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 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 ▇▇▇.▇▇▇.▇▇▇, 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 In accordance with the Issue DateTrust Agreement, Reinsurer, as grantor, shall establish and maintain from and after the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in the name date 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 accountsNovation, maintain at its sole cost and expense, the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto with the Trustee, naming Cedant as sole beneficiary thereof. The Assets maintained 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 managed in accordance with the Investment Guidelines. Pursuant to the related books terms of the Securities AdministratorTrust Agreement, the assets in the Trust Account, including the residual interest therein, shall be held in trust by the Trustee for the sole and exclusive benefit of Cedant, and Reinsurer may deliver, at its cost, one or more Letters of Credit pursuant to Section 9.01 to fund an amount up to the OC Amount, in each case as security for the payment of Reinsurer’s obligations to Cedant under this Agreement and the YRT Agreement (BOLI). The Securities Administrator Pursuant to the terms of the Security and Control Agreement, a first priority security interest in the Collateral favor of Cedant shall deposit be granted by Reinsurer and perfected by Cedant. During the term of the Trust Agreement, Reinsurer shall not, and shall direct the Trustee not to, grant or cause or permit to be created or granted in favor of any Person other than Cedant any security interest whatsoever in any of the assets in the Trust Accounts or in the residual interest therein except as expressly set forth in the Trust Agreement.5 Other than for the benefit of Cedant, Reinsurer shall not create, incur, assume or suffer to exist any liens on the assets 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 (whether owned on the Certificatesdate of this Agreement or hereafter acquired), or on any interest therein or the proceeds thereof.

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, HighCape 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 $ 115,000,384.00. 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 solely 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 September 3, 2020 (the Securities Administrator shall at all times “Trust Agreement”), between HighCape 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 HighCape SEC Reports to be identified. To inaccurate in any material respect or, to HighCape’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 HighCape Holders who shall have elected to redeem their HighCape Class A Common Stock pursuant to the Governing Documents of HighCape or (iii) if HighCape fails to complete a business combination within the allotted time period set forth in the Governing Documents of HighCape and liquidates the Trust Account, subject to the terms of the Trust Agreement, HighCape (in limited amounts to permit HighCape to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of HighCape) and then the Pre-Closing HighCape 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 HighCape and the Trust Agreement. HighCape 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 HighCape, 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 September 3, 2020, HighCape 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 HighCape Holders who have elected to redeem their HighCape Class A Common Stock pursuant to the Governing Documents of HighCape, each in accordance with the terms of and as herein providedset forth in the Trust Agreement, subject HighCape shall have no further obligation under either the Trust Agreement or the Governing Documents of HighCape 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 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 Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts in The Purchaser hereby acknowledges that it is aware that 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 Company will establish 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 its public shareholders upon the Holders of the Certificates IPO Closing. The Purchaser hereby agrees that it has no right, title, interest or (iii) maintain the Trust Account in the form claim of any combination of accounts kind in or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at to any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds monies held in the Trust Fund byAccount, or any other asset of the Company as a result of any liquidation of the Company, and the Purchaser shall not have and shall not seek to exercise any redemption or liquidation rights with respect to any Security, except for the account ofredemption and liquidation rights, if any, the Securities Administrator Purchaser may have in respect of any Public Shares held by him or her if the Company liquidates or fails to consummate a Business Combination within the 18-month period for completion of the Business Combination. Without limiting the foregoing, the Purchaser hereby agrees that it, he or she will not be entitled to (A) redemption rights with respect to any Founder Shares, shares that are included within the Private Placement Units (“Private Placement Shares”) and Public Shares held by it, him or her, in connection with the consummation of a Business Combination; or (B) redemption rights with respect to Founder Shares, Private Placement Shares and Public Shares held by it, him or her in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (1) in a manner that would modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete a Business Combination within the completion window or (2) with respect to any other provision relating to the rights of holders of the Company’s Class A Ordinary Shares or pre-initial Business Combination activity. The parties hereto understand and agree that the foregoing prohibition on the exercise of redemption rights with respect to Public Shares shall at all times apply only to the Purchaser, and shall not apply to affiliates of the Purchaser; provided, however, that under no circumstances shall any person be identified. To permitted to exercise redemption rights with respect to the extent Founder Shares and Private Placement Shares or any securities into which such Founder Shares or Private Placement Shares may be converted. (ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account is maintained by the Securities Administrator that it may have now or in the manner provided future, except for in clause (ii) aboveredemption and liquidation rights, all references herein to deposits and withdrawals from if any, 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 Purchaser may have in respect of any Public Shares held by him or her. In the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such distributions deposited from time to time in Claim solely against the Company and its assets outside the Trust Account and all investments made with such moneys, including all income not against the property or other gain from such investments, shall be held by the Securities Administrator any monies in the Trust Account as part Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by him or her if the Company liquidates or fails to consummate a Business Combination within the 18-month period for completion of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the CertificatesBusiness Combination.

Trust Account. (a) On or before the Issue Closing Date, the Securities Administrator Trustee shall either (i) open with a depository institution one or more trust accounts in open, at the name Corporate Trust Office of the Trustee on behalf of the Trust Fund Trustee, a segregated account that shall collectively be known as 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 Trustee shall promptly deposit in the Trust Account all distributions in respect of the Uncertificated REMIC Interests Agency Security Distributions received by it as with respect to the Agency Securities Administrator hereunder[from and after the Dated Date]. All such distributions Agency Security Distributions deposited from time to time in the Trust Account Account, all other deposits therein pursuant to this Agreement, 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 the purposes specified in this Agreement. (b) Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Trustee pursuant to this Agreement. The Trustee shall hold all such money and property received by it as part of the Trust Fund, and shall apply it as provided in this Agreement. If the Trustee shall not have received an Agency Security Distribution with respect to an Agency Security on the Certificatesrelated Agency Security Distribution Date the Trustee shall request the issuer or guarantor of such Agency Security, as appropriate, to make such payment as promptly as practicable or legally permitted, unless the Depositor shall have made provisions satisfactory to the Trustee for delivery to the Trustee of an amount equal to such Agency Security Distribution, together with a Non-Disqualification Opinion. If the Trustee shall subsequently receive any such Agency Security Distribution, it may withdraw such request. Notwithstanding any other provision hereof, the Depositor may, at its option, obtain the release from the Trust Fund of any Agency Security Distribution not received with respect to an Agency Security on the related Agency Security Distribution Date by depositing with the Trustee, on or prior to the first Distribution Date following the end of the Due Period during which such Agency Security Distribution was due, an amount equal to such Agency Security Distribution, together with an Opinion of Counsel to the effect that such deposit will not result in the imposition of tax on “prohibited transactions” (as defined in Section 860F of the Code) or contributions to the REMIC after the “start up day” (as defined in Section 860G of the Code). Upon such deposit, such Agency Security Distribution shall be released from the Trust Fund and the Trustee shall hold any such Agency Security Distribution when received as agent for the Depositor and shall deliver such Agency Security Distribution to the Depositor or its designee or assignee. (c) All or a portion of the funds in the Trust Account (to the extent they have been collected) shall be invested and reinvested by the Trustee in accordance with the directions received from the Depositor in Eligible Investments.

Trust Account. On or before the Issue Date(a) Promptly upon receipt thereof (but in no event later than two (2) Business Days after receipt), the Securities Administrator Servicer, as agent for the Issuer, 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 deposit into the Trust Account by means of appropriate entries on its books those amounts that have been remitted to the Servicer that the Servicer ascertains to be Scheduled Payments, prepayments and records designating all amounts credited thereto other payments, including but not limited to, Engine Revenues, Sales Proceeds or Casualty Proceeds 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 Eligible Engines; provided, however, that indemnification payments and liability insurance payments received by the Certificates or (iii) maintain Servicer shall not be deposited in the Trust Account but shall be paid directly to the person entitled to such indemnification or insurance payment; provided, further, that the Servicer shall not be obligated to remit all, or any portion of, the foregoing amount from which the Servicer shall be entitled hereunder to reimburse itself for Servicer Advances. (b) Promptly upon receipt thereof (but in no event later than two (2) Business Days after receipt), the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which Servicer shall deposit into the Trust Account is maintained the aggregate Warranty Purchase Amount due and payable by the Seller pursuant to the Contribution and Sale Agreement. (c) Notwithstanding the foregoing, the Servicer shall not be obligated to deposit the amounts set forth in Sections 6.02(a) or (b) in respect of Lease Agreements and the related Contributed Engines for which the Warranty Purchase Amount or prepayment has been deposited previously and may at any time be changed without notice todeduct from amounts otherwise payable by it to the Trust Account, or request in writing 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 Indenture Trustee to deposits and withdrawals deduct from the Trust Account shall be deemed to refer to credits and debits pay to the Servicer, an amount equal to amounts previously deposited by the Servicer or a subservicer into the Trust Account but which are later determined by the Servicer to have resulted from mistaken deposits. (d) By not later than each Determination Date, the Servicer, as agent for the Issuer, shall instruct in writing the Indenture Trustee to allocate all Collections and Prepayments for the related books of the Securities Administrator. The Securities Administrator shall Collection Period then on deposit in the Trust Account to each Series Account (provided, however, that the Servicer shall instruct in writing the Indenture Trustee to allocate any Maintenance Reserve Payments and Security Deposits directly to each Engine Reserve Account and Security Account, respectively, for each Series) by specifically identifying such Collections and Prepayments (and such Maintenance Reserve Payments and Security Deposits) to a particular Eligible Engine and then instructing in writing the Indenture Trustee to allocate all distributions of such amounts to the Series Account, the Engine Reserve Account and the Security Deposit Account for the Series of which such Eligible Engine is pledged. In addition, the Servicer shall instruct in respect of writing the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time Indenture Trustee to time allocate any earnings on Eligible Investments in the Trust Account and all investments made with to the Series Account for each Series then Outstanding in the same proportion as the ratio of the Outstanding Obligations of such moneys, including all income Series to the Aggregate Outstanding Obligations. (e) The Servicer shall maintain accurate records of the source of each payment received by it or other gain from such investments, shall be held by the Securities Administrator in deposited into the Trust Account as part of in order to allocate such payment to the Trust Fund as herein providedSeries to which it relates, subject to withdrawal by the Securities Administrator for distributions on the Certificatesif more than one Series is outstanding.

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. (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 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 form Trust Account, Manager Transition Account, 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 Accounts without prior written notice to the Indenture Trustee and the Issuer and the prior written consent of the Requisite Global Majority and each Series Enhancer. (b) The Issuer shall cause the Manager to deposit funds into the Trust Account at the times and in the amounts required pursuant to the terms of the Management Agreement. So long as no Early Amortization Event or Manager Default shall have occurred and then be continuing, the Manager shall be permitted to request the Indenture Trustee to withdraw (to the extent not previously withheld) from amounts on deposit in the Trust Account, or otherwise net out, from amounts otherwise required to be deposited to the Trust Account pursuant to Section 302(a) the amount of any combination Management Fee or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date. (c) On each Determination Date, the Issuer shall cause the Manager, pursuant to the Management Agreement, to prepare and deliver to the Indenture Trustee, the Transition Agent, each Interest Rate Hedge Provider, each Series Enhancer and each Holder of accounts or book entries described a VFN, the Manager Report, which will set forth calculations and allocations (including the applicable One-Month LIBOR used for the calculation of related interest payments set forth therein) with respect to the related Payment Date. On each Payment Date, the Indenture Trustee, based on the Manager Report (provided that, in the absence of any Manager Report, the Indenture Trustee shall distribute all funds available for distribution in accordance with written instructions signed by the Transition Agent (subject to the consent of the Requisite Global Majority) and shall hold the balance until delivery of such Manager Report), shall distribute funds in an amount equal to the Available Distribution Amount then on deposit in the Trust Account to the following Persons in the following order of priority: (I) On each Payment Date, if neither an Early Amortization Event nor an Event of Default shall have occurred and then be continuing, the Indenture Trustee will make the following payments from the Available Distribution Amount then on deposit in the Trust Account to the following Persons, by wire transfer of immediately available funds, in the following order of priority: (1) To the Indenture Trustee, the Indenture Trustee Fees, Transition Costs and Indenture Trustee Indemnified Amounts then due and payable for all Series of Notes then Outstanding; provided, however, that the aggregate amount of Indenture Trustee Fees, Transition Costs and Indenture Trustee Indemnified Amounts payable pursuant to this clause (1) in any calendar year shall not exceed One Hundred Thousand Dollars ($100,000) per annum in the aggregate; (2) To the Manager, the Management Fee and any Management Fee Arrearage to the extent not withheld by the Manager pursuant to Section 302; (3) To the Manager, the amount of any unreimbursed Manager Advances; (4) To the Transition Agent, an amount equal to the Transition Agent Fee and any Transition Costs (such Transition Costs not to exceed $1,000,000 in the aggregate) then due and payable to the Transition Agent; (5) To each Series Enhancer, on a pro rata basis, an amount equal to the Premiums then due and payable pursuant to the terms of each applicable Enhancement Agreement; (6) To the Issuer, an amount equal to any Issuer Expenses; provided, however, that the aggregate amount payable pursuant to this clause shall not exceed $250,000 per annum; (7) To each Interest Rate Hedge Provider, on a pro rata basis, the amount of any scheduled payments (but not termination payments) then due and payable pursuant to the terms of any Interest Rate Hedge Agreement then in effect, together with any such amounts past due and any interest thereon; (8) To the Series Account for each Series of Notes then Outstanding, an amount equal to interest (exclusive of Default Fees and Step-Up VFN Fees) and VFN Fees then due and payable; (9) To the Restricted Cash Account, an amount sufficient so that the total amount on deposit therein is equal to the Restricted Cash Target Balance for such Payment Date; (10) To the Series Account for each Series of Notes then Outstanding, for each Series Enhancer, on a pro rata basis, an amount equal to reimbursement of interest payments (and interest thereon) made by such Series Enhancer under the related Enhancement Agreement; (11) To the Series Account for each Series of Notes then Outstanding, all Minimum Principal Payment Amounts for each such Series of Notes; (12) To the Series Account for each Series of Notes then Outstanding, all Scheduled Principal Payment Amounts for each such Series of Notes; (13) To the applicable Series Account, an amount equal to the Supplemental Principal Payment Amount for such Series. If sufficient funds do not exist to pay in full all such Supplemental Principal Payment Amount to all Series of Notes then Outstanding, such available amounts shall be allocated among all such Series of Notes, pro rata, based on the then Unpaid Principal Balances thereof; (14) To the Manager Transition Account, an amount sufficient so that the total amount on deposit therein is equal to the Manager Transition Amount; (15) To the Series Account for any Series of VFNs, an amount equal to the Step-Up VFN Fees, including accrued and unpaid Step-Up VFN Fees, pro rata; (16) To the Series Account for each Series of Notes then Outstanding, indemnification, expenses and any other amounts (including, as to any Series Enhancer, Reimbursement Amounts) due and owing (i) to each Series Enhancer (excluding any Prepayment penalties) and (ii) to Holders of any Series of Notes then Outstanding (including Default Fees), pro rata; (17) To each Interest Rate Hedge Provider, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments) pursuant to the terms of any Interest Rate Hedge Agreement then in effect; (18) To (i) the Indenture Trustee, the amount of any unpaid Indenture Trustee Fees, Transition Costs and Indenture Trustee Indemnified Amounts owing (determined after giving effect to any payments made pursuant to clause (1) above) and (ii) to the Transition Agent, the amount of any unpaid Transition Agent Fees, Transition Costs and indemnity amounts owing (determined after giving effect to any payments made pursuant to clause (4) above); provided, however, that if there are insufficient funds on any Payment Date to pay in full all of the amounts identified in clauses (i) and (ii), all remaining Available Distribution Amounts shall be distributed to the parties identified in clauses (i) above. Any manner or manners in which and (ii), pro rata, based upon the Trust Account is maintained may at any time be changed without notice to, or amounts then owing pursuant to each such clause; (19) To the approval of, Holders of the Certificates so long as funds held in the Trust Fund by, or for the account ofManager, the Securities Administrator shall at all times be identified. amount of any unpaid indemnity payments owing pursuant to the Management Agreement; (20) To the extent that Series Account for each Series of Notes then Outstanding, for each Series Enhancer, on a pro rata basis, an amount equal to any Prepayment penalties due and owing to any Series Enhancer under the Trust Account is maintained by related Enhancement Agreement; and (21) To the Securities Administrator in Issuer, any remaining Available Distribution Amount. (II) On each Payment Date, if an Early Amortization Event but no Event of Default shall have occurred and then be continuing with respect to any Series then Outstanding, the manner provided for in clause (ii) above, all references herein to deposits and withdrawals Indenture Trustee will make the following payments 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 Available Distribution Amount then on deposit in the Trust Account to the following Persons, by wire transfer of immediately available funds, in the following order of priority: (1) To the Indenture Trustee, the Indenture Trustee Fees, Transition Costs and Indenture Trustee Indemnified Amounts then due and payable for all distributions Series of Notes then Outstanding; provided, however, that the aggregate amount of Indenture Trustee Fees, Transition Costs and Indenture Trustee Indemnified Amounts payable pursuant to this clause (1) in any calendar year shall not exceed One Hundred Thousand Dollars ($100,000) per annum in the aggregate; (2) To the Manager, the Management Fee and Management Fee Arrearage to the extent not withheld by the Manager pursuant to Section 302; (3) To the Manager, the amount of any unreimbursed Manager Advances; (4) To the Transition Agent, an amount equal to the Transition Agent Fee and any Transition Costs (such Transition Costs not to exceed $1,000,000 in the aggregate) then due and payable to the Transition Agent; (5) To each Series Enhancer, on a pro rata basis, an amount equal to the Premiums then due and payable pursuant to the terms of each applicable Enhancement Agreement; (6) To the Issuer, an amount equal to any Issuer Expenses; provided, however, that the aggregate amount payable pursuant to this clause shall not exceed $250,000 per annum; (7) To each Interest Rate Hedge Provider, on a pro rata basis, the amount of any scheduled payments (but not termination payments) then due and payable pursuant to the terms of any Interest Rate Hedge Agreement then in effect, together with any such amounts past due and any interest thereon; (8) To each Series Enhancer, on a pro rata basis, an amount equal to reimbursable expenses paid to third parties (not to exceed an aggregate amount of $250,000 per annum), provided that, with respect to any such Series Enhancer, no Series Enhancer Event shall have occurred and be continuing; (9) To each Series Account for each Series of Notes then Outstanding, an amount equal to interest (exclusive of Default Fees and Step-Up VFN Fees) and VFN Fees then due and payable; (10) To the Series Account for each Series of Notes then Outstanding, for each Series Enhancer, on a pro rata basis, an amount equal to reimbursement of interest payments (and interest thereon) made by such Series Enhancer under the related Enhancement Agreement; (11) To the Restricted Cash Account, an amount sufficient so that the total amount on deposit therein is equal to the Restricted Cash Target Balance for such Payment Date; (12) To the Manager Transition Account, an amount sufficient so that the total amount on deposit therein is equal to the Manager Transition Amount; (13) To each Series Account for each Series of Notes then Outstanding, all Minimum Principal Payment Amounts for each such Series of Notes; (14) To each Series Account for each Series of Notes then Outstanding, all Scheduled Principal Payment Amounts for each such Series of Notes; (15) To each Series Account for each Series of Notes then Outstanding, all remaining unpaid principal amounts then Outstanding for all Series of Notes, pro rata, based on the Unpaid Principal Balance for each such Series of Notes; (16) To the Series Account for each Series Enhancer, on a pro rata basis, an amount equal to reimbursement of principal payments (and interest thereon) made by such Series Enhancer under the related Enhancement Agreement; (17) To the Series Account for each Series of Notes then Outstanding, first, indemnification, expenses and any other Reimbursement Amounts (excluding Prepayment penalties) due and owing to each Series Enhancer and second, indemnification, expenses and any other amounts due and owing to the Holders of any Series of Notes; provided that, if a Series Enhancer Event shall have occurred and be continuing, then, with respect to any such Series Enhancer, pro rata, with the Holders of any Series of Notes then Outstanding; (18) To the Series Account for each Series of Notes then Outstanding, the Step-Up VFN Fees and any Default Fees then due and payable, including accrued and unpaid Step-Up VFN Fees and Default Fees, pro rata; (19) To each Interest Rate Hedge Provider, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments) pursuant to the terms of any Interest Rate Hedge Agreement then in effect; (20) To (i) the Indenture Trustee, the amount of any unpaid Indenture Trustee Fees, Transition Costs and Indenture Trustee Indemnified Amounts owing (determined after giving effect to any payments made pursuant to clause (1) above) and (ii) the Transition Agent, the amount of any unpaid Transition Agent Fees, Transition Costs and indemnity amounts due and owing (determined after giving effect to any payments made pursuant to clause (4) above); provided, however, that if there are insufficient funds on any Payment Date to pay in full all of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All amounts identified in clauses (i) and (ii), all remaining Available Distribution Amounts shall be distributed to the parties identified in clauses (i) and (ii), pro rata, based upon the amounts then owing pursuant to each such distributions deposited clause; (21) To the Manager, the amount of any unpaid indemnity payments owing pursuant to the Management Agreement; (22) To the Series Account for each Series of Notes then Outstanding, for each Series Enhancer, on a pro rata basis, an amount equal to any Prepayment penalties due and owing to any Series Enhancer under the related Enhancement Agreement; and (23) To the Issuer, any remaining Available Distribution Amount. (III) On each Payment Date, if an Event of Default shall have occurred and then be continuing with respect to any Series then Outstanding, the Indenture Trustee will make the following payments from time to time the Available Distribution Amount then on deposit in the Trust Account to the following Persons, by wire transfer of immediately available funds, in the following order of priority: (1) To the Indenture Trustee, the Indenture Trustee Fees, Transition Costs and Indenture Trustee Indemnified Amounts then due and payable for all investments made with such moneysSeries of Notes then Outstanding; provided, including all income or other gain from such investmentshowever, that the aggregate amount of Indenture Trustee Fees, Transition Costs and Indenture Trustee Indemnified Amounts payable pursuant to this clause (1) in any calendar year shall be held not exceed One Hundred Thousand Dollars ($100,000) per annum in the aggregate; (2) To the Manager, the Management Fee and Management Fee Arrearage to the extent not withheld by the Securities Administrator Manager pursuant to Section 302; (3) To the Manager, the amount of any unreimbursed Manager Advances; (4) To the Transition Agent, an amount equal to the Transition Agent Fee and any Transition Costs (such Transition Costs not to exceed $1,000,000 in the Trust Account as part aggregate) then due and payable to the Transition Agent; (5) To each Series Enhancer, on pro rata basis, an amount equal to the Premiums then due and payable pursuant to the terms of each applicable Enhancement Agreement; (6) To the Trust Fund as herein providedIssuer, any Issuer Expenses in an amount not to exceed $150,000 per annum; provided that, subject to withdrawal by the Securities Administrator for distributions on approval of the Certificates.Requisite Global Majority, a sum not to exceed an aggregate amount of $250,000 per annum (including amounts paid to the Issuer in such year pursuant to this clause prior to approval from the Requi

