissuance of the Certificates of any Series, the Securities Administrator Xxxxxx Mae shall either (i) open with a depository institution one or more trust accounts in the name of the Trustee on behalf of the Trust Fund for such Series that shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the such related Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated related Underlying REMIC Interests Certificates and all investments of any such amounts as being held by it in its capacity as Securities Administrator Trustee for the benefit of the Holders of the related Certificates or (iii) maintain the such Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the any Trust Account is maintained may at any time be changed without notice to, or the approval of, of Holders of the related Certificates so long as funds held in the such Trust Fund Account by, or for the account of, the Securities Administrator Trustee of the related Trust shall at all times be identified. To the extent that the any Trust Account is maintained by the Securities Administrator Trustee in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the such Trust Account shall be deemed to refer to credits and debits to the related books of the Securities AdministratorTrustee. The Securities Administrator Xxxxxx Xxx shall deposit in the Trust Account for each Series all distributions in respect of the Uncertificated Underlying REMIC Interests Certificates of such Series received by it as Securities Administrator hereunderTrustee hereunder and under the related RCR Supplement. All such distributions deposited from time to time in the any Trust Account and Account, all investments made with such moneys, including all income or other gain from such investments, shall be held by the Securities Administrator Trustee in the such Trust Account as part of the related Trust Fund as herein provided, subject to withdrawal by the Securities Administrator Xxxxxx Mae for distributions on the Certificates.

Trust Account. On The Contractor shall administer a sales and use tax trust bank account to process all Seller Taxes due and owing to the Member States and Associate Member States (“Taxes Collected”). The trust account may also contain taxes due and owing to non-member states and governmental entities. The trust account shall be a separate bank account established at a banking institution approved by the Governing Board no later than ten (10) business days after the Effective Date of this Contract. The trust account shall be established as a zero balance account that requires the deposit of all Taxes Collected and the segregation of all Taxes Collected from the Contractor’s own funds. The corresponding general ledger account on the Contractor’s accounting system shall provide a clear audit trail of all deposits and remittances of Taxes Collected, all deposits and remittances of taxes to for non-member states and other governmental entities, all transfers of Contractor compensation from the trust account to the Contractor’s general business accounts, and all other account transactions. The trust account shall be secured through FDIC and/or other appropriate bank collateral agreements that provide comparable coverage to that of FDIC. In the event the Contractor proposes an alternative method for securing the trust account, it shall request an exception from the Executive Director in writing and shall not use the alternative method until the Executive Director has approved the method in writing. The account shall also be administered with generally accepted practices for the segregation of duties among account administrators, and shall have in place adequate electronic and other controls, including any controls deemed necessary or before appropriate by the Issue DateGoverning Board, to prevent unauthorized access to and transfers from the Securities Administrator account. The trust account shall either (i) open be maintained as a fiduciary account for the states and other taxing jurisdiction as beneficiaries of the trust account, with a depository institution one or more trust accounts detail of each state and taxing jurisdiction interest maintained in the name Contractor’s records. The Contractor shall ensure that the fiduciary nature of the Trustee on behalf account is disclosed in the bank’s deposit account records (e.g., “XYZ CSP, Inc., tax account in trust for the Streamlined Sales Tax Governing Board member states, their local taxing jurisdictions and all state and local taxing jurisdictions processed by the Contractor”). The Contractor shall make arrangements with its bank to establish the proper account name and ensure adequate recordkeeping to establish the ownership interest of each state and other taxing jurisdiction. All costs incurred in the creation and maintenance of the Trust Fund that bank trust account shall collectively be the “Trust Account,” (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for the benefit of the Holders of the Certificates or (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account of, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained borne by the Securities Administrator in the manner provided for in clause (ii) aboveContractor, all references herein to deposits and withdrawals from the Trust Account shall any interest earned on deposited funds may be deemed to refer to credits and debits to the related books of the Securities Administrator. The Securities Administrator shall deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held retained by the Securities Administrator in the Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the CertificatesContractor.