Trust Account. On or before (a) (a) In the Issue Dateevent that the Reinsurer elects to place assets in trust as set forth in Section 9.1, the Securities Administrator Reinsurer shall either enter into a trust agreement (ithe "Trust Agreement") open with and establish a depository institution one or more trust accounts in account (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 Reinsured with respect to the Certificates or Reinsured Risks with a bank (iii) maintain the Trust Account in the form of any combination of accounts or book entries described in clauses (i"Trustee") and in a form reasonably acceptable to the Reinsured. (iib) above. Any manner or manners in which the Trust Account is maintained may at any time be changed without notice toThe Reinsurer agrees to deposit, or the approval of, Holders of the Certificates so long as funds held and maintain in the Trust Fund byAccount, or assets to be held in trust by the Trustee for the account of, benefit of the Securities Administrator shall at all times be identified. To Reinsured as security for the extent payment of the Reinsurer's obligations to the Reinsured under this Agreement. (c) The Reinsurer agrees that the Trust Account assets so deposited shall be valued according to their current fair market value and shall consist only of cash (United States legal tender), certificates of deposit (issued by a United States bank and payable in United States legal tender), and other admitted assets of a character, maturity, and value to fulfill the intent of this Agreement, provided that such investments are issued by an institution that is maintained not the parent, subsidiary or affiliate of either the Reinsured or the Reinsurer and provided further that such assets are of the type listed by the Securities Administrator Valuation Office of the National Association of Insurance Commissioners and specified under Regulation 114 of the New York Insurance Department. All payments of interest on, and dividends actually received by the Trustee in the manner provided for respect of, assets in clause (ii) above, all references herein to deposits and withdrawals from the Trust Account shall be deemed deposited by the Trustee in a separate income account established and maintained by the Reinsurer at an office of the Trustee, and the Reinsurer shall have the right to refer withdraw funds from such income account at any time. (d) The Reinsurer, prior to credits depositing assets with the Trustee, shall execute all assignments and debits endorsements in blank, or transfer legal title to the related books Trustee of all shares, obligations or any other assets requiring assignments, in order that the Reinsured, or the Trustee upon direction of the Securities Administrator. Reinsured, may whenever necessary negotiate any such assets without consent or signature from the Reinsurer or any other entity. (e) All settlements of account under the Trust Agreement between the Reinsured and the Reinsurer shall be made in cash or its equivalent. (f) The Securities Administrator shall deposit Reinsurer and the Reinsured agree that the assets in the Trust Account all distributions may be withdrawn by the Reinsured at any time, notwithstanding any other provisions in respect this Agreement, provided such assets are applied and utilized by the Reinsured (or any successor of the Uncertificated REMIC Interests received Reinsured by it as Securities Administrator hereunderoperation of law, including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Reinsured), on the basis of the liability of the Reinsured under the Reinsured Contracts, without diminution because of the insolvency of the Reinsured or the Reinsurer, only for the following purposes: (i) to reimburse the Reinsured for the Reinsurer's share of policy benefits or losses paid by the Reinsured or any CGU Insurer with respect to the Business Covered; (ii) to fund an account specifically established by the Reinsured to cover loss exposures of the Reinsured or any CGU Insurer in an amount at least equal to the deduction, for reinsurance ceded, from the Reinsured's liabilities ceded under this Agreement. All such distributions deposited Such amount shall include, but not be limited to, amounts for policy reserves and claims and losses incurred (including losses incurred but not reported); and (iii) to pay any other amounts, consistent with the terms of this Agreement, which the Reinsured or any CGU Insurer has calculated to be due to it. (g) In the event that the Reinsured or any CGU Insurer withdraws assets from time to time in the Trust Account for the purposes set forth in Section 9.3(f)(i) or (ii) above in excess of actual amounts required to meet the Reinsurer's obligations to the Reinsured, or in excess of amounts determined pursuant to a final accounting between the Reinsured and all investments made with the Reinsurer to be due under Section 9.3(f)(iii) above, the Reinsured will return such moneysexcess to the Reinsurer, including all income or other gain from such investments, plus interest at the average Prime Rate of interest applicable to the period during which the amounts were held pursuant to Section 9.3(f)(ii) above. (h) The Reinsurer shall be held by the Securities Administrator in liable for all bank charges incurred with respect to 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 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. On ‌ 24.1 Where the Accountholder acts as the personal representative of the estate of any deceased individual or before as the Issue Date, trustee of a trust: (a) the Securities Administrator shall either Bank is not obliged to: (i) open with a depository institution one accept cheques or more trust accounts payment orders for clearing or collection for credit to the Account other than those drawn or made in the name of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” Accountholder’s favour; (ii) in lieu act on any Instruction relating to an Account or any Service other than from the Accountholder; or (iii) obtain any consent from, or see to the administration of maintaining the estate of any such account deceased individual (if the Accountholder acts as personal representative) (the “Estate”) or accountsthe execution of any trust (if the Accountholder acts as trustee) (the “Trust”) for, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto any heir in respect of the Uncertificated REMIC Interests Estate or (as the case may be) beneficiary in respect the Trust; (b) the Bank may require the Accountholder to provide it with, and the Accountholder will provide the Bank with, such information on the Estate or any settlor, beneficiary or any other person under the Trust (collectively the “persons under the trust”), as the case may be, as may be required by the Bank. If the Accountholder cannot disclose such information due to the Accountholder having entered into any confidentiality agreement in respect thereof, the Accountholder must: (i) provide the Bank with undertakings in form and substance satisfactory to it and in relation to such matters as the Bank may from time to time require; and (ii) upon the Bank’s request, promptly provide the Bank with information and documents relating to all investments of any such amounts as being held by it in its capacity as Securities Administrator for persons under the benefit trust; (c) the Accountholder must observe anti-money laundering legislation of the Holders of country where the Certificates Accountholder is resident /registered /incorporated and where the Account is located and understands that the Bank may be requested to provide information about the Account or all persons under the trust by any relevant agency or authority, and the Bank has no obligation to ascertain or enquire into the purpose for which such information is requested; (d) in relation to the Trust, the Accountholder represents and warrants to the Bank (which representations and warranties are deemed repeated on a continuous basis for so long as the Accountholder has any Account or any outstanding Services or transactions with the Bank) that: (i) the Trust is validly constituted in accordance with all relevant laws and regulations; (ii) all necessary steps have been taken, all discretions have been properly exercised and the Accountholder has the power to open and operate each Account and apply for each Service and enter into every loan, credit, security or derivative document or any other agreement, document or instrument or arrangement with the Bank from time to time, under the constitution and under the trust deed or instrument constituting the Trust (the “Trust Deed”); (iii) maintain the Accountholder is the sole trustee or are the sole joint trustees (as the case may be) of the Trust Account and no new trustees have been appointed, and no steps have been taken for the Accountholder to resign or be replaced as the trustee and the Accountholder shall forthwith notify the Bank if any such steps are taken; (iv) there have been no amendments to the Trust Deed which have not been disclosed in writing to the Bank; (v) there are no restrictions on the Accountholder’s right to be indemnified from the assets of the Trust, other than in the form express written terms of the Trust Deed or at law and nothing has occurred to affect that right and the Accountholder is not in default under any provision of the Trust Deed; (vi) where there is more than one trustee, the Accountholders as trustees shall be jointly and severally liable to the Bank for any of the Trust’s obligations to the Bank under the Terms, any loan, credit, security or derivative document or any other agreement, document or instrument or arrangement with the Bank; (vii) entering into and performing the terms of the Terms, any loan, credit, security or derivative document or any other agreement, document or instrument or arrangement with the Bank involves no breach of any combination of accounts or book entries described duty by the Accountholder in clauses (i) and (ii) above. Any manner or manners in which relation to the Trust Account is maintained may at any time be changed without notice to, Deed; and (viii) no steps or proceedings have been taken for the approval of, Holders winding up or termination of the Certificates so long as funds held Trust; (e) if required by the Bank, the Accountholder will provide the Bank with a certified true copy of the Trust Deed and a legal opinion (in form and substance acceptable to the Bank) that confirms the above; (f) notwithstanding the provision by the Accountholder to the Bank of a copy of the Trust Deed, the Bank shall be deemed not to have knowledge, whether actual or constructive or otherwise, of any provisions in the Trust Fund byDeed save and except where the Bank has actual knowledge, 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 which case such actual knowledge shall be deemed to refer be limited only to credits and debits provisions relating to the related books identity of the Securities Administrator. The Securities Administrator shall deposit settlor, the beneficiaries and trustee(s) and provisions relevant in order for the Bank to determine that the Trust has been constituted, the general signing powers of the trustee(s) and their representatives, the purposes of the Trust, the reasons for opening the Account and anticipated Services which may be requested for the Trust. In particular, the Bank has no duty or obligation to review the terms of the Trust Deed or the powers and duties of the trustee(s) nor to determine whether the trustee(s) is in breach of the provisions of the Trust or the Trust Deed and shall be deemed not to have any such knowledge, whether actual or constructive; (g) any liability of or indemnity given by the Accountholder or any of the Accountholder’s other obligations under the Terms shall be on the basis that the Bank has full recourse to all distributions the assets of the Estate or the Trust (as the case may be) as well as any and all assets and amounts standing to the credit of the Account; (h) the Accountholder agrees that, even though the Accountholder acts as personal representative(s) or trustee(s), the Accountholder will be personally liable in respect of any Liabilities for which the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited Accountholder has no right to be indemnified from time to time in the assets of the Estate or the Trust Account and all investments made with (as the case may be) or where the Accountholder has no right to be subrogated to such moneysright of indemnity, including all income or other gain from such investments, shall be held in respect of any breach by the Securities Administrator in the Trust Account as part Accountholder of any of the Trust Fund as herein providedabove representations or warranties or any of the provisions of the Terms, subject any loan, credit, security or derivative document. 24.2 The Bank will not be liable to withdrawal the Accountholder for any Losses arising from or in connection with its having executed or otherwise relied on Instructions that were given by the Securities Administrator for distributions on Accountholder or the CertificatesAuthorized Signatory, whether in breach of trust, duty or any lack of capacity, authority or power.

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 (a) As of the Effective Time, the obligations of Easterly to dissolve or before liquidate within a specified time period as contained in the Issue Easterly Charter will be terminated and Easterly shall have no obligation whatsoever to dissolve and liquidate the assets of Easterly by reason of the consummation of the Merger or otherwise, and no stockholder of Easterly shall be entitled to receive any amount from the Trust Account except with respect to such stockholder’s Redemption Shares in accordance with Article II. At least forty-eight (48) hours prior to the Closing Date, Easterly shall provide notice to the Securities Administrator Trustee in accordance with Section 1(i) of the Trust Agreement and shall either (i) open with a depository institution one deliver any other documents, opinions, or more trust accounts in notices required to be delivered to the name of Trustee pursuant to the Trust Agreement and cause the Trustee on behalf of the Trust Fund that shall collectively be Closing Date and prior to 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 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 Account to Easterly and thereafter Easterly shall at all times be identified. To the extent that cause the Trust Account is maintained by and the Securities Administrator Trust Agreement to terminate. (b) Immediately following Easterly’s receipt of the funds held in the manner provided for in clause (ii) aboveTrust Account on the Closing Date, and prior to the Effective Time, Easterly shall pay all references herein liabilities and obligations of Easterly due and owing or incurred at or prior to deposits the Effective Time using unrestricted cash and withdrawals up to $2,000,000 from the Trust Account shall be deemed to refer to credits (and debits to not, for the related books avoidance of the Securities Administrator. The Securities Administrator shall deposit doubt, any funds held in or released from the Trust Account in excess of $2,000,000) and, to the extent such unrestricted cash is not sufficient to discharge all distributions in respect such liabilities and obligations, such liabilities and obligations shall be paid by Sponsor pursuant to the Sponsor Letter; provided, that the $7,000,000 deferred underwriting fee payable to Citigroup Global Markets Inc. by Easterly shall be paid out of the Uncertificated REMIC Interests received funds released from the Trust Account. (c) Easterly will promptly provide Sirius with notice of any redemptions of the Easterly Common Stock in connection with the Transactions, including name of the Easterly stockholder requesting redemption and the number of shares being requested to be redeemed. Upon written request by it as Securities Administrator hereunder. All such distributions deposited from time Sirius, provide to time in Sirius the most recent account statements of the Trust Account and all investments made with in Sirius’s possession within five (5) Business Days of each 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 Certificatesrequest.

Trust Account. On (a) The Issuer shall establish and maintain so long as any Outstanding Obligation remains unpaid the Trust Account into which the Issuer shall deposit (or before cause to be deposited) all of the Issue Date, the Securities Administrator shall either following amounts: (i) open all amounts representing Estimated Net Operating Income (and adjustments thereof), Casualty Proceeds and Sales Proceeds with a depository institution one or more respect to the Managed Containers received from the Manager pursuant to the terms of the Management Agreement, (ii) all Manager Advances, (iii) all amounts received by the Issuer pursuant to the terms of all Hedge Agreements then in effect, and (iv) other payments specified to be deposited therein pursuant to the terms of this Indenture and the other Transaction Documents. Such Trust Account shall be established and maintained with the Corporate Trust Office of the Indenture Trustee in trust accounts for the Indenture Trustee, on behalf of the Noteholders, each Hedge Counterparty and each Series Enhancer, until all Outstanding Obligations are paid in full. The Trust Account shall at all times be an Eligible Account, shall be in the name of the Issuer and shall be pledged to the Indenture Trustee on behalf pursuant to the terms of this Indenture. The Issuer shall not establish any additional Trust Accounts without (in each instance) prior written notice to the Trust Fund that Indenture Trustee and each Series Enhancer, if any. (b) The Issuer shall collectively be cause 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 Manager to deposit into the Trust Account in accordance with the form provisions of Section 5.1 and 5.2 of the Management Agreement amounts representing the Estimated Net Operating Income (and adjustments thereof), Casualty Proceeds and Sales Proceeds with respect to the Managed Containers. The Manager shall be permitted to require the Indenture Trustee to withdraw from amounts on deposit in the Trust Account on each Payment Date, or otherwise net out from amounts otherwise required to be deposited by the Manager in the Trust Account in accordance with the provisions of Section 5.1 and 5.2 of the Management Agreement, the amount of any combination Management Fees or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date. (c) On or prior to each Determination Date, the Issuer shall cause the Manager, pursuant to Section 4.1.2 of accounts the Management Agreement, to prepare and deliver the Manager Report. On each Payment Date, the Indenture Trustee, based on the Manager Report (upon which Manager Report the Indenture Trustee shall be entitled to conclusively rely), shall distribute from the Trust Account an amount equal to the sum of (i) all amounts representing the Net Operating Income of the Eligible Containers received during the related Collection Period, (ii) all other amounts received by the Issuer subsequent to the immediately preceding Payment Date, (iii) all amounts transferred from the Restricted Cash Account in accordance with the provisions of Section 306 hereof; provided that the amounts described in this clause (iii) may be used only to make the payments described in Section 306 hereof, (iv) any earnings on Eligible Investments in the Trust Account, the Restricted Cash Account and any Series Accounts, (v) all Manager Advances made by the Manager in accordance with the terms of the Management Agreement subsequent to the immediately preceding Payment Date, (vi) the net amount received by the Issuer pursuant to any Hedge Agreement then in effect and (vii) if so directed by the Issuer, amounts, proceeds and funds contemplated by Section 302(f) (unless the Issuer directs otherwise, the amounts and proceeds contemplated by this clause (vii) shall be applied only in respect of principal on Notes of one or book entries more Series) (the sum of the amounts described in clauses (i) through (vii) collectively, the “Available Distribution Amount”), to the following Persons, by wire transfer of immediately available funds, in the order of priority listed below (in the absence of any Manager Report, the Indenture Trustee shall distribute the Available Distribution Amount in accordance with written instructions from the Requisite Global Majority (with a copy to each Series Enhancer and each Hedge Counterparty) and shall hold until delivery of the Manager Report (i) any funds otherwise payable due to the Issuer and (ii) above. Any manner or manners in any other amounts which the Trust Account Requisite Global Majority is maintained may at unable to ascertain or allocate to a specific payment priority set forth in this Indenture): (I) If no Early Amortization Event or Event of Default shall have occurred and shall then be continuing: (1) To the Indenture Trustee, an amount equal to the sum of (A) all the Indenture Trustee’s Fees then due and payable for all Series then Outstanding (subject to the per annum dollar limitation in Section 905) and (B) any time be changed without notice toamounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereof; (2) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum) (3) To the Manager, or an amount equal to the approval sum of: (i) the Management Fee then due and payable, Holders (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Certificates Transaction Documents; (4) To the Manager, reimbursement for any Manager Advances; (5) To each of the following on a pro rata basis: (i) To the Transition Agent, any Transition Agent Fees then due and payable (not to exceed $6,000 per annum) and the payment of (or reimbursement for) any out-of-pocket expenses incurred by the Transition Agent related to the actual transfer from the Manager to a Back-up Manager and (ii) To the Back-up Manager, any Back-up Manager Fees then due and payable; (6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Two Hundred Fifty Thousand Dollars ($250,000); (7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (8) To each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect. (9) To each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds held do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the Trust Fund bysame proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date; (10) To the Restricted Cash Account (if such account has been opened), or an amount sufficient so that the total amount on deposit therein, is equal to the Restricted Cash Amount for such Payment Date; (11) To each of the account offollowing on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”), each as defined in the manner provided for related Hedge Agreement, where the related Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in clause the related Hedge Agreement) pursuant to the terms of any Hedge Agreement then in effect, and (ii) aboveto each Series Account for each Series of Notes then Outstanding in accordance with the provisions of Section 302(d), 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 Minimum Principal Payment Amounts for each 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.Series;

Trust Account. (a) On or before prior to the Issue Closing Date, the Securities Administrator Borrower shall either (i) open with a depository institution one or more trust accounts establish and maintain the Trust Account. The Trust Account shall be established 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 accountsBorrower, 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 Administrative Agent (on behalf of the Certificates Secured Parties), with a bank or trust company acceptable to the Administrative Agent and the Required Lenders. The Trust Account shall at all times be under the “control” (as defined in the UCC) of the Administrative Agent for the benefit of the Secured Parties (b) The Borrower shall not establish any additional bank accounts (other than the Trust Account and the Restricted Cash Account) without prior written notice to, and the prior written consent of, the Administrative Agent, in each instance. (c) The Borrower shall cause the Manager to deposit into the Trust Account, at the times and in the amounts required pursuant to the terms of the Management Agreement and the Intercreditor Agreement, all Gross Revenue relating to the Containers in the Borrower Fleet. The Borrower shall cause any Gross Revenue and other amounts related to the Collateral not deposited into a Manager Collection Account (as defined in the Management Agreement), including any such amounts received by the Manager, the Seller or any of their Affiliates, to be deposited into the Trust Account within three (3) Business Days after receipt of such payment. So long as no Early Amortization Event or Manager Default shall have occurred and then be continuing, the Manager shall be permitted to request the Administrative Agent to withdraw (to the extent not previously withheld) from amounts on deposit in the Trust Account, or otherwise net out, from amounts otherwise required to be deposited to the Trust Account the amount of any Management Fee or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date. (d) On each Payment Date, the Borrower, based on the Manager Report, shall distribute funds in an amount equal to the sum (without duplication) of (i) all of the Collections received during the related Collection Period, less an amount up to the Management Fee and Management Fee Arrearage deducted in accordance with the Credit Agreement and the other Loan Documents, (ii) all amounts received by the Borrower during the related Collection Period pursuant to any Interest Rate Hedge Agreement, (iii) maintain any Warranty Purchase Amounts received by the Borrower during the related Collection Period, (iv) the amount of all Manager Advances for use on such Payment Date, (v) any earnings on Eligible Investments in the Trust Account in Account, to the form extent that such earnings were credited to such account during the related Collection Period, (vi) any amounts transferred from the Restricted Cash Account, and (vii) other payments required by the Loan Documents to be deposited therein (the sum of any combination of accounts or book entries the amounts described in clauses (i) through (vii), the “Available Distribution Amount”). Such Available Distribution Amount shall be distributed to the following Persons in the following order of priority, with no payment being made toward any item unless and until all prior items have been fully satisfied: (I) On each Payment Date on which no Early Amortization Event or an Event of Default shall have occurred and then be continuing, in the following order of priority: (1) To the Manager, the Management Fee and any Management Fee Arrearage, in each case to the extent not previously withheld by, or distributed to, the Manager in accordance with the terms of the Management Agreement and the other Loan Documents; (2) To the Manager, in reimbursement of any unreimbursed Manager Advances in accordance with the terms of the Management Agreement and the other Loan Documents; (3) To the Borrower, an amount equal to Borrower Expenses then due and payable; provided, however that the amount payable pursuant to this clause (3) in any twelve month period shall not exceed Two Hundred Fifty Thousand Dollars ($250,000); (4) On a pro rata and pari passu basis based on the amounts then owing pursuant to this clause (4): (A) to the Lenders, on a pro rata basis, all interest payments (other than Default Interest) then due and owing with respect to the Credit Loans, and (B) to each Interest Rate Hedge Provider, on a pro rata basis based on the amounts then owing to all Interest Rate Hedge Providers pursuant to this clause (4)(B), the amount of any scheduled payments (but not termination payments) then due and payable pursuant to the terms of any Interest Rate Hedge Agreement then in effect, together with any such amounts past due and any interest thereon (other than payments resulting from the Interest Rate Hedge Provider being in default thereunder); (5) To the Lenders, on a pro rata basis, all Commitment Fees then due and payable; (6) To the Administrative Agent, the Administrative Agent Fee then due and owing; (7) To the Restricted Cash Account, an amount such that the total amount of cash and Eligible Investments on deposit therein is equal to the Restricted Cash Target Balance for such Payment Date; (8) Each of the following on a pro rata and pari passu basis: (A) To each Lender, on a pro rata basis (calculated based on the then unpaid principal balance of their respective unpaid Credit Loans), an amount equal to the sum of (i) any principal prepayment required pursuant to Section 3.2 hereof, and (ii) above. Any manner or manners if the Conversion Date shall have occurred, the Scheduled Principal Payment Amount for such date; and (B) To each Interest Rate Hedge Provider, on a pro rata basis based on the amounts then owing to all Interest Rate Hedge Providers pursuant to this clause (8), the amount of any unpaid payments then due and payable (including termination payments) pursuant to the terms of any Interest Rate Hedge Agreement then in which effect; (9) To each Lender, on a pro rata basis based on amounts then owing to each such Lender pursuant to this clause (9), all Default Interest, taxes, increased costs, indemnification, expenses and any other amounts due and owing to such Lender pursuant to the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders terms of the Certificates so long as funds held Loan Documents; (10) To the Manager, the amount of any unpaid indemnity payments or other amounts owing to the Manager pursuant to the terms of the Management Agreement; and (11) To the Borrower, any remaining Available Distribution Amount. (II) On each Payment Date on which an Early Amortization Event or an Event of Default shall have occurred and then be continuing, in the Trust Fund following order of priority: (1) To the Manager, the Management Fee and any Management Fee Arrearage, in each case to the extent not previously withheld by, or for the account ofdistributed to, the Securities Administrator shall at all times be identified. Manager in accordance with the terms of the Management Agreement and the other Loan Documents; (2) To the extent Manager, in reimbursement of any unreimbursed Manager Advances in accordance with the terms of the Management Agreement and the other Loan Documents; (3) To the Borrower, an amount equal to Borrower Expenses then due and payable; provided, however that the Trust Account is maintained by the Securities Administrator in the manner provided for in amount payable pursuant to this clause (ii3) abovein any twelve month period shall not exceed Two Hundred Fifty Thousand Dollars ($250,000); (4) On a pro rata and pari passu basis based on amounts then owing pursuant to this clause (4): (A) to the Lenders, on a pro rata basis, all references herein interest payments (other than Default Interest) then due and owing with respect to deposits the unpaid Credit Loans; and (B) to each Interest Rate Hedge Provider, on a pro rata basis based on the amounts then owing pursuant to this clause (4)(B), the amount of any scheduled payments (but not termination payments) then due and withdrawals payable to all Interest Rate Hedge Providers pursuant to the terms of any Interest Rate Hedge Agreement then in effect, together with any such amounts past due (other than payments resulting from the Trust Account shall be deemed Interest Rate Hedge Provider being in default thereunder); (5) To each Lender, on a pro rata basis, all Commitment Fees then due and payable; (6) To the Administrative Agent, the Administrative Agent Fee then due and owing; (7) Each of the following on a pro rata basis, all remaining Available Distribution Amount: (A) To each Lender, on a pro rata basis (calculated based on the then unpaid principal balance of their respective unpaid Credit Loans), the unpaid principal balance of all Credit Loans until the Aggregate Note Principal Balance has been reduced to refer to credits zero; and (B) To each Interest Rate Hedge Provider, on a pro rata basis, the amount of any unpaid payments then due and debits payable (including termination payments) pursuant to the related books terms of any Interest Rate Hedge Agreement then in effect; (8) To each Lender, on a pro rata basis based on amounts then owing to each such lender pursuant to this clause (8), all Default Interest, taxes, increased costs, indemnification, expenses and any other amounts due and owing to such Lender pursuant to the terms of the Securities Administrator. The Securities Administrator shall deposit in Loan Documents; (9) To the Trust Account all distributions in respect Manager, the amount of any unpaid indemnity payments or other amounts owing to the Manger pursuant to the terms of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in Management Agreement; and (10) To the Trust Account and all investments made with such moneysBorrower, 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 Certificatesany remaining Available Distribution Amount.

Trust Account. On (a) The Issuer shall establish and maintain so long as any Outstanding Obligation remains unpaid the Trust Account into which the Issuer shall deposit (or before cause to be deposited) all of the Issue Date, the Securities Administrator shall either following amounts: (i) open all amounts representing Estimated Net Operating Income (and adjustments thereof), Casualty Proceeds and Sales Proceeds with a depository institution one or more respect to the Managed Containers received from the Manager pursuant to the terms of the Management Agreement, (ii) all Manager Advances, (iii) all amounts received by the Issuer pursuant to the terms of all Hedge Agreements then in effect, and (iv) other payments specified to be deposited therein pursuant to the terms of this Indenture and the other Transaction Documents. Such Trust Account shall be established and maintained with the Corporate Trust Office of the Indenture Trustee in trust accounts for the Indenture Trustee, on behalf of the Noteholders, each Hedge Counterparty and each Series Enhancer, until all Outstanding Obligations are paid in full. The Trust Account shall at all times be an Eligible Account, shall be in the name of the Issuer and shall be pledged to the Indenture Trustee on behalf pursuant to the terms of this Indenture. The Issuer shall not establish any additional Trust Accounts without (in each instance) prior written notice to the Trust Fund that Indenture Trustee and each Series Enhancer, if any. (b) The Issuer shall collectively be cause 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 Manager to deposit into the Trust Account in accordance with the form provisions of Section 5.1 and 5.2 of the Management Agreement amounts representing the Estimated Net Operating Income (and adjustments thereof), Casualty Proceeds and Sales Proceeds with respect to the Managed Containers. The Manager shall be permitted to require the Indenture Trustee to withdraw from amounts on deposit in the Trust Account on each Payment Date, or otherwise net out from amounts otherwise required to be deposited by the Manager in the Trust Account in accordance with the provisions of Section 5.1 and 5.2 of the Management Agreement, the amount of any combination Management Fees or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date. (c) On or prior to each Determination Date, the Issuer shall cause the Manager, pursuant to Section 4.1.2 of accounts the Management Agreement, to prepare and deliver the Manager Report. On each Payment Date, the Indenture Trustee, based on the Manager Report (upon which Manager Report the Indenture Trustee shall be entitled to conclusively rely), shall distribute from the Trust Account an amount equal to the sum of (i) all amounts representing the Net Operating Income of the Eligible Containers received during the related Collection Period, (ii) all other amounts received by the Issuer subsequent to the immediately preceding Payment Date, (iii) all amounts transferred from the Restricted Cash Account in accordance with the provisions of Section 306 hereof; provided that the amounts described in this clause (iii) may be used only to make the payments described in Section 306 hereof, (iv) any earnings on Eligible Investments in the Trust Account, the Restricted Cash Account and any Series Accounts, (v) all Manager Advances made by the Manager in accordance with the terms of the Management Agreement subsequent to the immediately preceding Payment Date, (vi) the net amount received by the Issuer pursuant to any Hedge Agreement then in effect and (vii) if so directed by the Issuer, amounts, proceeds and funds contemplated by Section 302(f) (unless the Issuer directs otherwise, the amounts and proceeds contemplated by this clause (vii) shall be applied only in respect of principal on Notes of one or book entries more Series) (the sum of the amounts described in clauses (i) through (vii) collectively, the “Available Distribution Amount”), to the following Persons, by wire transfer of immediately available funds, in the order of priority listed below (in the absence of any Manager Report, the Indenture Trustee shall distribute the Available Distribution Amount in accordance with written instructions from the Administrative Agent (with a copy to the Issuer, each Series Enhancer and each Hedge Counterparty) and shall hold until delivery of the Manager Report (i) any funds otherwise payable due to the Issuer and (ii) above. Any manner or manners in any other amounts which the Trust Account Administrative Agent is maintained may at unable to ascertain or allocate to a specific payment priority set forth in this Indenture): (I) If no Early Amortization Event or Event of Default shall have occurred and shall then be continuing: (1) To the Indenture Trustee, an amount equal to the sum of (A) all the Indenture Trustee’s Fees then due and payable for all Series then Outstanding (subject to the per annum dollar limitation in Section 905) and (B) any time be changed without notice toamounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereof; (2) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum) (3) To the Manager, or an amount equal to the approval sum of: (i) the Management Fee then due and payable, Holders (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Certificates Transaction Documents; (4) To the Manager, reimbursement for any Manager Advances; (5) To the Administrative Agent, the Administrative Agent Fees then due and payable; (6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Two Hundred Thousand Dollars ($200,000); (7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (8) To each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect. (9) To each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds held do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the Trust Fund bysame proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date; (10) To the Restricted Cash Account (if such account has been opened), or an amount sufficient so that the total amount on deposit therein, is equal to the Restricted Cash Amount for such Payment Date; (11) To each of the account offollowing on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”), each as defined in the manner provided for related Hedge Agreement, where the related Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in clause the related Hedge Agreement) pursuant to the terms of any Hedge Agreement then in effect, and (ii) aboveto each Series Account for each Series of Notes then Outstanding in accordance with the provisions of Section 302(d), 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 Minimum Principal Payment Amounts for each 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.Series;

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 Purchaser has at least $57,500,000 in the name trust fund established by the Purchaser for the benefit of its public stockholders in a United States-based account at the Trustee on behalf of the Wilmington Trust Fund that shall collectively be Company (the “Trust Account,”), which is established by and maintained by the Trustee, and such monies are invested in “government securities” (iias such term is defined in the Investment Company Act of 1940, as amended) and held in lieu of maintaining any such account or accounts, maintain trust by the Trustee pursuant to the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect 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 Uncertificated REMIC Interests Trust Agreement in the Purchaser SEC Documents to be inaccurate or that would entitle any Person (other than Purchaser Shareholders holding Purchaser Shares sold in Purchaser’s IPO who shall have elected to redeem their Purchaser Shares pursuant to Purchaser’s Organizational Documents and all investments the underwriters of Purchaser’s IPO with respect to deferred underwriting commissions) to any such amounts as being held by it in its capacity as Securities Administrator for the benefit portion of the Holders proceeds in the Trust Account. 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 byAccount may be released other than to pay Taxes and payments with respect to all Purchaser Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Purchaser Parties, threatened with respect to the Trust Account. Purchaser 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 Effective Time, the obligations of Purchaser to dissolve or liquidate pursuant to Purchaser’s Organizational Documents shall at all times terminate, and as of the Effective Time, Purchaser shall have no obligation whatsoever pursuant to Purchaser’s Organizational Documents to dissolve and liquidate the assets of Purchaser by reason of the consummation of the transactions contemplated hereby. As of the date hereof, following the Effective Time, no Purchaser Shareholder shall 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 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 Purchaser Shareholder is exercising a Purchaser 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 herein and the compliance by the Company with its respective obligations hereunder, Purchaser has no 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 available to Purchaser at 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 CertificatesEffective Time.

Trust Account. (a) On or before prior to the Issue Closing Date, the Securities Administrator Indenture Trustee shall either establish and maintain the Trust Account into which the following amounts shall be deposited: (i) open all Collections, (ii) Warranty Purchase Amounts and (iii) other payments required by this Indenture and other Related Documents to be deposited therein. Such Trust Account shall initially be established and maintained with a depository institution one or more the Corporate Trust Office in trust accounts in for the name of the Trustee Indenture Trustee, on behalf of the Trust Fund that Noteholders and each Interest Rate Hedge Provider, and shall collectively be maintained until the “Trust Account,” (ii) Aggregate Outstanding Obligations are paid in lieu of maintaining any such account or accounts, maintain the full. 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 identifiedan Eligible Account and shall be pledged to the Indenture Trustee pursuant to the terms of this Indenture. To The Issuer shall not establish any additional Trust Accounts without prior written notice to the extent that Indenture Trustee and without the prior written consent of the Requisite Global Majority. (b) The Issuer shall direct the Manager to deposit funds into the Trust Account is maintained by at the Securities Administrator times and in the manner amounts required pursuant to the terms of the Management Agreement and the Intercreditor Agreement. So long as no Manager Default shall have occurred and then be continuing, the Manager shall be permitted to request the Indenture Trustee to withdraw from amounts on deposit in the Trust Account, or otherwise net out, from amounts otherwise required to be deposited into the Trust Account pursuant to Section 302(a) the amount of any Management Fees or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date. (c) On each Determination Date, the Manager, shall prepare and deliver to the Issuer, the Indenture Trustee and the Administrative Agent, the Manager Report. On each Payment Date, the Indenture Trustee, based on the Manager Report (provided that, in the absence of any Manager Report, the Indenture Trustee shall distribute all funds available for distribution in accordance with written instructions from the Administrative Agent and shall hold until delivery of such Manager Report or such written instructions from the Administrative Agent (i) any funds otherwise payable to the Issuer and (ii) any other amounts which the Administrative Agent is unable to ascertain or allocate to a specific payment priority set forth in this Indenture), shall distribute funds in an amount equal to the Available Distribution Amount to the following Persons in the following order of priority: (I) On each Payment Date, if neither an Early Amortization Event nor an Event of Default shall have occurred and then be continuing: (1) To the Indenture Trustee by wire transfer of immediately available funds (A) all Indenture Trustee Fees (including any out of pocket expenses of the Indenture Trustee) then due and payable for all Series then Outstanding and (B) any Indenture Trustee Indemnified Amounts (the sum of (A) and (B) not to exceed $40,000 annually, with respect to each Series of Notes then Outstanding); (2) To the Manager Transfer Facilitator, the amount of any Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts (not to exceed annually the sum of $40,000 less any amounts paid in clause (1) above) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement); (3) To the Independent Management Provider by wire transfer of immediately available funds (not to exceed $25,000 annually), all Independent Management Provider Fees then due and payable for all Series then Outstanding; (4) To the Manager, any unpaid Management Fees and any Management Fee Arrearages and any unreimbursed Manager Advances, to the extent not withheld by the Manager in accordance with the terms of the Management Agreement; (5) To the Issuer to pay Issuer Expenses (in an aggregate amount not to exceed $250,000 annually) to the extent such payments would not result in the occurrence of an Early Amortization Event or an Event of Default; (6) To the Administrative Agent, the amount of Administrative Agent Fee (and any arrearages thereof) then due and payable; (7) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof; (8) In payment of the following amounts on a pro rata basis: to each Series Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments then due and payable for such Series; (9) To the Restricted Cash Account, the amount (if any) necessary to restore amounts on deposit therein to the Restricted Cash Amount for such Payment Date; (10) To the Series Account for each Series of Notes then Outstanding and subject to the provisions of Section 302(d), an amount equal to the Minimum Principal Payment Amounts then due and payable for such Series; (11) Each of the following on a pro rata and pari passu basis (based on amounts then due), (i) to the Series Account for each Series of Notes then Outstanding and subject to the provisions of Section 302(d), an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series and (ii) aboveto each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all references herein remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to deposits clause (7) above); (12) To the Series Account for each Series of Notes in accordance with the provisions of Section 302(e) hereof, an amount equal to the Supplemental Principal Payment Amount then due and withdrawals payable; (13) To each Series Account for each Series of Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts then due and payable to the Noteholders of such Series, including, without limitation, the Step Up Warehouse Fee, increased costs, taxes, indemnity payments and other amounts (including additional principal payment amounts) identified in the related Supplement; (14) To the Independent Management Provider, any remaining unpaid amounts due and payable; (15) To the Indenture Trustee, the amount of any unpaid Indenture Trustee Fees, expenses and Indenture Trustee Indemnified Amounts to the extent not paid pursuant to clause (1) above; (16) To the Manager Transfer Facilitator, the amount of any unpaid Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement) to the extent not paid pursuant to clause (2) above; (17) To the officers and directors of the Issuer, the amount of any unpaid indemnification payments then due and payable to them by the Issuer; (18) To the Manager in the amount of any unpaid indemnification payments payable to the Manager pursuant to the Management Agreement; and (19) To the Issuer (or its designee), any remaining Available Distribution Amount. (II) On each Payment Date, if an Early Amortization Event shall have occurred and then be continuing with respect to any Series then Outstanding, but no Event of Default has occurred and is continuing: (1) To the Indenture Trustee by wire transfer of immediately available funds, (A) all Indenture Trustee Fees (including any out of pocket expenses of the Indenture Trustee) then due and payable for all Series then Outstanding and (B) all Indenture Trustee Indemnified Amounts (the sum of (A) and (B) not to exceed $40,000 annually, with respect to each Series of Notes then Outstanding); (2) To the Manager Transfer Facilitator, the amount of any Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts (not to exceed annually the sum of $40,000 less any amounts paid in clause (1) above)) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement); (3) To the Independent Management Provider by wire transfer of immediately available funds (not to exceed $25,000 annually), all Independent Management Provider Fees then due and payable for all Series then Outstanding; (4) To the Manager, any unpaid Management Fees and any Management Fee Arrearages and any unreimbursed Manager Advances, to the extent not withheld by the Manager in accordance with the terms of the Management Agreement; (5) To the Issuer, to pay Issuer Expenses (in an aggregate amount not to exceed $250,000 annually) to the extent such payments would not result in the occurrence of an Event of Default; (6) To the Administrative Agent, the amount of Administrative Agent Fee (and any arrearages thereof) then due and payable; (7) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof; (8) In payment of the following amounts on a pro rata basis: to each Series Account for each Series of Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to the Interest Payments then due and payable for such Series; (9) To the Restricted Cash Account, the amount (if any) necessary to restore amounts on deposit therein to the Restricted Cash Amount for such Payment Date; (10) To the Series Account for each Series of Notes then Outstanding and subject to the provisions of Section 302(d) hereof, an amount equal to the Minimum Principal Payment Amounts then due and payable for such Series; (11) Each of the following on a pro rata and a pari passu basis (based on amounts then due), all remaining Available Distribution Amount, (1) to the Series Account for each Series of Notes then Outstanding and subject to the provisions of Section 302(d) hereof, an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series and (2) to each Interest Rate Hedge Provider, the remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (7) above), until such amounts are paid in full; (12) To each Series Account for each Series of Notes then Outstanding (other than the Series Account for any Series of Warehouse Notes for which a Conversion Event has not occurred) on a pro rata basis (based on the unpaid principal balance then Outstanding), until the principal balance of all Notes then Outstanding are paid in full; (13) To each Series Account for each Series of Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts then due and payable to the Noteholders of such Series, including, without limitation, Step Up Warehouse Fee, Default Interest, increased costs, taxes and indemnity payments identified in the related Supplement; (14) To the Independent Management Provider, any remaining unpaid amounts due and payable; (15) To the Indenture Trustee, the amount of any unpaid Indenture Trustee Fees, expenses and Indenture Trustee Indemnified Amounts to the extent not paid pursuant to clause (1) above; (16) To the Manager Transfer Facilitator, the amount of any unpaid Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement) to the extent not paid pursuant to clause (2) above; (17) To the officers and directors of the Issuer, the amount of any unpaid indemnification payments then due and payable to them by the Issuer; (18) To the Manager in the amount of any unpaid indemnification payments payable to the Manager pursuant to the Management Agreement; and (19) To the Issuer (or its designee), any remaining Available Distribution Amount. (III) On each Payment Date, if an Event of Default shall have occurred and then be continuing with respect to any Series then Outstanding, the Indenture Trustee will make the following payments 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 Available Distribution Amount then on deposit in the Trust Account to the following Persons in the following order of priority: (1) To the Indenture Trustee by wire transfer of immediately available funds (A) all distributions in respect Indenture Trustee Fees (including any out of pocket expenses of the Uncertificated REMIC Interests received Indenture Trustee) then due and payable for all Series then Outstanding and (B) all Indenture Trustee Indemnified Amounts (the sum of (A) and (B) not to exceed $75,000 annually, with respect to each Series of Notes then Outstanding); (2) To the Manager Transfer Facilitator, the amount of any Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts (not to exceed annually the sum of $75,000 less any amounts paid in clause (1) above) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement); (3) To the Independent Management Provider by it as Securities Administrator hereunder. All wire transfer of immediately available funds (not to exceed $25,000 annually), all Independent Management Provider Fees then due; (4) To the Manager, any unpaid Management Fees and any Management Fee Arrearages to the extent not withheld by the Manager in accordance with the terms of the Management Agreement; (5) To the Issuer, to pay Issuer Expenses (in an aggregate amount not to exceed $250,000 annually); (6) To the Administrative Agent, the amount of Administrative Agent Fee (and any arrearages thereof) then due and payable; (7) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof; (8) In payment of the following amounts on a pro rata basis: to each Series Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments then due and payable for such distributions deposited from time Series; (9) One of the following: (A) if the Notes of any Series then Outstanding have been accelerated, each of the following on a pro rata and a pari passu basis (based on amounts then due), all remaining Available Distribution Amount, (1) to time each Series Account, the then unpaid principal balance of the related Notes (pro rata based on the amounts unpaid on the date on which such Event of Default first occurs) and (2) to each Interest Rate Hedge Provider, the remaining amounts then due and payable under the related Interest Rate Hedge Agreement, until such amounts are paid in full; or (B) if none of the Notes of any Series then Outstanding has been accelerated, each of the following on a pro rata and a pari passu basis (based on amounts then due), all remaining Available Distribution Amount, (1) to the Series Account for each Series of Notes then Outstanding (pro rata based on the amounts unpaid on the date on which such Event of Default occurs) the then unpaid principal balances of all Notes then Outstanding are paid in full and (2) to each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (7) above); (10) To each Series Account for each Series of Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts then due and payable to the Noteholders of such Series, including, without limitation, Step Up Warehouse Fee, Default Interest, increased costs, taxes and indemnity payments identified in the Trust Account related Supplement; (11) To the Indenture Trustee, the amount of any unpaid Indenture Trustee Fees, expenses and all investments made with such moneysIndenture Trustee Indemnified Amounts to the extent not paid pursuant to clause (1) above; (12) To the Manager Transfer Facilitator, the amount of any unpaid Manager Transfer Facilitator Fee (including all income or other gain from such investments, shall be held by any reimbursements and indemnification amounts) payable to 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.Manager Transfer Facilitator p

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 (a) The Issuer shall establish and maintain so long as any Outstanding Obligation remains unpaid the Trust Account into which the Issuer shall deposit (or before cause to be deposited) all of the Issue Date, the Securities Administrator shall either following amounts: (i) open all amounts representing Estimated Net Operating Income (and adjustments thereof), Casualty Proceeds and Sales Proceeds with a depository institution one or more respect to the Managed Containers received from the Manager pursuant to the terms of the Management Agreement, (ii) all Manager Advances, (iii) all amounts received by the Issuer pursuant to the terms of all Hedge Agreements then in effect, and (iv) other payments specified to be deposited therein pursuant to the terms of this Indenture and the other Transaction Documents. Such Trust Account shall initially be established and maintained with the Corporate Trust Office of the Indenture Trustee in trust accounts for the Indenture Trustee, on behalf of the Noteholders, each Hedge Counterparty and each Series Enhancer, until all Outstanding Obligations are paid in full. The Trust Account shall at all times be an Eligible Account, shall be in the name of the Issuer and shall be pledged to the Indenture Trustee on behalf pursuant to the terms of this Indenture. The Issuer shall not establish any additional Trust Accounts without (in each instance) prior written notice to the Trust Fund that Indenture Trustee and each Series Enhancer, if any. (b) The Issuer shall collectively be cause 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 Manager to deposit into the Trust Account in accordance with the form provisions of Section 5.1 and 5.2 of the Management Agreement amounts representing the Estimated Net Operating Income (and adjustments thereof), Casualty Proceeds and Sales Proceeds with respect to the Managed Containers. The Manager shall be permitted to require the Indenture Trustee to withdraw from amounts on deposit in the Trust Account on each Payment Date, or otherwise net out from amounts otherwise required to be deposited by the Manager in the Trust Account in accordance with the provisions of Section 5.1 and 5.2 of the Management Agreement, the amount of any combination Management Fees or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date. (c) On or prior to each Determination Date, the Issuer shall cause the Manager, pursuant to Section 4.1.2 of accounts the Management Agreement, to prepare and deliver the Manager Report. On each Payment Date, the Indenture Trustee, based on the Manager Report and in accordance with the terms of this Indenture and each Supplement, shall distribute from the Trust Account an amount equal to the sum of (i) all amounts representing the Net Operating Income of the Eligible Containers received during the related Collection Period, (ii) all other amounts received by the Issuer subsequent to the immediately preceding Payment Date, (iii) all amounts transferred from the Restricted Cash Account in accordance with the provisions of Section 306 hereof; provided that the amounts described in this clause (iii) may be used only to make the payments described in Section 306 hereof, (iv) all amounts transferred from the Temporary Loss Account in accordance with the provisions of Section 311(b)(i) and 311(b)(iii) hereof, (v) any earnings on Eligible Investments in the Trust Account, the Restricted Cash Account and any Series Accounts, (vi) all Manager Advances made by the Manager in accordance with the terms of the Management Agreement subsequent to the immediately preceding Payment Date, (vii) the net amount received by the Issuer pursuant to any Hedge Agreement then in effect and (viii) if so directed by the Issuer, amounts, proceeds and funds contemplated by Section 302(f) (unless the Issuer directs otherwise, the amounts and proceeds contemplated by this clause (viii) shall be applied only in respect of principal on Notes of one or book entries more Series) (the sum of the amounts described in clauses (i) through (viii) collectively, the "Available Distribution Amount"), to the following Persons, by wire transfer of immediately available funds, in the order of priority listed below (in the absence of any Manager Report, the Indenture Trustee shall distribute the Available Distribution Amount in accordance with written instructions from the Administrative Agent (with a copy to the Issuer, each Series Enhancer and each Hedge Counterparty) and shall hold until delivery of the Manager Report (i) any funds otherwise payable due to the Issuer and (ii) above. Any manner or manners in any other amounts which the Trust Account Administrative Agent is maintained may at unable to ascertain or allocate to a specific payment priority set forth in this Indenture): (I) If no Early Amortization Event or Event of Default shall have occurred and shall then be continuing: (1) To the Indenture Trustee, all the Indenture Trustee's Fees then due and payable for all Series then Outstanding (subject to the per annum dollar limitation in Section 905); (2) To the Administrative Agent, the Administrative Agent Fees then due and payable; (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any time be changed without notice toManagement Fee Arrearage, or and (iii) any Excess Deposit then due and payable, but in each case only to the approval of, Holders extent not previously withheld by the Manager in accordance with the terms of the Certificates Transaction Documents; (4) To the Manager, reimbursement for any Manager Advances; (5) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as funds held the aggregate amount paid pursuant to this clause (5) in any calendar year would not exceed one million Dollars ($1,000,000); (6) To each Series Enhancer, pro rata based on the Trust Fund by, or for the account ofamount of Premiums then due and payable, the Securities Administrator shall at all times be identified. amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (7) To each of the extent that following on a pro rata basis: (i) to each Series Account for each Series of Notes then Outstanding, an amount equal to the Trust Account is maintained by the Securities Administrator in the manner provided Priority Payments for in clause each such Series and (ii) to each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect. If sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date; (8) To the Restricted Cash Account, an amount sufficient so that the total amount on deposit therein, is equal to the Restricted Cash Amount for such Payment Date; (9) To each Series Account for each Series of Notes then Outstanding in accordance with the provisions of Section 302(d), all Minimum Principal Payment Amounts for each such Series; (10) To each Series Account for each Series of Notes then Outstanding in accordance with the provisions of Section 302(d), all Scheduled Principal Payment Amounts for each such Series; (11) To each Series Account for each Series of Notes then Outstanding, an amount equal to the Supplemental Principal Payment Amounts for each Series (subject to the terms of Section 702(a)); (12) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (7) above and (y) termination payments resulting from the breach of the applicable Hedge Agreement by such Hedge Counterparty) pursuant to the terms of any Hedge Agreement then in effect, (ii) to the Noteholders and any Series Enhancer, interest payments on the Notes not paid pursuant to clause (7) above and any Indemnity Amounts or other amounts then due and payable and (iii) to the Indenture Trustee, any Indenture Trustee's Fees then due and payable, after giving effect to the payment made pursuant to clause (1) above but not subject to the per annum dollar limitation in Section 905; (13) To each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments resulting from the breach of the applicable Hedge Agreement by such Hedge Counterparty but excluding any payments made pursuant to clause (7) or (12) above) pursuant to the terms of any Hedge Agreement then in effect; (14) To each of the following on a pro rata basis: (i) to the Issuer, the amount of any indemnity payments payable to the officers, directors and/or managers of the Issuer required to be made by the Issuer, and (ii) to the Manager, the amount of any officer and director indemnity payments required to be made by the Manager; (15) To the Issuer, any remaining Available Distribution Amount which may be used by the Issuer for any purpose, including, without limitation, general corporate purposes, the distribution of dividends, repayment of debt, paying fees and expenses or any other purpose in the sole discretion of the Issuer. (II) If an Early Amortization Event shall then be continuing, but no Event of Default shall then be continuing (or an Event of Default has occurred but the Notes have not been accelerated in accordance with Section 802 hereof): (1) To the Indenture Trustee, all the Indenture Trustee's Fees then due and payable for all Series then Outstanding (subject to the per annum dollar limitation in Section 905); (2) To the Administrative Agent, the Administrative Agent Fees then due and payable; (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents; (4) To the Manager, reimbursement for any Manager Advances; (5) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses, so long as the aggregate amount paid pursuant to this clause (5) in any calendar year would not exceed one million Dollars ($1,000,000); (6) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (7) To each of the following on a pro rata basis: (i) to each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments (including reimbursements and interest thereon payable to any related Series Enhancer) for each such Series and (ii) to each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect. If sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then outstanding on such Payment Date; (8) To the Restricted Cash Account, an amount sufficient so that the total amount on deposit therein is equal to the Restricted Cash Amount for such Payment Date; (9) To each Series Account for each Series of Notes then Outstanding in accordance with the provisions of Section 302(d), all Minimum Principal Payment Amounts for each such Series; (10) To each Series Account for each Series of Notes then Outstanding in accordance with the provisions of Section 302(d), all Scheduled Principal Payment Amounts for each such Series; (11) To each Series of Notes then Outstanding, pro rata based on unpaid principal amounts, until all Series of Notes have been paid in full; (12) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any other unpaid amounts owing by the Issuer (including termination payments but excluding (x) any payments made pursuant to clause (7) above and (y) termination payments resulting from the breach of the applicable Hedge Agreement by such Hedge Counterparty) then due and payable pursuant to the terms of any Hedge Agreement then in effect, (ii) to the Indenture Trustee, any Indenture Trustee's Fees then due and payable, after giving effect to the payment made pursuant to clause (1) above but not subject to the per annum dollar limitation in Section 905, and (iii) to each Series Account, the following amounts: (A) for each Series of Notes then Outstanding, an amount equal to any increased costs, funding costs, breakage costs, taxes, other indemnification payments and any other unpaid Reimbursement Amount then due and owing to the related Series Enhancer pursuant to the terms of the related Enhancement Agreement and the Transaction Documents for such Series pro rata based on such amounts due for such Series of Notes then Outstanding, and (B) an amount equal to any Default Fee or any other amounts then due and owing to the Noteholders pursuant to the terms of the related Supplement, plus indemnity payments, increased costs and taxes pro rata based on such amounts due for such Series of Notes then Outstanding; (13) To each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments resulting from the breach of the applicable Hedge Agreement by such Hedge Counterparty but excluding any payments made pursuant to clause (7) or (12) above) pursuant to the terms of any Hedge Agreement then in effect; (14) To each of the following on a pro rata basis: (i) to the Issuer, the amount of any indemnity payments payable to the officers, directors and/or managers of the Issuer required to be made by the Issuer and (ii) to the Manager, the amount of any officer or director indemnity payments required to be made by the Manager; and (15) To the Issuer, any remaining Available Distribution Amount which may be used by the Issuer for any purpose, including, without limitation, general corporate purposes, the distribution of dividends, repayment of debt, paying fees and expenses or any other purpose in the sole discretion of the Issuer. (d) If on any Payment Date described in section (c)(I) above, there are not sufficient funds to pay, in full, the Minimum Principal Payment Amounts and/or Scheduled Principal Payment Amounts owing to all references herein Series of Notes then Outstanding, as the case may be, then, subject to deposits the priority of payments set forth in (c)(I) above, any such principal payments having the same payment priority will be paid, in full, to the Series first issued (based on their respective dates of issuance or Conversion Dates, as applicable) in chronological order based on their respective dates of issuance or Conversion Dates, as applicable. For purposes of this Section 302(d) only, any Series which was originally designated as Warehouse Notes and withdrawals from is subsequently considered to be a Series of Term Notes due to the Trust Account shall occurrence of the Conversion Date for such Series will be deemed to refer have an issuance date equivalent to credits and debits its Conversion Date. If two or more Series of the Notes were issued on the same date or have the same Conversion Date, then principal payments having the same payment priority will be allocated among each such Series, on a pro rata basis, based on the principal payments then due with respect to such Series. If on any Payment Date described in section (c)(II) above, there are not sufficient funds to pay, in full, all Minimum Principal Payment Amounts owing to all Series of Notes then Outstanding, then amounts available for the payment of Minimum Principal Payment Amounts pursuant to the related books priority of payments set forth in (c)(II) above shall be allocated among all Series of Notes for which Minimum Principal Payment Amounts are owing on such Payment Date on a pro rata basis, calculated based on the amount of the Securities AdministratorMinimum Principal Payment Amounts then owing to each such Series. The Securities Administrator shall deposit If on any Payment Date described in the Trust Account all distributions section (c)(II) above, there are not sufficient funds to pay, 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 moneysfull, 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 the Trust Account with a depository institution one or more trust accounts Well▇ ▇▇▇go Bank National Association. The Trust Account shall be in the name of the Trustee Indenture Trustee, on behalf of the Noteholders, any Eligible Interest Rate Swap Counterparty and any Series Enhancer, pursuant to the terms of this Indenture. Neither the Issuer nor the Indenture Trustee shall establish any additional 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 Accounts without prior written consent of the Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its capacity as Securities Administrator for Deal Agent. (b) On or prior to 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 ofClosing Date, the Securities Administrator Issuer shall at all times be identified. To direct the extent that the Trust Account is maintained by the Securities Administrator in the manner provided for in clause (ii) above, all references herein Head Lessee 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 when due (but in no event later than the Determination Date), all distributions payments required to be deposited therein by this Indenture and the other Related Documents. (c) Pursuant to the Management Agreement, the Manager is required to deliver to the Indenture Trustee all calculations and allocations required by the Manager Report. On each Payment Date, the Indenture Trustee, based on the Manager Report provided that, in respect the absence of any Manager Report, the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited Indenture Trustee shall distribute all funds from time to time in the Trust Account and all investments made available for distribution in accordance with such moneys, including all income or other gain from such investmentsthe written direction of the Deal Agent, shall be held distribute funds in an amount equal to the Available Distribution Amount to the following Persons in the following order of priority: (1) To the extent not sufficient on a pro rata basis: (A) to the Indenture Trustee by wire transfer of immediately available funds, all Indenture Trustee's Fees and Indenture Trustee Indemnified Amounts then due and payable for all Series then Outstanding, to the extent not paid by the Securities Administrator Manager not to exceed $20,000 annually, and (B) to the Back-up Manager, any Back-up Manager Fee than due and payable; (2) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, an amount equal to the sum of (i) any payments (other than termination payments) then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect and (ii) any termination payment then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect to the extent (but only to the extent) that such termination payments were not caused by a default by the related Eligible Interest Rate Swap Counterparty; (3) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Senior Class Priority Payments (including reimbursements payable to any Series Enhancer for interest previously paid provided for in the Trust related Enhancement Agreement) for each such Series. If sufficient funds do not exist to pay in full all such Senior Class Priority Payments, such amounts shall be allocated among the Series of Senior Notes in the same proportion as the ratio of (x) the Senior Class Priority Payments of a particular Series of Senior Notes then Outstanding to (y) the aggregate Senior Class Priority Payments of all Series of Senior Notes then Outstanding; (4) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Subordinate Class Priority Payments for each such Series. If sufficient funds do not exist to pay in full all such Subordinate Class Priority Payments, such amounts shall be allocated among the Series of Subordinate Notes in the same proportion as part the ratio of (x) the Subordinate Class Priority Payments of a particular Series of Subordinate Notes then Outstanding to (y) the aggregate Subordinate Class Priority Payments of all Series of Subordinate Notes then Outstanding; (5) To the Issuer, the Partnership Priority Payments and the amounts required to be paid pursuant to the Head Lessor Margin Letter; (6) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to the Principal Payment Amounts for such Series; (7) To the Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Principal Payment Amounts for such Series; (8) To the Issuer, an amount equal to the Partnership Preferred Capital Payments; (9) To the Series Account for each Series of Senior Notes then Outstanding, that Series pro rata portion (based on then unpaid principal balances of such Senior Notes) of any Prepayment permitted or required pursuant to the provisions of Section 702 hereof; (10) To the Series Account for each Series of Subordinate Notes then Outstanding, that Series pro rata portion (based on then unpaid principal balances of such Subordinate Notes) of any Prepayment permitted or required pursuant to the provisions of Section 702 hereof; (11) To the Series Account for each Series of Notes then Outstanding, that Series pro rata portion (based on then unpaid principal balances of such Notes) of any Prepayment permitted or required pursuant to the provisions of Section 702 hereof; (12) To the Series Account for each Series of Senior Notes then Outstanding, an amount equal to any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the Trust Fund as herein providedrelated Supplement for such Series; (13) To the Series Account for each Series of Subordinate Notes then Outstanding, subject an amount equal to withdrawal any Indemnity Amounts (including indemnities owing to the Series Enhancer, the Deal Agent and each Noteholder) then due and owing pursuant to the terms of the related Supplement for such Series; (14) To the Issuer, an amount equal to any Indemnity Amounts then due and owing pursuant to the terms of the Partnership Agreement; (15) To each Eligible Interest Rate Swap Counterparty, on a pro rata basis, the amount of any unpaid termination payments then due and payable pursuant to the terms of any Interest Rate Swap Agreement then in effect; (16) To the Indenture Trustee by wire transfer of immediately available funds, all remaining unpaid Indenture Trustee's Fees and Indenture Trustee's Indemnified Amounts then due and payable (after giving effect to any payments made pursuant to clause (1); and (17) To the Securities Administrator for distributions on Issuer, any remaining Available Distribution Amount. (d) If any Series has more than one Class of Senior Notes then Outstanding, then the Certificatesportion of Head Lessor Collections and other amounts allocable to such Series in accordance with Section 302(c) shall be calculated without regard to the payment priorities of the Classes of Senior Notes within such Series. If any Series has more than one Class of Subordinate Notes then Outstanding, then the portion of Head Lessor Collections and other amounts allocable to such Series in accordance with Section 302(c) shall be calculated without regard to the payment priorities of the Classes of Subordinate Notes within such Series. Once such Head Lessor Collections have been allocated to each Series, then that portion of the Head Lessor Collections allocable to such Series shall be paid to each Class of Noteholders of such Series in accordance with the priority of payments set forth in the related Supplement.

Trust Account. On or before (a) In order to secure the Issue Dateobligations of the Reinsurer hereunder, the Securities Administrator Ceding Company and the Reinsurer shall either enter into a trust agreement, pursuant to which the Reinsurer as grantor shall establish a trust account (ithe "TRUST ACCOUNT") 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 Ceding Company in substantially the Certificates or form as attached hereto as EXHIBIT B (iii) maintain "TRUST AGREEMENT"). The trustee for the Trust Account in the form of any combination of accounts or book entries described in clauses ("TRUSTEE") (i) shall be a Qualified United States Financial Institution authorized to act as a fiduciary of a trust and (ii) aboveshall not be a parent, subsidiary or Affiliate of the Ceding Company or the Reinsurer. Any manner The Trust Account shall be clearly designated as a segregated account on the books, records and information systems of the Trustee. On the date this Agreement is executed , pursuant to Section 3.1(c), the Reinsurer (or manners in which the Ceding Company on its behalf) shall deposit into the Trust Account is maintained may at any time be changed without notice to, or Authorized Investments (defined below) having a Statutory Book Value equal to the approval of, Holders Trust Required Balance as of the Certificates so long as funds held Effective Date. (b) Assets deposited 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 valued according to refer to credits their current Statutory Book Value, and debits to the related books shall consist only of cash (United States legal tender), certificates of deposit (issued by a United States bank and payable in United States legal tender), investments of the Securities Administrator. The Securities Administrator shall deposit types permitted by the laws of the State of Indiana for domestic insurers in the State of Indiana as in effect as of the date hereof, or any combinations of the above ("AUTHORIZED INVESTMENTS"). (c) Prior to depositing assets in the Trust Account all distributions in respect of Account, the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in Reinsurer shall, or, if the Ceding Company is depositing assets into 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 on behalf of the Trust Fund as herein providedReinsurer, subject the Ceding Company shall execute assignments or endorsements in blank, or transfer legal title to withdrawal by the Securities Administrator for distributions on Trustee of all shares, obligations or any other assets requiring assignments, in order that the CertificatesCeding Company, or the Trustee upon the direction of the Ceding Company, may whenever necessary negotiate these assets without consent or signature from the Reinsurer or any other entity.

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 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. (a) On or before prior to the Issue Effective Date of the first Series, the Issuer shall establish and maintain the Trust Account into which all Collections (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 corresponding amount has previously been paid by the Issuer, Seller or Servicer to the Trust Account), Prepayments after an Early Amortization Event, Prepayments designated by the Issuer to be deposited in the 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 Noteholders and any Series Enhancer, until the Aggregate Outstanding Obligations are paid in full. The Trust Account shall be an Eligible Account and shall be pledged to the 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 Eligible Engines; PROVIDED, HOWEVER, that indemnification payments and liability insurance payments received by the Issuer or the Servicer shall not be deposited in the Trust Account but shall be paid directly to the Person entitled to such indemnification or insurance payment. The Issuer shall not establish any additional Trust Accounts without prior written notice to the Indenture Trustee. (b) By not later than each Determination Date, the Securities Administrator Servicer, pursuant to the Servicing Agreement, shall either instruct in writing the Indenture Trustee to allocate all Collections and Prepayments for the related Collection Period then on deposit in the Trust Account to each Series Account (iPROVIDED, HOWEVER, that the Servicer shall instruct in writing the Indenture Trustee to allocate any Maintenance Reserve Payments and Security Deposits directly to each Engine Reserve Account and Security Deposit Account, respectively, for each Series) open by specifically identifying such Collections and Prepayments (and such Maintenance Reserve Payments and Security Deposits) to a particular Eligible Engine and then instructing in writing the Indenture Trustee to allocate all of such amounts to the Series Account, the Engine Reserve Account and the Security Deposit Account for the Series to which such Eligible Engine is pledged. In addition, the Servicer shall instruct in writing the Indenture Trustee to allocate any earnings on Eligible Investments in the Trust Account to the Series Account for each Series then Outstanding in the same proportion as the ratio of the Outstanding Obligations of such Series to the Aggregate Outstanding Obligations. (c) If any Series has more than one Class of Notes then Outstanding, then the portion of the investment earnings in the Trust Account allocable to such Series pursuant to Section 303(b) shall be calculated without giving effect to the payment priorities of the Classes of such Series. Once such Collections and investment earnings have been allocated to each Series, then that portion of the Collections allocable to such Series shall be paid to each Class of Noteholders of such Series in accordance with a depository institution one the priority of payments set forth in the related Supplement. Section 304. INVESTMENT OF MONIES HELD IN THE TRUST ACCOUNT, THE RESTRICTED CASH ACCOUNT, ENGINE RESERVE ACCOUNT, THE SECURITY DEPOSIT ACCOUNT AND SERIES ACCOUNTS. The Indenture Trustee shall invest any cash deposited in the Trust Account, the Engine Reserve Account, the Security Account, the Restricted Cash Account for each Series and each Series Account in such Eligible Investments as the Servicer shall direct in writing or more trust accounts by telephone, confirmed in writing. Each Eligible Investment (including reinvestment of the income and proceeds of Eligible Investments) shall be held to its maturity and shall mature or shall be payable on demand not later than the Business Day immediately preceding the next succeeding Payment Date. If the Indenture Trustee has not received written instructions from the Servicer by 2:30 p.m. (New York time) on the day such funds are received as to the investment of funds then on deposit in any of the aforementioned accounts, the Issuer hereby instructs the Indenture Trustee to invest such funds in overnight investments of the type described in clause (ii) of the definition of Eligible Investments. Any funds in the Trust Account, the Engine Reserve Account, the Security Deposit Account, each Restricted Cash Account and each Series Account not so invested must be fully insured by the Federal Deposit Insurance Corporation. Eligible Investments shall be made 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 the Certificates or (iii) maintain the Trust Account in the form of Noteholders and any combination of accounts or book entries described in clauses (i) and (ii) aboveSeries Enhancer. 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 by, or for the account ofAccount, the Securities Administrator shall at all times be identified. To Engine Reserve Account, the extent that the Trust Security Deposit Account, each Restricted Cash 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 each Series Account shall be deemed to refer to credits retained in each such account and debits to be distributed in accordance with the terms of this Indenture or any 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 CertificatesSupplement.

Trust Account. On or before the Issue Dateissuance of the Certificates, the Securities Administrator ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ Mae for the Securities Administrator for distributions on the Certificatespurposes set forth in Section 5.03.

Trust Account. On (a) The Issuer shall establish and maintain so long as any Outstanding Obligation remains unpaid the Trust Account into which the Issuer shall deposit (or before cause to be deposited) all of the Issue Date, the Securities Administrator shall either following amounts: (i) open all amounts representing Estimated Net Operating Income (and adjustments thereof), Casualty Proceeds and Sales Proceeds with a depository institution one or more respect to the Managed Containers received from the Manager pursuant to the terms of the Management Agreement, (ii) all Manager Advances, (iii) all amounts received by the Issuer pursuant to the terms of all Hedge Agreements then in effect, and (iv) other payments specified to be deposited therein pursuant to the terms of this Indenture and the other Transaction Documents. Such Trust Account shall be established and maintained with the Corporate Trust Office of the Indenture Trustee in trust accounts for the Indenture Trustee, on behalf of the Noteholders, each Hedge Counterparty and each Series Enhancer, until all Outstanding Obligations are paid in full. The Trust Account shall at all times be an Eligible Account, shall be in the name of the Issuer and shall be pledged to the Indenture Trustee on behalf pursuant to the terms of this Indenture. The Issuer shall not establish any additional Trust Accounts without (in each instance) prior written notice to the Trust Fund that Indenture Trustee and each Series Enhancer, if any. (b) The Issuer shall collectively be cause 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 Manager to deposit into the Trust Account in accordance with the form provisions of Section 5.1 and 5.2 of the Management Agreement amounts representing the Estimated Net Operating Income (and adjustments thereof), Casualty Proceeds and Sales Proceeds with respect to the Managed Containers. The Manager shall be permitted to require the Indenture Trustee to withdraw from amounts on deposit in the Trust Account on each Payment Date, or otherwise net out from amounts otherwise required to be deposited by the Manager in the Trust Account in accordance with the provisions of Section 5.1 and 5.2 of the Management Agreement, the amount of any combination Management Fees or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date. (c) On or prior to each Determination Date, the Issuer shall cause the Manager, pursuant to Section 4.1.2 of accounts the Management Agreement, to prepare and deliver the Manager Report. On each Payment Date, the Indenture Trustee, based on the Manager Report (upon which Manager Report the Indenture Trustee shall be entitled to conclusively rely), shall distribute from the Trust Account an amount equal to the sum of (i) all amounts representing the Net Operating Income of the Eligible Containers received during the related Collection Period, (ii) all other amounts received by the Issuer subsequent to the immediately preceding Payment Date, (iii) all amounts transferred from the Restricted Cash Account in accordance with the provisions of Section 306 hereof; provided that the amounts described in this clause (iii) may be used only to make the payments described in Section 306 hereof, (iv) any earnings on Eligible Investments in the Trust Account, the Restricted Cash Account and any Series Accounts, (v) all Manager Advances made by the Manager in accordance with the terms of the Management Agreement subsequent to the immediately preceding Payment Date, (vi) the net amount received by the Issuer pursuant to any Hedge Agreement then in effect and (vii) if so directed by the Issuer, amounts, proceeds and funds contemplated by Section 302(f) (unless the Issuer directs otherwise, the amounts and proceeds contemplated by this clause (vii) shall be applied only in respect of principal on Notes of one or book entries more Series) (the sum of the amounts described in clauses (i) through (vii) collectively, the “Available Distribution Amount”), to the following Persons, by wire transfer of immediately available funds, in the order of priority listed below (in the absence of any Manager Report, the Indenture Trustee shall distribute the Available Distribution Amount in accordance with written instructions from the Administrative Agent (with a copy to the Issuer, each Series Enhancer and each Hedge Counterparty) and shall hold until delivery of the Manager Report (i) any funds otherwise payable due to the Issuer and (ii) above. Any manner or manners in any other amounts which the Trust Account Administrative Agent is maintained may at unable to ascertain or allocate to a specific payment priority set forth in this Indenture): (I) If no Early Amortization Event or Event of Default shall have occurred and shall then be continuing: (1) To the Indenture Trustee, an amount equal to the sum of (A) all the Indenture Trustee’s Fees then due and payable for all Series then Outstanding (subject to the per annum dollar limitation in Section 905) and (B) any time be changed without notice toamounts payable to the Indenture Trustee in accordance with the provisions of Section 403(e) hereof; (2) To the Director Services Provider in the amount of any unpaid fees (to the extent not previously paid) owing pursuant to the Director Services Agreement (not to exceed $25,000 per annum) (3) To the Manager, or an amount equal to the approval sum of: (i) the Management Fee then due and payable, Holders (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Certificates Transaction Documents; (4) To the Manager, reimbursement for any Manager Advances; (5) To the Administrative Agent, the Administrative Agent ▇▇▇▇ then due and payable; (6) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as the aggregate amount paid pursuant to this clause (6) in any calendar year would not exceed Two Hundred Thousand Dollars ($200,000); (7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (8) To each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect. (9) To each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments for each such Series; provided, that if sufficient funds held do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the Trust Fund bysame proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date; (10) To the Restricted Cash Account (if such account has been opened), or an amount sufficient so that the total amount on deposit therein, is equal to the Restricted Cash Amount for such Payment Date; (11) To each of the account offollowing on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the Securities Administrator shall at all times be identified. To the extent that the Trust Account is maintained by the Securities Administrator amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (8) above and (y) termination payments resulting from an “Event of Default” or a “Termination Event” (other than “Illegality” and “Tax Event”), each as defined in the manner provided for related Hedge Agreement, where the related Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in clause the related Hedge Agreement) pursuant to the terms of any Hedge Agreement then in effect, and (ii) aboveto each Series Account for each Series of Notes then Outstanding in accordance with the provisions of Section 302(d), 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 Minimum Principal Payment Amounts for each 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.Series;

Trust Account. On or before (a) The Indenture Trustee has established and will maintain so long as there are any Outstanding Obligations the Issue Date, Trust Account into which the Securities Administrator following amounts shall either be deposited: all (i) open Collections, (ii) Warranty Purchase Amounts and (iii) other payments required by this Indenture and other Related Documents to be deposited therein. Such Trust Account was established and is maintained with a depository institution one or more the Corporate Trust Office in trust accounts in for the name of the Trustee Indenture Trustee, on behalf of the Trust Fund that Noteholders, each Interest Rate Hedge Provider and each Series Enhancer, and shall collectively be maintained until the “Trust Account,” (ii) Aggregate Outstanding Obligations are paid in lieu of maintaining any such account or accounts, maintain the full. 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 identifiedan Eligible Account and shall be pledged to the Indenture Trustee pursuant to the terms of this Indenture. To The Issuer shall not establish any additional Trust Accounts without prior written notice to the extent that Indenture Trustee and without the prior written consent of the Requisite Global Majority. (b) The Issuer shall cause the Manager to deposit funds into the Trust Account is maintained by at the Securities Administrator times and in the manner amounts required pursuant to the terms of the Management Agreement. So long as no Event of Default, Manager Default or an Early Amortization Event of the type described in clauses (1), (2), (3), (4), (5) or (9) of Section 1201 of this Indenture shall have occurred and then be continuing, the Manager shall be permitted to request the Indenture Trustee to withdraw from amounts on deposit in the Trust Account, or otherwise net out, from amounts otherwise required to be deposited into the Trust Account pursuant to Section 302(a) the amount of any Management Fees or Management Fee Arrearage (in each case exclusive of any Subordinated Management Fee) that would otherwise be due and payable on the immediately succeeding Payment Date. (c) On each Determination Date, the Manager, pursuant to the Management Agreement, shall prepare and deliver to the Issuer, the Indenture Trustee, each Interest Rate Hedge Provider, each Series Enhancer and the Administrative Agent, the Manager Report. On each Payment Date, the Indenture Trustee, based on the Manager Report (provided that, in the absence of any Manager Report, the Indenture Trustee shall distribute all funds available for distribution in clause accordance with written instructions from the Administrative Agent (with a copy to the Issuer, each Series Enhancer, each Interest Rate Hedge Provider and the Administrative Agent) and shall hold until delivery of such Manager Report (i) any funds otherwise payable to the Issuer and (ii) aboveany other amounts which the Administrative Agent is unable to ascertain or allocate to a specific payment priority set forth in this Indenture), all references herein shall distribute funds in an amount equal to deposits the Available Distribution Amount to the following Persons in the following order of priority: (I) On each Payment Date, if neither an Early Amortization Event nor an Event of Default shall have occurred and withdrawals then be continuing, the Indenture Trustee will make the following payments 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 Available Distribution Amount then on deposit in the Trust Account to the following Persons in the following order of priority: (1) To the Indenture Trustee by wire transfer of immediately available funds (not to exceed $20,000 annually for each Series of Notes then Outstanding at any time ▇▇▇▇▇ Fargo Bank, National Association, is acting as Indenture Trustee), all distributions Indenture Trustee Fees then due and payable for all Series then Outstanding; (2) To the Manager, an amount equal to the excess of (A) the Management Fee and Management Fee Arrearage payable on such Payment Date, over (b) the Subordinated Management Fee; (3) To the Issuer and the Series Enhancer, pro rata, to pay Issuer Expenses (in an aggregate amount not to exceed $250,000 annually) and Series Enhancer Expenses (in an aggregate amount not to exceed $250,000 annually) to the extent such payments would not result in the occurrence of an Early Amortization Event or an Event of Default; (4) To the Manager Transfer Facilitator, the amount of any Manager Transfer Facilitator Fee (including any reimbursements payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement); (5) In payment of the following amounts on a pro rata basis: (A) to the Administrative Agent, the amount of Administrative Agent Fee (and any arrearages thereof) then due and payable and (B) to each Series Enhancer, any Premium payments then due and payable; (6) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof; (7) In payment of the following amounts on a pro rata basis: (A) to each Series Account for each Series of Senior Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to the Interest Payments then due and payable for such Series of Senior Notes, (B) to each Letter of Credit Provider, on a pro rata basis, all Letter of Credit Fees (but not to exceed the Maximum Letter of Credit Fee) then due and payable, and (C) to each Series Enhancer with respect to Senior Notes, any Reimbursement Amounts then due and payable in respect of Interest Payments for such Senior Notes paid by such Series Enhancer (including interest thereon at the Uncertificated REMIC Interests received rate specified in the Insurance Agreement or the related Supplement) and any arrearages of Premium payments then due and payable to such Series Enhancer with respect to such Senior Notes (including interest thereon at the rate specified in the Insurance Agreement or the related Supplement); (8) To each Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Interest Payments then due and payable for such Series of Subordinate Notes; (9) First to the Restricted Cash Account, the amount (if any) necessary to restore amounts on deposit therein to the Restricted Cash Amount for such Payment Date and then to each Letter of Credit Provider, on a pro rata basis, for reimbursement of unpaid draws on the Letter of Credit issued by it as Securities Administrator hereunder. All such distributions deposited Letter of Credit Provider; (10) To the Series Account for each Series of Senior Notes then Outstanding and subject to the provisions of Section 302(d), an amount equal to the Minimum Principal Payment Amounts then due and payable for such Series; (11) To the Series Account for each Series of Senior Notes then Outstanding and subject to the provisions of Section 302(d), an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series; (12) To the Series Account for each Series of Senior Notes in accordance with the provisions of Section 302(e) hereof, an amount equal to the Supplemental Principal Payment Amount then due and payable; (13) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (6) above); (14) To each Series Account for each Series of Senior Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts then due and payable to the Noteholders of such Series and the related Series Enhancer, including, without limitation, Step Up Warehouse Fees, Warehouse Note Increased Interest, Default Interest, increased costs, taxes and indemnity payments identified in the related Supplement; (15) If a DSCR Sweep Event and/or a Residual Cash Sweep has occurred and is then continuing, to the Series Account for each Series of Notes then Outstanding, on a pro rata basis (based on the then unpaid principal balance of all Series of Notes then Outstanding), all remaining Available Distribution Amount until the unpaid principal balances of all Series of Notes then Outstanding have been paid in full; (16) To the Series Account for each Series of Subordinate Notes then Outstanding and subject to the provisions of Section 302(d), an amount equal to the Minimum Principal Payment Amounts then due and payable for such Series; (17) To the Series Account for each Series of Subordinate Notes then Outstanding and subject to the provisions of Section 302(d), an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series; (18) To the Series Account for each Series of Subordinate Notes in accordance with the provisions of Section 302(e) hereof, an amount equal to the Subordinate Supplemental Principal Payment Amount then due and payable; (19) To each Series Account for each Series of Subordinate Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts then due and payable to the Noteholders of such Series and the related Series Enhancer, including, without limitation, Step Up Warehouse Fees, Warehouse Note Increased Interest, Default Interest, increased costs, taxes and indemnity payments identified in the related Supplement; (20) To the Manager, an amount equal to the sum of (A) any unreimbursed Manager Advances, and (B) all unpaid Subordinated Management Fees; (21) To the Indenture Trustee, the amount of any unpaid Indenture Trustee Indemnified Amounts; (22) To the officers and directors of the Issuer, the amount of any unpaid indemnification payments then due and payable to them by the Issuer; (23) To the Manager in the amount of any unpaid indemnification payments payable to the Manager pursuant to Section 18.1 of the Management Agreement; and (24) To the Issuer (or its designee), any remaining Available Distribution Amount. (II) On each Payment Date, if an Early Amortization Event shall have occurred and then be continuing with respect to any Series then Outstanding, but no Event of Default has occurred and is continuing, the Indenture Trustee will make the following payments from time to time the Available Distribution Amount then on deposit in the Trust Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by to the Securities Administrator following Persons in the Trust Account following order of priority: (1) To the Indenture Trustee by wire transfer of immediately available funds (not to exceed $20,000 annually for each Series of Notes then Outstanding at any time ▇▇▇▇▇ Fargo Bank, National Association, is acting as part Indenture Trustee), all Indenture Trustee Fees then due and payable for all Series then Outstanding; (2) To the Manager, an amount equal to the excess of (A) the Management Fee and Management Fee Arrearage payable on such Payment Date, over (b) the Subordinated Management Fee; (3) To the Issuer and the Series Enhancer, pro rata, to pay Issuer Expenses (in an aggregate amount not to exceed $250,000 annually) and Series Enhancer Expenses (in an aggregate amount not to exceed $250,000 annually) to the extent such payments would not result in the occurrence of an Event of Default; (4) To the Manager Transfer Facilitator, the amount of any Manager Transfer Facilitator Fee (including any reimbursements payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement); (5) In payment of the Trust Fund as herein providedfollowing amounts on a pro rata basis: (A) to the Administrative Agent, the amount of Administrative Agent Fee (and any arrearages thereof) then due and payable, and (B) to each Series Enhancer, any Premium payments then due and payable; (6) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof; (7) In payment of the following amounts on a pro rata basis: (A) to each Series Account for each Series of Senior Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to the Interest Payments then due and payable for such Series of Senior Notes, and (B) to each Letter of Credit Provider, on a pro rata basis, all Letter of Credit Fees (but not to exceed the Maximum Letter of Credit Fee) then due and payable, and (C) to each Series Enhancer with respect to Senior Notes, any Reimbursement Amounts then due and payable in respect of Interest Payments for such Senior Notes paid by such Series Enhancer (including interest thereon at the rate specified in the Insurance Agreement or the related Supplement) and any arrearages of Premium payments then due and payable to such Series Enhancer with respect to such Senior Notes (including interest thereon at the rate specified in the Insurance Agreement or the related Supplement); (8) To each Series Account for each Series of Subordinate Notes then Outstanding, an amount equal to the Interest Payments then due and payable for such Series of Subordinate Notes; (9) First to the Restricted Cash Account, the amount (if any) necessary to restore amounts on deposit therein to the Restricted Cash Amount for such Payment Date and then to each Letter of Credit Provider, on a pro rata basis, for reimbursement of unpaid draws on the Letter of Credit issued by such Letter of Credit Provider; (10) To the Series Account for each Series of Senior Notes then Outstanding and subject to withdrawal by the Securities Administrator provisions of Section 302(d) hereof, an amount equal to the Minimum Principal Payment Amounts then due and payable for distributions such Series; (11) To the Series Account for each Series of Senior Notes then Outstanding and subject to the provisions of Section 302(d) hereof, an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series; (12) To the Series Account for each Series of Senior Notes then Outstanding (other than the Series Account for any Series of Senior Warehouse Notes for which a Conversion Event has not occurred) on a pro rata basis (based on the Certificates.unpaid principal balance then Outstanding), all remaining Available Distribution Amount until the principal balance of all Senior Notes then Outstanding are paid in full (including Reimbursement Amounts payable in respect thereof to the Series Enhancer); (13) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (6) above); (14) To each Series Account for each Series of Senior Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts then due and payable to the Noteholders of such Series and the related Series Enhancer, including, without limitation, Step Up Warehouse Fees, Warehouse Note Increased Interest, Default Interest, increased costs, taxes and indemnity payments identified in the related Supplement; (15) To the Series Account for each Series of Subordinate Notes then Outstanding and subject to the provisions of Section 302(d) hereof, an amount equal to the Minimum Principal Payment Amounts then due and payable for such Series; (16) To the Series Account for each Series of Subordinate Notes then Outstanding and subject to the provisions of Section 302(d) hereof, an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series; (17) To the Series Account for each Series of Subordinate Notes then Outstanding (other than the Series Account for any Series of Subordinate Warehouse Notes for which a Conversion Event has not occurred) on a pro rata basis (based on the unpaid principal balance then Outstanding), all remaining Available Distribution Amount until the principal balance of all Subordinate Notes then Outstanding are paid in full; (18) To each Series Account for each Series of Subordinate Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts then due and payable to the Noteholders of such Series and the related Series Enhancer, including, without limitation, Step Up Warehouse Fees, Warehouse Note Increased Interest, Default Interest, increased costs, taxes and indemnity payments identified in the related Supplement; (19) To the Manager, an amoun

Trust Account. 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 (a) At the Closing, Parent shall take all actions necessary, and shall cause the documents, opinions and notices required to be delivered to Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) pursuant to that certain Investment Management Trust Agreement dated on or before about March 19, 2019, by and between Parent and Trustee (the Issue Date, “Trust Agreement”) to be so delivered and to cause the Securities Administrator shall either funds in the account established by Parent for the benefit of certain stockholders of Parent and the underwriter of Parent’s initial public offering (the “Trust Account”) to be disbursed in accordance with the Trust Agreement for the following: (i) open the redemption of any shares of Parent Common Stock in connection with a depository institution one or more trust accounts the Mergers in accordance with the terms set forth in the name Proxy Statement; (ii) the payment of deferred underwriting fees in connection with Parent’s initial public offering payable to the underwriters upon consummation of a business combination; (iii) the payment of expenses to the third parties to which they are owed and (iv) the balance of the Trustee assets in the Trust Account, after payment of the amounts required under subsections (i), (ii) and (iii), to be disbursed to Parent. (b) Notwithstanding anything else in this Agreement, the Company acknowledges that it has received a copy of Parent’s final prospectus March 19, 2019 (the “Prospectus”) and understands that Parent has established the Trust Account and that, except for a portion of the interest earned on the amounts held in the Trust Account, Parent may disburse monies from the Trust Account only: (i) to the “public stockholders” (as defined in the Prospectus) in the event they elect to redeem their public shares in connection with the consummation of a “business combination” (as defined in the Prospectus), (ii) to such public stockholders if Parent liquidates or fails to consummate such a business combination within eighteen (18) months from the closing date of Parent’s initial public offering (unless such date is extended with the requisite approval of such public stockholders) or (iii) to Parent after or concurrently with the consummation of such a business combination. The Company hereby agrees, on behalf of the Company, its Subsidiaries, and their respective officers, directors, managers, shareholders, members, partners, Affiliates, agents and other representatives (collectively, “Representatives”), that the Company and its Representatives do not have (other than their rights upon Closing) any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account (each, a “Claim”) and hereby waive any Claim prior to Closing they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent and will not prior to Closing seek recourse against the Trust Account for any reason whatsoever; provided that (x) nothing herein shall collectively serve to limit or prohibit the Company’s and its Representatives’ right to pursue a claim against Parent for legal relief against monies or other assets held outside the Trust Account or for specific performance or other equitable relief (including a claim for Parent to specifically perform its obligations under this Agreement and a claim for Parent to specifically perform its obligations under the Trust Agreement, including distribution of funds from the Trust Account upon the Closing in accordance with the terms of this Agreement), and (y) nothing herein shall serve to limit or prohibit any claims that the Company or its Representatives may have in the future against Parent’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds). This Section 6.10(b) shall survive the termination of this Agreement and will not expire and may not be altered in any way prior to the “Closing without the express written consent of Parent. (c) At the Closing, Parent shall make appropriate arrangements to cause the funds in the Trust Account,” Account to be disbursed in accordance with the Trust Agreement for the following: (i) the redemption of any shares of Parent Common Stock in connection with the Merger in accordance with the terms set forth in the Proxy Statement; (ii) the payment of expenses to the third parties to which they are owed, including the payment of Repaid Indebtedness and Shift Transaction Expenses in lieu accordance with the terms of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books 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 balance of the assets in the Trust Account in Account, after payment of the form of any combination of accounts or book entries described in clauses amounts required under subsections (i) and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time ), to 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 disbursed 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 CertificatesParent.

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 of the Trust Fund that shall collectively be the “Trust Account,” (ii) date hereof, Acquiror 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 $254,522,727. 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 invested in U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act and held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 15, 2016, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or for other arrangements or understandings (whether written or unwritten, express or implied) that would cause the account of, the Securities Administrator shall at all times be identified. To the extent that description of the Trust Account is maintained by the Securities Administrator Agreement in the manner provided for Acquiror SEC Reports to be inaccurate in clause any material respect or, to the Knowledge of Acquiror, that would entitle any Person (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) above, all references herein Pre-Closing Acquiror Holders who shall have elected to deposits redeem their Acquiror Common Shares pursuant to the Acquiror Governing Documents or (iii) if Acquiror fails to complete a Business Combination within the allotted time period and withdrawals from liquidates the Trust Account shall be deemed to refer to credits and debits Account, subject to the related books terms of the Securities AdministratorTrust Agreement, Acquiror in limited amounts to permit Acquiror to pay the expenses of the Trust Account’s liquidation and dissolution, and then Acquiror’s public shareholders) to any portion of the funds in the Trust Account. The Securities Administrator shall deposit Prior to the Closing, none of the funds held in the Trust Account all distributions in respect of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited may be released, except (a) to pay Taxes from time to time any interest income earned in the Trust Account and Account, (b) to liquidate all investments made with such moneys, including all income or other gain from such investments, shall be held by of the Securities Administrator in assets of the Trust Account as part for distribution pursuant to the Trust Agreement in the event of Acquiror’s failure to obtain the Acquiror Extension Approval and (c) to redeem Acquiror Common Shares pursuant to the Acquiror Governing Documents. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of Acquiror, threatened with respect to the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the CertificatesAccount.

Trust Account. (a) On or before prior to the Issue Closing Date, the Securities Administrator Borrower shall either (i) open with a depository institution one or more trust accounts establish and maintain the Trust Account. The Trust Account shall be established 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 accountsBorrower, 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 Administrative Agent (on behalf of the Certificates Secured Parties), with a bank or trust company acceptable to the Administrative Agent and the Required Lenders. The Trust Account shall at all times be under the “control” (as defined in the UCC) of the Administrative Agent for the benefit of the Secured Parties (b) The Borrower shall not establish any additional bank accounts (other than the Trust Account and the Restricted Cash Account) without prior written notice to, and the prior written consent of, the Administrative Agent, in each instance. (c) The Borrower shall cause the Manager to deposit into the Trust Account, at the times and in the amounts required pursuant to the terms of the Management Agreement and the Intercreditor Agreement, all Gross Revenue relating to the Containers in the Borrower Fleet. The Borrower shall cause any Gross Revenue and other amounts related to the Collateral not deposited into a Manager Collection Account (as defined in the Management Agreement), including any such amounts received by the Manager, the Seller or any of their Affiliates, to be deposited into the Trust Account within three (3) Business Days after receipt of such payment. So long as no Early Amortization Event or Manager Default shall have occurred and then be continuing, the Manager shall be permitted to request the Administrative Agent to withdraw (to the extent not previously withheld) from amounts on deposit in the Trust Account, or otherwise net out, from amounts otherwise required to be deposited to the Trust Account the amount of any Management Fee or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date. (d) On each Payment Date, the Borrower, based on the Manager Report, shall distribute funds in an amount equal to the sum (without duplication) of (i) all of the Collections received during the related Collection Period, less an amount up to the Management Fee and Management Fee Arrearage deducted in accordance with the Credit Agreement and the other Loan Documents, (ii) all amounts received by the Borrower during the related Collection Period pursuant to any Interest Rate Hedge Agreement, (iii) maintain any Warranty Purchase Amounts received by the Borrower during the related Collection Period, (iv) the amount of all Manager Advances for use on such Payment Date, (v) any earnings on Eligible Investments in the Trust Account in Account, to the form extent that such earnings were credited to such account during the related Collection Period, (vi) any amounts transferred from the Restricted Cash Account, and (vii) other payments required by the Loan Documents to be deposited therein (the sum of any combination of accounts or book entries the amounts described in clauses (i) through (vii), the “Available Distribution Amount”). Such Available Distribution Amount shall be distributed to the following Persons in the following order of priority, with no payment being made toward any item unless and until all prior items have been fully satisfied: (I) On each Payment Date on which no Early Amortization Event or an Event of Default shall have occurred and then be continuing, in the following order of priority: (1) To the Manager, the Management Fee and any Management Fee Arrearage, in each case to the extent not previously withheld by, or distributed to, the Manager in accordance with the terms of the Management Agreement and the other Loan Documents; (2) To the Manager, in reimbursement of any unreimbursed Manager Advances in accordance with the terms of the Management Agreement and the other Loan Documents; (3) To the Borrower, an amount equal to Borrower Expenses then due and payable; provided, however that the amount payable pursuant to this clause (3) in any twelve month period shall not exceed Two Hundred Fifty Thousand Dollars ($250,000); (4) On a pro rata and pari passu basis based on the amounts then owing pursuant to this clause (4): (A) to the Lenders, on a pro rata basis, all interest payments (other than Default Interest) then due and owing with respect to the Credit Loans, and (B) to each Interest Rate Hedge Provider, on a pro rata basis based on the amounts then owing to all Interest Rate Hedge Providers pursuant to this clause (4)(B), the amount of any scheduled payments (but not termination payments) then due and payable pursuant to the terms of any Interest Rate Hedge Agreement then in effect, together with any such amounts past due and any interest thereon (other than payments resulting from the Interest Rate Hedge Provider being in default thereunder); (5) To the Lenders, on a pro rata basis, all Commitment Fees then due and payable; (6) To the Administrative Agent, the Administrative Agent Fee then due and owing; (7) To the Restricted Cash Account, an amount such that the total amount of cash and Eligible Investments on deposit therein is equal to the Restricted Cash Target Balance for such Payment Date; (8) Each of the following on a pro rata and pari passu basis: (A) To each Lender, on a pro rata basis (calculated based on the then unpaid principal balance of their respective unpaid Credit Loans), an amount equal to the sum of (i) any principal prepayment required pursuant to Section 3.2 hereof, and (ii) above. Any manner or manners if the Conversion Date shall have occurred, the Scheduled Principal Payment Amount for such date; and (B) To each Interest Rate Hedge Provider, on a pro rata basis based on the amounts then owing to all Interest Rate Hedge Providers pursuant to this clause (8), the amount of any unpaid payments then due and payable (including termination payments) pursuant to the terms of any Interest Rate Hedge Agreement then in which effect; (9) To each Lender, on a pro rata basis based on amounts then owing to each such Lender pursuant to this clause (9), all Default Interest, taxes, increased costs, indemnification, expenses and any other amounts due and owing to such Lender pursuant to the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders terms of the Certificates so long as funds held Loan Documents; (10) To the Manager, the amount of any unpaid indemnity payments or other amounts owing to the Manager pursuant to the terms of the Management Agreement; and (11) To the Borrower, any remaining Available Distribution Amount. (II) On each Payment Date on which an Early Amortization Event or an Event of Default shall have occurred and then be continuing, in the Trust Fund following order of priority: (1) To the Manager, the Management Fee and any Management Fee Arrearage, in each case to the extent not previously withheld by, or for the account ofdistributed to, the Securities Administrator shall at all times be identified. Manager in accordance with the terms of the Management Agreement and the other Loan Documents; (2) To the extent Manager, in reimbursement of any unreimbursed Manager Advances in accordance with the terms of the Management Agreement and the other Loan Documents; (3) To the Borrower, an amount equal to Borrower Expenses then due and payable; provided, however that the Trust Account is maintained by the Securities Administrator in the manner provided for in amount payable pursuant to this clause (ii3) abovein any twelve month period shall not exceed Two Hundred Fifty Thousand Dollars ($250,000); (4) On a pro rata and pari passu basis based on amounts then owing pursuant to this clause (4): (A) to the Lenders, on a pro rata basis, all references herein interest payments (other than Default Interest) then due and owing with respect to deposits the unpaid Credit Loans; and (B) to each Interest Rate Hedge Provider, on a pro rata basis based on the amounts then owing pursuant to this clause (4)(B), the amount of any scheduled payments (but not termination payments) then due and withdrawals payable to all Interest Rate Hedge Providers pursuant to the terms of any Interest Rate Hedge Agreement then in effect, together with any such amounts past due (other than payments resulting from the Trust Account shall be deemed Interest Rate Hedge Provider being in default thereunder); (5) To the Lender, on a pro rata basis, all Commitment Fees then due and payable; (6) To the Administrative Agent, the Administrative Agent Fee then due and owing; (7) Each of the following on a pro rata basis, all remaining Available Distribution Amount: (A) To each Lender, on a pro rata basis (calculated based on the then unpaid principal balance of their respective unpaid Credit Loans), the unpaid principal balance of all Credit Loans until the Aggregate Note Principal Balance has been reduced to refer to credits zero; and (B) To each Interest Rate Hedge Provider, on a pro rata basis, the amount of any unpaid payments then due and debits payable (including termination payments) pursuant to the related books terms of any Interest Rate Hedge Agreement then in effect; (8) To each Lender, on a pro rata basis based on amounts then owing to each such lender pursuant to this clause (8), all Default Interest, taxes, increased costs, indemnification, expenses and any other amounts due and owing to such Lender pursuant to the terms of the Securities Administrator. The Securities Administrator shall deposit in Loan Documents; (9) To the Trust Account all distributions in respect Manager, the amount of any unpaid indemnity payments or other amounts owing to the Manger pursuant to the terms of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in Management Agreement; and (10) To the Trust Account and all investments made with such moneysBorrower, 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 Certificatesany remaining Available Distribution Amount.

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 ▇▇▇▇, 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 (a) The Issuer shall establish and maintain so long as any Outstanding Obligation remains unpaid the Trust Account into which the Issuer shall deposit (or before cause to be deposited) all of the Issue Date, the Securities Administrator shall either following amounts: (i) open all amounts representing Estimated Net Operating Income (and adjustments thereof), Casualty Proceeds and Sales Proceeds with a depository institution one or more respect to the Managed Containers received from the Manager pursuant to the terms of the Management Agreement, (ii) all Manager Advances, (iii) all amounts received by the Issuer pursuant to the terms of all Interest Rate Hedge Agreements then in effect, and (iv) other payments specified to be deposited therein pursuant to the terms of this Indenture and the other Transaction Documents. Such Trust Account shall initially be established and maintained with the Corporate Trust Office of the Indenture Trustee in trust accounts for the Indenture Trustee, on behalf of the Noteholders, each Interest Rate Hedge Counterparty and each Series Enhancer, until all Outstanding Obligations are paid in full. The Trust Account shall at all times be an Eligible Account, shall be in the name of the Issuer and shall be pledged to the Indenture Trustee on behalf pursuant to the terms of this Indenture. The Issuer shall not establish any additional Trust Accounts without (in each instance) prior written notice to the Trust Fund that Indenture Trustee and each Series Enhancer, if any. (b) The Issuer shall collectively be cause 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 Manager to deposit into the Trust Account in accordance with the form provisions of Section 5.1 and 5.2 of the Management Agreement amounts representing the Estimated Net Operating Income (and adjustments thereof), Casualty Proceeds and Sales Proceeds with respect to the Managed Containers. The Manager shall be permitted to require the Indenture Trustee to withdraw from amounts on deposit in the Trust Account on each Payment Date, or otherwise net out from amounts otherwise required to be deposited by the Manager in the Trust Account in accordance with the provisions of Section 5.1 and 5.2 of the Management Agreement, the amount of any combination Management Fees or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date. (c) On each Determination Date, the Issuer shall cause the Manager, pursuant to Section 4.1.2 of accounts the Management Agreement, to prepare and deliver the Manager Report. On each Payment Date, the Indenture Trustee, based on the Manager Report and in accordance with the terms of this Indenture and each Supplement, shall distribute from the Trust Account an amount equal to the sum of (i) all amounts representing the Net Operating Income of the Eligible Containers received during the related Collection Period, (ii) all other amounts received by the Issuer subsequent to the immediately preceding Payment Date, (iii) all amounts transferred from the Restricted Cash Account in accordance with the provisions of Section 306 hereof; provided that the amounts described in this clause (iii) may be used only to make the payments described in Section 306 hereof, (iv) any earnings on Eligible Investments in the Trust Account, the Restricted Cash Account and any Series Accounts, (v) all Manager Advances made by the Manager in accordance with the terms of the Management Agreement subsequent to the immediately preceding Payment Date, (vi) the net amount received by the Issuer pursuant to any Interest Rate Hedge Agreement then in effect and (vii) if so directed by the Issuer, amounts, proceeds and funds contemplated by Section 302(f) (unless the Issuer directs otherwise, the amounts and proceeds contemplated by this clause (vii) shall be applied only in respect of principal on Notes of one or book entries more Series) (the sum of the amounts described in clauses (i) through (vii) collectively, the "Available Distribution Amount"), to the following Persons, by wire transfer of immediately available funds, in the order of priority listed below (in the absence of any Manager Report, the Indenture Trustee shall distribute the Available Distribution Amount in accordance with written instructions from the Administrative Agent (with a copy to the Issuer, each Series Enhancer and each Interest Rate Hedge Counterparty) and shall hold until delivery of the Manager Report (i) any funds otherwise payable due to the Issuer and (ii) above. Any manner or manners in any other amounts which the Trust Account Administrative Agent is maintained may at unable to ascertain or allocate to a specific payment priority set forth in this Indenture): (I) If no Early Amortization Event or Event of Default shall have occurred and shall then be continuing: (1) To the Indenture Trustee, all the Indenture Trustee's Fees then due and payable for all Series then Outstanding (subject to the per annum dollar limitation in Section 905); (2) To the Administrative Agent, the Administrative Agent Fees then due and payable; (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any time be changed without notice toManagement Fee Arrearage, or and (iii) any Excess Deposit then due and payable, but in each case only to the approval of, Holders extent not previously withheld by the Manager in accordance with the terms of the Certificates Transaction Documents; (4) To the Manager, reimbursement for any Manager Advances; (5) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as funds held the aggregate amount paid pursuant to this clause (5)(ii) in any calendar year would not exceed five hundred thousand Dollars ($500,000); (6) To each of the Trust Fund by, or for following: (i) to the account ofIssuer, the Securities Administrator shall at all times amount of any indemnity payments payable to the officers, directors and/or managers of the Issuer required to be identified. To the extent that the Trust Account is maintained made by the Securities Administrator in the manner provided for in clause Issuer, and (ii) to the Manager, the amount of any officer and director indemnity payments required to be made by the Manager; (7) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (8) To each of the following on a pro rata basis: (i) to each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments for each such Series and (ii) to each Interest Rate Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Interest Rate Hedge Agreement then in effect. If sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date; (9) To the Restricted Cash Account, an amount sufficient so that the total amount on deposit therein, is equal to the Restricted Cash Amount for such Payment Date; (10) To each Series Account for each Series of Notes then Outstanding, all Minimum Principal Payment Amounts for each such Series; (11) To each Series Account for each Series of Notes then Outstanding, all Scheduled Principal Payment Amounts for each such Series; (12) To each Series Account for each Series of Notes then Outstanding, an amount equal to the Supplemental Principal Payment Amounts for each Series (subject to the terms of Section 702(a)); (13) To each Interest Rate Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding any payments made pursuant to clause (8) above) pursuant to the terms of any Interest Rate Hedge Agreement then in effect; (14) To the Noteholders and any Series Enhancer, any Indemnified Amounts then due and payable and to the Indenture Trustee, any Indenture Trustee's Fees then due and payable, after giving effect to the payment made pursuant to clause (1) above but not subject to the per annum dollar limitation in Section 905; (15) To the Issuer, the amount of any remaining indemnity payment owing by it pursuant to the terms of the Transaction Documents and not paid pursuant to clauses (5) and (6) above; (16) To the Manager, the amount of any remaining unpaid indemnity payments owing by it pursuant to the terms of the Management Agreement and not paid pursuant to clauses (5) and (6) above; and (17) To the Issuer, any remaining Available Distribution Amount which may, any provision in the Transaction Documents to the contrary notwithstanding, be used by the Issuer for any purpose, including, without limitation, general corporate purposes, the distribution of dividends, repayment of debt, paying fees and expenses or any other purpose in the sole discretion of the Issuer. (II) If an Early Amortization Event shall then be continuing, but no Event of Default shall then be continuing (or an Event of Default has occurred but the Notes have not been accelerated in accordance with Section 802 hereof): (1) To the Indenture Trustee, all the Indenture Trustee's Fees then due and payable for all Series then Outstanding (subject to the per annum dollar limitation in Section 905); (2) To the Administrative Agent, the Administrative Agent Fees then due and payable; (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents; (4) To the Manager, reimbursement for any Manager Advances; (5) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses, so long as the aggregate amount paid pursuant to this clause (5)(ii) in any calendar year would not exceed five hundred thousand Dollars ($500,000); (6) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (7) To each of the following on a pro rata basis: (i) to each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments (including reimbursements and interest thereon payable to any related Series Enhancer) for each such Series and (ii) to each Interest Rate Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments then due and payable pursuant to the terms of any Interest Rate Hedge Agreement then in effect). If sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then outstanding on such Payment Date; (8) To each of the following on a pro rata basis: (i) to the Issuer, the amount of any indemnity payments payable to the officers, directors and/or managers of the Issuer required to be made by the Issuer and (ii) to the Manager, the amount of any officer or director indemnity payments required to be made by the Manager; provided that if any Cross-Over Event is then continuing, the aggregate amount of all payment made pursuant to this clause (8) since the date on which such Cross-Over Event occurred shall not exceed Two Million Dollars ($2,000,000); (9) To the Restricted Cash Account, an amount sufficient so that the total amount on deposit therein is equal to the Restricted Cash Amount for such Payment Date; (10) To each Series Account for each Series of Notes then Outstanding, all Minimum Principal Payment Amounts for each such Series; (11) To each Series Account for each Series of Notes then Outstanding, all Scheduled Principal Payment Amounts for each such Series; (12) To each Series of Notes then Outstanding, pro rata based on unpaid principal amounts, until all Series of Notes have been paid in full; (13) To each Interest Rate Hedge Counterparty, on a pro rata basis, the amount of any other unpaid amounts owing by the Issuer (including termination payments) then due and payable pursuant to the terms of any Interest Rate Hedge Agreement then in effect; (14) To the Indenture Trustee, any Indenture Trustee's Fees then due and payable, after giving effect to the payment made pursuant to clause (1) above but not subject to the per annum dollar limitation in Section 905; (15) To each Series Account, the following amounts: (i) for each Series of Notes then Outstanding, an amount equal to any increased costs, funding costs, breakage costs, taxes, other indemnification payments and any other unpaid Reimbursement Amount then due and owing to the related Series Enhancer pursuant to the terms of the related Enhancement Agreement and the Transaction Documents for such Series pro rata based on such amounts due for such Series of Notes then Outstanding, (ii) to each Series Account for each Series of Warehouse Notes then Outstanding, an amount equal to the Step-Up Warehouse Interest including any accrued and unpaid Step-Up Warehouse Interest pro rata based on such amounts due for such Series of Warehouse Notes and (iii) an amount equal to any Default Interest then due and owing pursuant to the terms of the related Supplement, plus indemnity payments, increased costs and taxes pro rata based on such amounts due for such Series of Notes then Outstanding; and (16) To the Issuer, the amount of any indemnity payments required to be made by the Issuer pursuant to the terms of the Transaction Documents and not paid pursuant to clause (8) above; (17) To the Manager, the amount of any indemnity payments not paid pursuant to clause (8) above required to be made by the Manager; and (18) To the Issuer, any remaining Available Distribution Amount which may, any provision in the Transaction Documents to the contrary notwithstanding, be used by the Issuer for any purpose, including, without limitation, general corporate purposes, the distribution of dividends, repayment of debt, paying fees and expenses or any other purpose in the sole discretion of the Issuer. (d) If on any Payment Date described in section (I) or (II) above, there are not sufficient funds to pay, in full, the Minimum Principal Payment Amounts and/or Scheduled Principal Payment Amounts owing to all references herein Series of Notes then Outstanding, as the case may be, then, subject to deposits and withdrawals from the Trust Account shall priority of payments set forth above, any such principal payments having the same payment priority will be paid, in full, to the Series first issued (based on their respective dates of issuance or Conversion Dates, as applicable) in chronological order based on their respective dates of issuance or Conversion Dates, as applicable. For purposes of this Section 302(d) only, any Series designated as a Warehouse Note will be deemed to refer have an issuance date equivalent to credits and debits its Conversion Date. If two or more Series of the Notes were issued on the same date or have the same Conversion Date, then principal payments having the same payment priority will be allocated among each such Series, on a pro rata basis, based on the principal payments then due. (e) If any Series has more than one Class of Notes then Outstanding, then the Available Distribution Amount shall be calculated without regard to the related books payment priorities of the Securities AdministratorClasses of Notes within such Series. The Securities Administrator Once the Available Distribution Amount has been allocated to each Series, then that portion of the Available Distribution Amount allocable to such Series shall deposit be paid to each Class of Noteholders of such Series in accordance with the priority of payments set forth in the Trust Account related Supplement. (f) The Issuer shall have the right, but not the obligation, to make (or to direct the Indenture Trustee to make) principal payments on any Series of Notes and payments of other Outstanding Obligations from some or all distributions in respect of (i) amounts that are payable or have been paid to the Issuer pursuant to this Section 302, (ii) amounts that the Issuer receives from advances or draws under any Series of Warehouse Notes, (iii) proceeds 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 issuance of the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificates.any Ser

Trust Account. On or before the Issue Date, the Securities Administrator shall either (a) If (i) open with a depository institution one or more trust accounts the amount of cash available in the name Trust Account immediately prior to Closing, after deducting the amounts required to satisfy the Parent Stockholder Redemptions (but prior to payment of the Trustee on behalf of the Trust Fund that shall collectively be the “Trust Account,” any Parent Transaction Costs or Company Transaction Costs), plus (ii) in lieu the PIPE Investment Amount actually received by Parent prior to or substantially concurrently with the Closing (the sum 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), the “Available Parent Cash”) above. Any manner is equal to or manners greater than $500,000,000 (the “Minimum Available Parent Cash Amount”), then the condition set forth in Section 8.2(e) shall be satisfied. (b) Upon satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing) 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): (a) in accordance with and pursuant to the Trust Agreement and Parent’s Charter Documents, at the Closing, Parent: (i) shall cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, including providing the Trustee with the Trust Termination Letter; and (ii) shall use its commercially reasonable efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, distribute 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 directed in the Trust Fund byTermination Letter, including all amounts payable: (A) to stockholders who have properly elected to have their Parent Class A Ordinary Shares redeemed for cash in accordance with the provisions of Parent’s Charter Documents; (B) for income tax or other tax obligations of Parent prior to Closing; (C) to the underwriters of the initial public offering of Parent with respect to any deferred underwriting compensation, (D) for any Parent Transaction Costs, (E) as repayment of loans and reimbursement of expenses to directors, officers and stockholders of Parent; and (F) as payment to stockholders as cash in lieu of the account ofissuance of any fractional shares pursuant to Section 2.6(c); and (b) thereafter, 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 terminate, except 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 Certificatesotherwise provided therein.

Trust Account. On (a) The Issuer shall establish and maintain so long as any Outstanding Obligation remains unpaid the Trust Account into which the Issuer shall deposit (or before cause to be deposited) all of the Issue Date, the Securities Administrator shall either following amounts: (i) open all amounts representing Estimated Net Operating Income (and adjustments thereof), Casualty Proceeds and Sales Proceeds with a depository institution one or more respect to the Managed Containers received from the Manager pursuant to the terms of the Management Agreement, (ii) all Manager Advances, (iii) all amounts received by the Issuer pursuant to the terms of all Hedge Agreements then in effect, and (iv) other payments specified to be deposited therein pursuant to the terms of this Indenture and the other Transaction Documents. Such Trust Account shall initially be established and maintained with the Corporate Trust Office of the Indenture Trustee in trust accounts for the Indenture Trustee, on behalf of the Noteholders, each Hedge Counterparty and each Series Enhancer, until all Outstanding Obligations are paid in full. The Trust Account shall at all times be an Eligible Account, shall be in the name of the Issuer and shall be pledged to the Indenture Trustee on behalf pursuant to the terms of this Indenture. The Issuer shall not establish any additional Trust Accounts without (in each instance) prior written notice to the Trust Fund that Indenture Trustee and each Series Enhancer, if any. (b) The Issuer shall collectively be cause 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 Manager to deposit into the Trust Account in accordance with the form provisions of Section 5.1 and 5.2 of the Management Agreement amounts representing the Estimated Net Operating Income (and adjustments thereof), Casualty Proceeds and Sales Proceeds with respect to the Managed Containers. The Manager shall be permitted to require the Indenture Trustee to withdraw from amounts on deposit in the Trust Account on each Payment Date, or otherwise net out from amounts otherwise required to be deposited by the Manager in the Trust Account in accordance with the provisions of Section 5.1 and 5.2 of the Management Agreement, the amount of any combination Management Fees or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date. (c) On or prior to each Determination Date, the Issuer shall cause the Manager, pursuant to Section 4.1.2 of accounts the Management Agreement, to prepare and deliver the Manager Report. On each Payment Date, the Indenture Trustee, based on the Manager Report and in accordance with the terms of this Indenture and each Supplement, shall distribute from the Trust Account an amount equal to the sum of (i) all amounts representing the Net Operating Income of the Eligible Containers received during the related Collection Period, (ii) all other amounts received by the Issuer subsequent to the immediately preceding Payment Date, (iii) all amounts transferred from the Restricted Cash Account in accordance with the provisions of Section 306 hereof; provided that the amounts described in this clause (iii) may be used only to make the payments described in Section 306 hereof, (iv) any earnings on Eligible Investments in the Trust Account, the Restricted Cash Account and any Series Accounts, (v) all Manager Advances made by the Manager in accordance with the terms of the Management Agreement subsequent to the immediately preceding Payment Date, (vi) the net amount received by the Issuer pursuant to any Hedge Agreement then in effect and (vii) if so directed by the Issuer, amounts, proceeds and funds contemplated by Section 302(f) (unless the Issuer directs otherwise, the amounts and proceeds contemplated by this clause (vii) shall be applied only in respect of principal on Notes of one or book entries more Series) (the sum of the amounts described in clauses (i) through (vii) collectively, the “Available Distribution Amount”), to the following Persons, by wire transfer of immediately available funds, in the order of priority listed below (in the absence of any Manager Report, the Indenture Trustee shall distribute the Available Distribution Amount in accordance with written instructions from the Administrative Agent (with a copy to the Issuer, each Series Enhancer and each Hedge Counterparty) and shall hold until delivery of the Manager Report (i) any funds otherwise payable due to the Issuer and (ii) above. Any manner or manners in any other amounts which the Trust Account Administrative Agent is maintained may at unable to ascertain or allocate to a specific payment priority set forth in this Indenture): (I) If no Early Amortization Event or Event of Default shall have occurred and shall then be continuing: (1) To the Indenture Trustee, all the Indenture Trustee’s Fees then due and payable for all Series then Outstanding (subject to the per annum dollar limitation in Section 905); (2) To the Administrative Agent, the Administrative Agent Fees then due and payable; (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any time be changed without notice toManagement Fee Arrearage, or and (iii) any Excess Deposit then due and payable, but in each case only to the approval of, Holders extent not previously withheld by the Manager in accordance with the terms of the Certificates Transaction Documents; (4) To the Manager, reimbursement for any Manager Advances; (5) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses then due and payable, so long as funds held the aggregate amount paid pursuant to this clause (5) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000); (6) To each Series Enhancer, pro rata based on the Trust Fund by, or for the account ofamount of Premiums then due and payable, the Securities Administrator shall at all times be identified. amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (7) To each of the extent that following on a pro rata basis: (i) to each Series Account for each Series of Notes then Outstanding, an amount equal to the Trust Account is maintained by the Securities Administrator in the manner provided Priority Payments for in clause each such Series and (ii) to each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect. If sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then Outstanding on such Payment Date; (8) To the Restricted Cash Account (if such account has been opened), an amount sufficient so that the total amount on deposit therein, is equal to the Restricted Cash Amount for such Payment Date; (9) To each Series Account for each Series of Notes then Outstanding in accordance with the provisions of Section 302(d), all Minimum Principal Payment Amounts for each such Series; (10) To each Series Account for each Series of Notes then Outstanding in accordance with the provisions of Section 302(d), all Scheduled Principal Payment Amounts for each such Series; (11) To each Series Account for each Series of Notes then Outstanding, an amount equal to the Supplemental Principal Payment Amounts for each Series (subject to the terms of Section 702(a)); (12) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments but excluding (x) any payments made pursuant to clause (7) above and (y) termination payments resulting from the breach of the applicable Hedge Agreement by such Hedge Counterparty) pursuant to the terms of any Hedge Agreement then in effect, (ii) to the Noteholders and any Series Enhancer, interest payments on the Notes not paid pursuant to clause (7) above and any Indemnity Amounts or other amounts then due and payable and (iii) to the Indenture Trustee, any Indenture Trustee’s Fees then due and payable, after giving effect to the payment made pursuant to clause (1) above but not subject to the per annum dollar limitation in Section 905; (13) To each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments resulting from the breach of the applicable Hedge Agreement by such Hedge Counterparty but excluding any payments made pursuant to clause (7) or (12) above) pursuant to the terms of any Hedge Agreement then in effect; (14) To each of the following on a pro rata basis: (i) to the Issuer, the amount of any indemnity payments payable to the officers, directors and/or managers of the Issuer required to be made by the Issuer, and (ii) to the Manager, the amount of any officer and director indemnity payments required to be made by the Manager; (15) To the Issuer, any remaining Available Distribution Amount which may be used by the Issuer for any purpose, including, without limitation, general corporate purposes, the distribution of dividends, repayment of debt (including reimbursement of amounts owing to the Guarantor (as defined in the Series 2008-1 Supplement), paying fees and expenses or any other purpose in the sole discretion of the Issuer. (II) If an Early Amortization Event shall then be continuing, but no Event of Default shall then be continuing (or an Event of Default has occurred but the Notes have not been accelerated in accordance with Section 802 hereof): (1) To the Indenture Trustee, all the Indenture Trustee’s Fees then due and payable for all Series then Outstanding (subject to the per annum dollar limitation in Section 905); (2) To the Administrative Agent, the Administrative Agent Fees then due and payable; (3) To the Manager, an amount equal to the sum of: (i) the Management Fee then due and payable, (ii) the amount of any Management Fee Arrearage, and (iii) any Excess Deposit then due and payable, but in each case only to the extent not previously withheld by the Manager in accordance with the terms of the Transaction Documents; (4) To the Manager, reimbursement for any Manager Advances; (5) To the Persons entitled thereto: (i) any auditing, accounting and related fees then due and payable which are classified as an Issuer Expense and (ii) any other Issuer Expenses, so long as the aggregate amount paid pursuant to this clause (5) in any calendar year would not exceed Five Hundred Thousand Dollars ($500,000); (6) To each Series Enhancer, pro rata based on the amount of Premiums then due and payable, the amount of any Premium then due and payable pursuant to the terms of each applicable Enhancement Agreement; (7) To each of the following on a pro rata basis: (i) to each Series Account for each Series of Notes then Outstanding, an amount equal to the Priority Payments (including reimbursements and interest thereon payable to any related Series Enhancer) for each such Series and (ii) to each Hedge Counterparty, the amount of any scheduled payments (but excluding termination payments) then due and payable pursuant to the terms of any Hedge Agreement then in effect. If sufficient funds do not exist to pay in full all such Priority Payments, such amounts shall be allocated among all Series of Notes in the same proportion as the ratio of (x) the Priority Payments of a particular Series of Notes then Outstanding on such Payment Date to (y) the sum of the Priority Payments for all Series of Notes then outstanding on such Payment Date; (8) To the Restricted Cash Account (if such account has been opened), an amount sufficient so that the total amount on deposit therein is equal to the Restricted Cash Amount for such Payment Date; (9) To each Series Account for each Series of Notes then Outstanding in accordance with the provisions of Section 302(d), all Minimum Principal Payment Amounts for each such Series; (10) To each Series Account for each Series of Notes then Outstanding in accordance with the provisions of Section 302(d), all Scheduled Principal Payment Amounts for each such Series; (11) To each Series of Notes then Outstanding, pro rata based on unpaid principal amounts, until all Series of Notes have been paid in full; (12) To each of the following on a pro rata basis: (i) to each Hedge Counterparty, on a pro rata basis, the amount of any other unpaid amounts owing by the Issuer (including termination payments but excluding (x) any payments made pursuant to clause (7) above and (y) termination payments resulting from the breach of the applicable Hedge Agreement by such Hedge Counterparty) then due and payable pursuant to the terms of any Hedge Agreement then in effect, (ii) to the Indenture Trustee’s Fees then due and payable, after giving effect to the payment made pursuant to clause (1) above but not subject to the per annum dollar limitation in Section 905, and (iii) to each Series Account, the following amounts: (A) for each Series of Notes then Outstanding, an amount equal to any increased costs, funding costs, breakage costs, taxes, other indemnification payments and any other unpaid Reimbursement Amount then due and owing to the related Series Enhancer pursuant to the terms of the related Enhancement Agreement and the Transaction Documents for such Series pro rata based on such amounts due for such Series of Notes then Outstanding, and (B) an amount equal to any Default Fee or any other amounts then due and owing to the Noteholders pursuant to the terms of the related Supplement, plus indemnity payments, increased costs and taxes pro rata based on such amounts due for such Series of Notes then Outstanding; (13) To each Hedge Counterparty, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments resulting from the breach of the applicable Hedge Agreement by such Hedge Counterparty but excluding any payments made pursuant to clause (7) or (12) above) pursuant to the terms of any Hedge Agreement then in effect; (14) To each of the following on a pro rata basis: (i) to the Issuer, the amount of any indemnity payments payable to the officers, directors and/or managers of the Issuer required to be made by the Issuer and (ii) to the Manager, the amount of any officer or director indemnity payments required to be made by the Manager; and (15) To the Issuer, any remaining Available Distribution Amount which may be used by the Issuer for any purpose, including, without limitation, general corporate purposes, the distribution of dividends, repayment of debt (including reimbursement of amounts owing to the Guarantor (as defined in the Series 2008-1 Supplement), paying fees and expenses or any other purpose in the sole discretion of the Issuer. (d) If on any Payment Date described in section (c)(I) above, there are not sufficient funds to pay, in full, the Minimum Principal Payment Amounts and/or Scheduled Principal Payment Amounts owing to all references herein Series of Notes then Outstanding, as the case may be, then, subject to deposits the priority of payments set forth in (c)(I) above, any such principal payments having the same payment priority will be paid, in full, to the Series first issued (based on their respective dates of issuance or Conversion Dates, as applicable) in chronological order based on their respective dates of issuance or Conversion Dates, as applicable. For purposes of this Section 302(d) only, any Series which was originally designated as Warehouse Notes and withdrawals from is subsequently considered to be a Series of Term Notes due to the Trust Account shall occurrence of the Conversion Date for such Series will be deemed to refer have an issuance date equivalent to credits and debits its Conversion Date. If two or more Series of the Notes were issued on the same date or have the same Conversion Date, then principal payments having the same payment priority will be allocated among each such Series, on a pro rata basis, based on the principal payments then due with respect to such Series. If on any Payment Date described in section (c)(II) above, there are not sufficient funds to pay, in full, all Minimum Principal Payment Amounts owing to all Series of Notes then Outstanding, then amounts available for the payment of Minimum Principal Payment Amounts pursuant to the related books priority of payments set forth in (c)(II) above shall be allocated among all Series of Notes for which Minimum Principal Payment Amounts are owing on such Payment Date on a pro rata basis, calculated based on the amount 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 Minimum Principal Payment Amounts then owing 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 establish and maintain the Trust Account into which the following amounts shall be deposited: (i) open all Collections, (ii) Warranty Purchase Amounts and (iii) other payments required by this Indenture and other Related Documents to be deposited therein. Such Trust Account shall initially be established and maintained with a depository institution one or more the Corporate Trust Office in trust accounts in for the name of the Trustee Indenture Trustee, on behalf of the Trust Fund that Noteholders and each Interest Rate Hedge Provider, and shall collectively be maintained until the “Trust Account,” (ii) Aggregate Outstanding Obligations are paid in lieu of maintaining any such account or accounts, maintain the full. 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 identifiedan Eligible Account and shall be pledged to the Indenture Trustee pursuant to the terms of this Indenture. To The Issuer shall not establish any additional Trust Accounts without prior written notice to the extent that Indenture Trustee and without the prior written consent of the Requisite Global Majority. (b) The Issuer shall direct the Manager to deposit funds into the Trust Account is maintained by at the Securities Administrator times and in the manner amounts required pursuant to the terms of the Management Agreement and the Intercreditor Agreement. So long as no Manager Default shall have occurred and then be continuing, the Manager shall be permitted to request the Indenture Trustee to withdraw from amounts on deposit in the Trust Account, or otherwise net out, from amounts otherwise required to be deposited into the Trust Account pursuant to Section 302(a) the amount of any Management Fees or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date. (c) On each Determination Date, the Manager, shall prepare and deliver to the Issuer, the Indenture Trustee and the Administrative Agent, the Manager Report. On each Payment Date, the Indenture Trustee, based on the Manager Report (provided that, in the absence of any Manager Report, the Indenture Trustee shall distribute all funds available for distribution in accordance with written instructions from the Administrative Agent and shall hold until delivery of such Manager Report or such written instructions from the Administrative Agent (i) any funds otherwise payable to the Issuer and (ii) any other amounts which the Administrative Agent is unable to ascertain or allocate to a specific payment priority set forth in this Indenture), shall distribute funds in an amount equal to the Available Distribution Amount to the following Persons in the following order of priority: (I) On each Payment Date, if neither an Early Amortization Event nor an Event of Default shall have occurred and then be continuing: (1) To the Indenture Trustee by wire transfer of immediately available funds (A) all Indenture Trustee Fees (including any out of pocket expenses of the Indenture Trustee) then due and payable for all Series then Outstanding and (B) any Indenture Trustee Indemnified Amounts (the sum of (A) and (B) not to exceed $40,000 annually, with respect to each Series of Notes then Outstanding); (2) To the Manager Transfer Facilitator, the amount of any Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts (not to exceed annually the sum of $40,000 less any amounts paid in clause (1) above)) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement; (3) To the Independent Management Provider by wire transfer of immediately available funds (not to exceed $25,000 annually), all Independent Management Provider Fees then due and payable for all Series then Outstanding; (4) To the Manager, any unpaid Management Fees and any Management Fee Arrearages and any unreimbursed Manager Advances, to the extent not withheld by the Manager in accordance with the terms of the Management Agreement; (5) To the Issuer to pay Issuer Expenses (in an aggregate amount not to exceed $50,000 annually) to the extent such payments would not result in the occurrence of an Early Amortization Event or an Event of Default; (6) To the Administrative Agent, the amount of Administrative Agent Fees (and any arrearages thereof) then due and payable; (7) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof; (8) In payment of the following amounts on a pro rata basis: to each Series Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments then due and payable for such Series; (9) To the Restricted Cash Account, the amount (if any) necessary to restore amounts on deposit therein to the Restricted Cash Amount for such Payment Date; (10) To the Series Account for each Series of Notes then Outstanding and subject to the provisions of Section 302(d), an amount equal to the Minimum Principal Payment Amounts then due and payable for such Series; (11) Each of the following on a pro rata and pari passu basis (based on amounts then due), (i) to the Series Account for each Series of Notes then Outstanding and subject to the provisions of Section 302(d), an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series and (ii) aboveto each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all references herein remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to deposits clause (7) above); (12) To the Series Account for each Series of Notes in accordance with the provisions of Section 302(e) hereof, an amount equal to the Supplemental Principal Payment Amount then due and withdrawals payable; (13) To each Series Account for each Series of Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts then due and payable to the Noteholders of such Series, including, without limitation, increased costs, taxes, indemnity payments and other amounts (including additional principal payment amounts) identified in the related Supplement; (14) To the Independent Management Provider, any remaining unpaid amounts due and payable; (15) To the Indenture Trustee, the amount of any unpaid Indenture Trustee Fees, expenses and Indenture Trustee Indemnified Amounts to the extent not paid pursuant to clause (1) above; (16) To the Manager Transfer Facilitator, the amount of any unpaid Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement to the extent not paid pursuant to clause (2) above; (17) To the officers and directors of the Issuer, the amount of any unpaid indemnification payments then due and payable to them by the Issuer; (18) To the Manager in the amount of any unpaid indemnification payments payable to the Manager pursuant to the Management Agreement; and (19) To the Issuer (or its designee), any remaining Available Distribution Amount. (II) On each Payment Date, if an Early Amortization Event shall have occurred and then be continuing with respect to any Series then Outstanding, but no Event of Default has occurred and is continuing: (1) To the Indenture Trustee by wire transfer of immediately available funds, (A) all Indenture Trustee Fees (including any out of pocket expenses of the Indenture Trustee) then due and payable for all Series then Outstanding and (B) all Indenture Trustee Indemnified Amounts (the sum of (A) and (B) not to exceed $40,000 annually, with respect to each Series of Notes then Outstanding); (2) To the Manager Transfer Facilitator, the amount of any Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts (not to exceed annually the sum of $40,000 less any amounts paid in clause (1) above)) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement; (3) To the Independent Management Provider by wire transfer of immediately available funds (not to exceed $25,000 annually), all Independent Management Provider Fees then due and payable for all Series then Outstanding; (4) To the Manager, any unpaid Management Fees and any Management Fee Arrearages and any unreimbursed Manager Advances, to the extent not withheld by the Manager in accordance with the terms of the Management Agreement; (5) To the Issuer, to pay Issuer Expenses (in an aggregate amount not to exceed $50,000 annually) to the extent such payments would not result in the occurrence of an Event of Default; (6) To the Administrative Agent, the amount of Administrative Agent Fees (and any arrearages thereof) then due and payable; (7) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof; (8) In payment of the following amounts on a pro rata basis: to each Series Account for each Series of Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to the Interest Payments then due and payable for such Series; (9) To the Restricted Cash Account, the amount (if any) necessary to restore amounts on deposit therein to the Restricted Cash Amount for such Payment Date; (10) To the Series Account for each Series of Notes then Outstanding and subject to the provisions of Section 302(d) hereof, an amount equal to the Minimum Principal Payment Amounts then due and payable for such Series; (11) Each of the following on a pro rata and a pari passu basis (based on amounts then due), all remaining Available Distribution Amount, (1) to the Series Account for each Series of Notes then Outstanding and subject to the provisions of Section 302(d) hereof, an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series and (2) to each Interest Rate Hedge Provider, the remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (7) above), until such amounts are paid in full; (12) To each Series Account for each Series of Notes then Outstanding (other than the Series Account for any Series of Warehouse Notes for which a Conversion Event has not occurred) on a pro rata basis (based on the unpaid principal balance then Outstanding), until the principal balance of all Notes then Outstanding are paid in full; (13) To each Series Account for each Series of Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts then due and payable to the Noteholders of such Series, including, without limitation, Default Interest, increased costs, taxes and indemnity payments identified in the related Supplement; (14) To the Independent Management Provider, any remaining unpaid amounts due and payable; (15) To the Indenture Trustee, the amount of any unpaid Indenture Trustee Fees, expenses and Indenture Trustee Indemnified Amounts to the extent not paid pursuant to clause (1) above; (16) To the Manager Transfer Facilitator, the amount of any unpaid Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement to the extent not paid pursuant to clause (2) above; (17) To the officers and directors of the Issuer, the amount of any unpaid indemnification payments then due and payable to them by the Issuer; (18) To the Manager in the amount of any unpaid indemnification payments payable to the Manager pursuant to the Management Agreement; and (19) To the Issuer (or its designee), any remaining Available Distribution Amount. (III) On each Payment Date, if an Event of Default shall have occurred and then be continuing with respect to any Series then Outstanding, the Indenture Trustee will make the following payments 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 Available Distribution Amount then on deposit in the Trust Account to the following Persons in the following order of priority: (1) To the Indenture Trustee by wire transfer of immediately available funds (A) all distributions in respect Indenture Trustee Fees (including any out of pocket expenses of the Uncertificated REMIC Interests received Indenture Trustee) then due and payable for all Series then Outstanding and (B) all Indenture Trustee Indemnified Amounts (the sum of (A) and (B) not to exceed $75,000 annually, with respect to each Series of Notes then Outstanding); (2) To the Manager Transfer Facilitator, the amount of any Manager Transfer Facilitator Fee (including any reimbursements and indemnification amounts (not to exceed annually the sum of $75,000 less any amounts paid in clause (1) above)) payable to the Manager Transfer Facilitator pursuant to the Manager Transfer Facilitator Agreement; (3) To the Independent Management Provider by it as Securities Administrator hereunder. All wire transfer of immediately available funds (not to exceed $25,000 annually), all Independent Management Provider Fees then due; (4) To the Manager, any unpaid Management Fees and any Management Fee Arrearages to the extent not withheld by the Manager in accordance with the terms of the Management Agreement; (5) To the Issuer, to pay Issuer Expenses (in an aggregate amount not to exceed $250,000 annually); (6) To the Administrative Agent, the amount of Administrative Agent Fees (and any arrearages thereof) then due and payable; (7) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof; (8) In payment of the following amounts on a pro rata basis: to each Series Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments then due and payable for such distributions deposited from time Series; (9) One of the following: (A) if the Notes of any Series then Outstanding have been accelerated, each of the following on a pro rata and a pari passu basis (based on amounts then due), all remaining Available Distribution Amount, (1) to time each Series Account, the then unpaid principal balance of the related Notes (pro rata based on the amounts unpaid on the date on which such Event of Default first occurs) and (2) to each Interest Rate Hedge Provider, the remaining amounts then due and payable under the related Interest Rate Hedge Agreement, until such amounts are paid in full; or (B) if none of the Notes of any Series then Outstanding has been accelerated, each of the following on a pro rata and a pari passu basis (based on amounts then due), all remaining Available Distribution Amount, (1) to the Series Account for each Series of Notes then Outstanding (pro rata based on the amounts unpaid on the date on which such Event of Default occurs) the then unpaid principal balances of all Notes then Outstanding are paid in full and (2) to each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (7) above); (10) To each Series Account for each Series of Notes then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts then due and payable to the Noteholders of such Series, including, without limitation, Default Interest, increased costs, taxes and indemnity payments identified in the Trust Account related Supplement; (11) To the Indenture Trustee, the amount of any unpaid Indenture Trustee Fees, expenses and all investments made with such moneysIndenture Trustee Indemnified Amounts to the extent not paid pursuant to clause (1) above; (12) To the Manager Transfer Facilitator, the amount of any unpaid Manager Transfer Facilitator Fee (including all income or other gain from such investments, shall be held by any reimbursements and indemnification amounts) payable to the Securities Administrator in Manager Transfer Facilitator pursuant to the Trust Account as part of Manager Transfer Facilitator Agreement) to the Trust Fund as herein provided, subject to withdrawal by the Securities Administrator for distributions on the Certificates.extent not pa

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 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 or before (a) As of the Issue DateMerger Effective Time, the Securities Administrator obligations of Parent to dissolve or liquidate within a specified time period as contained in the Parent Charter will be terminated and Parent shall either have no obligation whatsoever to dissolve and liquidate the assets of Parent by reason of the consummation of the Business Combination, and no Parent stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder previously validly elected to redeem his, her or its shares of Parent Common Stock pursuant to the Parent Charter (and in accordance with the mechanics for such redemption set forth in the Proxy Statement). Upon satisfaction or waiver of the conditions set forth in Section 8.1 and Section 8.2 and notice thereof to the Trustee (which such notice Parent shall provide to the Trustee in accordance with the terms of the Trust Agreement), (a) in accordance with and pursuant to the Trust Agreement, at the Merger Effective Time, Parent shall (i) open cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) cause the Trustee to, and the Trustee shall thereupon be obligated to pay (A) as and when due all amounts payable to stockholders of Parent holding shares of Parent Common Stock sold in Parent's initial public offering who shall have previously validly elected to redeem their shares of Parent Common Stock pursuant to the Parent Charter (and, in accordance with a depository institution one or more trust accounts the mechanics for such redemption set forth in the name of Proxy Statement), and (B) immediately thereafter all remaining amounts then available in the Trustee on behalf Trust Account to the Exchange Agent in accordance with this Agreement and the Exchange Agent Agreement and (b) thereafter, the Trust Account shall terminate. (b) Immediately following the termination of the Trust Fund that Account, Parent shall collectively be pay all other liabilities and obligations of Parent due and owing or incurred at or prior to the “Trust Account,” Closing, including all amounts payable (i) to the Underwriter in an amount equal to $2,250,000 representing deferred underwriting commissions and discounts payable upon consummation of the Business Combination, (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 documented Expenses of the Holders Company, Parent, and their respective Affiliates collectively in accordance with Section 10.1, to the legal counsel to each of Parent and/or any of its Subsidiaries or, the Certificates Company and/or any of its Subsidiaries or any holder of Company Common Stock in connection with efforts to effect the transactions contemplated hereby and by the Ancillary Agreements, (iii) maintain the Trust Account in the form of any combination of accounts with respect to filings, applications and/ or book entries described in clauses (i) other actions taken pursuant to this Agreement or applicable Law and (iiiv) above. Any manner or manners in which with respect to the Trust Account is maintained may at any time be changed without notice to, or the approval of, Holders other documented Expenses of the Certificates so long as funds held Company, Parent, and their respective Affiliates collectively in the Trust Fund byaccordance with Section 10.1, or for the account ofincluding, to third parties (e.g., professionals, advisors, printers, etc.) who have rendered services to Parent and/or any of its Subsidiaries or, the Securities Administrator shall at all times be identified. To Company and/or any of its Subsidiaries or any holder of Company Common Stock in connection with efforts to effect the extent that the Trust Account is maintained transactions contemplated hereby and 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 CertificatesAncillary Agreements.

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 ▇▇▇▇▇ 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 (a) The Borrower has established and shall maintain the Issue Date, the Securities Administrator shall either (i) open with a depository institution one or more trust accounts Trust Account. The Trust Account is 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 accountsBorrower, 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 Administrative Agent (on behalf of the Certificates Secured Parties), with ▇▇▇▇▇ Fargo Bank N.A. The Trust Account shall at all times be under the “control” (as defined in the UCC) of the Administrative Agent for the benefit of the Secured Parties. (b) The Borrower shall not establish any additional bank accounts or lock boxes (other than the Trust Account and the Restricted Cash Account) without prior written notice to, and the prior written consent of, the Administrative Agent, in each instance. Any such additional or successor bank account must be maintained with a bank or trust company acceptable to the Required Lenders. (c) The Borrower shall cause the Sub-Manager to deposit into the Trust Account, at the times and in the amounts required pursuant to the terms of the Management Agreement all Gross Revenue relating to the Containers in the Borrower Fleet. The Borrower shall cause any Gross Revenue and other amounts related to the Collateral not deposited into a Sub-Manager Account, including any such amounts received by the Manager, the Seller or any of their Affiliates, to be deposited into the Trust Account within three (3) Business Days after receipt of such payment. So long as no Early Amortization Event or Manager Default shall have occurred and then be continuing, the Manager shall be permitted to request the Administrative Agent to withdraw (to the extent not previously withheld) from amounts on deposit in the Trust Account, or otherwise net out, from amounts otherwise required to be deposited to the Trust Account the amount of any Management Fee or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date. (d) On each Payment Date, the Borrower, based on the Manager Report, shall distribute funds in an amount equal to the sum (without duplication) of (i) all of the Collections received during the related Collection Period, less an amount up to the Management Fee and Management Fee Arrearage withheld by the Manager in accordance with the terms of the Management Agreement, (ii) all amounts received by the Borrower during the related Collection Period pursuant to any Interest Rate Hedge Agreement, (iii) maintain any Warranty Purchase Amounts received by the Borrower during the related Collection Period, (iv) the amount of all Manager Advances for use on such Payment Date, (v) any earnings on Eligible Investments in the Trust Account in Account, to the form extent that such earnings were credited to such account during the related Collection Period, (vi) any amounts transferred from the Restricted Cash Account, (vii) any cash capital contributions and (viii) other payments required by the Loan Documents to be deposited therein (the sum of any combination of accounts or book entries the amounts described in clauses (i) and through (ii) aboveviii), the “Available Distribution Amount”). Any manner or manners in which Such Available Distribution Amount shall be distributed to 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 following Persons in the Trust Fund following order of priority, with no payment being made toward any item unless and until all prior items have been fully satisfied: (I) On each Payment Date on which no Event of Default shall have occurred and then be continuing, in the following order of priority: (1) To the Administrative Agent, the Administrative Agent Fee and other expenses and amounts then due and owing to the Administrative Agent; (2) To the Manager, the Management Fee and any Management Fee Arrearage, in each case to the extent not previously withheld by, or distributed to, the Manager in accordance with the terms of the Management Agreement and the other Loan Documents; (3) To the Manager, in reimbursement of any unreimbursed Manager Advances in accordance with the terms of the Management Agreement and the other Loan Documents; (4) To the Borrower, an amount equal to Borrower Expenses then due and payable; provided, however that the amount payable pursuant to this clause (4) in any twelve month period shall not exceed Seventy Five Thousand Dollars ($75,000); (5) On a pro rata and pari passu basis based on the amounts then owing pursuant to this clause (5): (A) to each Lenders, on a pro rata basis, its Commitment Percentage of the Commitment Fee Amounts and interest payments (other than Default Interest) then due and owing with respect to the Loans, and (B) to each Interest Rate Hedge Provider, on a pro rata basis based on the amounts then owing to all Interest Rate Hedge Providers pursuant to this clause (5)(B), the amount of any scheduled payments (but not termination payments) then due and payable pursuant to the terms of any Interest Rate Hedge Agreement then in effect, together with any such amounts past due and any interest thereon; (6) To the Restricted Cash Account, an amount such that the total amount of cash and Eligible Investments on deposit therein is equal to the Restricted Cash Target Balance for such Payment Date; (7) Each of the account following on a pro rata and pari passu basis: (A) to each Lender, on a pro rata basis (calculated based on the then unpaid principal balance of their respective unpaid Loans), an amount equal to the sum of its Commitment Percentage of, the Securities Administrator shall at Scheduled Principal Payment Amount for such date; and (B) to each Interest Rate Hedge Provider, on a pro rata basis based on the amounts then owing to all times be identified. Interest Rate Hedge Providers pursuant to this clause (7), the amount of any unpaid payments then due and payable (including termination payments) pursuant to the terms of any Interest Rate Hedge Agreement then in effect; (8) To the Lenders, on a pro rata basis (calculated based on the then unpaid principal balance of their respective Loans) an amount equal to its Commitment Percentage of the Supplemental Principal Payment Amount for such Payment Date; (9) If an Early Amortization Event has occurred and is continuing, all remaining Available Distribution Amounts shall be paid to the Lenders until the unpaid principal balance of all Loans have been repaid in full; (10) To each Lender, on a pro rata basis based on amounts then owing to each such Lender pursuant to this clause (10), all Default Interest, taxes, increased costs, indemnification, expenses and any other amounts due and owing to such Lender pursuant to the terms of the Loan Documents; (11) To the Manager, the amount of any unpaid indemnity payments or other amounts owing to the Manager pursuant to the terms of the Management Agreement; and (12) To the Borrower, any remaining Available Distribution Amount. (II) On each Payment Date on which an Event of Default shall have occurred and then be continuing, in the following order of priority: (1) To the Administrative Agent, the Administrative Agent Fee and other expenses and amounts then due and owing to the Administrative Agent; (2) To the Manager, the Management Fee and any Management Fee Arrearage, in each case to the extent not previously withheld by, or distributed to, the Manager in accordance with the terms of the Management Agreement and the other Loan Documents; (3) To the Manager, in reimbursement of any unreimbursed Manager Advances in accordance with the terms of the Management Agreement and the other Loan Documents; (4) To the Borrower, an amount equal to Borrower Expenses then due and payable; provided, however that the Trust Account is maintained by the Securities Administrator in the manner provided for in amount payable pursuant to this clause (ii4) abovein any twelve month period shall not exceed Seventy Five Thousand Dollars ($75,000); (5) On a pro rata and pari passu basis based on amounts then owing pursuant to this clause (5): (A) to each Lender, on a pro rata basis, its Commitment Percentage of the Commitment Fee Amounts and all interest payments (other than Default Interest) then due and owing with respect to the unpaid Loans; and (B) to each Interest Rate Hedge Provider, on a pro rata basis based on the amounts then owing pursuant to this clause (5)(B), the amount of any scheduled payments (but not termination payments) then due and payable to all Interest Rate Hedge Providers pursuant to the terms of any Interest Rate Hedge Agreement then in effect, together with any such amounts past due; (6) Each of the following on a pro rata basis, all references herein remaining Available Distribution Amount: (A) To each Lender, on a pro rata basis (calculated based on the then unpaid principal balance of their respective unpaid Loans), the unpaid principal balance of all Loans until the Aggregate Loan Principal Balance has been reduced to deposits zero; and withdrawals from (B) To each Interest Rate Hedge Provider, on a pro rata basis, the Trust Account shall be deemed to refer to credits amount of any unpaid payments then due and debits payable (including termination payments) pursuant to the related books terms of any Interest Rate Hedge Agreement then in effect; (7) To each Lender, on a pro rata basis based on amounts then owing to each such lender pursuant to this clause (7), all Default Interest, taxes, increased costs, indemnification, expenses and any other amounts due and owing to such Lender pursuant to the terms of the Securities Administrator. The Securities Administrator shall deposit in Loan Documents; (8) To the Trust Account all distributions in respect Manager, the amount of any unpaid indemnity payments or other amounts owing to the Manager pursuant to the terms of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All such distributions deposited from time to time in Management Agreement; and (9) To the Trust Account and all investments made with such moneysBorrower, 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 Certificatesany remaining Available Distribution Amount.

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 ▇▇▇.▇▇▇.▇▇▇, 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. (a) On or before prior to the Issue Closing Date, the Securities Administrator Borrower shall either (i) open with a depository institution one or more trust accounts establish and maintain the Trust Account. The Trust Account shall be established 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 Borrower for the benefit of the Holders Lenders with a bank or trust company acceptable to the Agent and the Lenders. The Trust Account shall at all times be under the “control” (as defined in the UCC) of the Certificates Agent for the benefit of itself, the Lender and the Interest Rate Hedge Counterparties (b) The Borrower shall not establish any additional Trust Accounts without prior written notice to, and the prior written consent of, the Agent, in each instance. (c) The Borrower shall cause the Manager to deposit into the Trust Account, at the times and in the amounts required pursuant to the terms of the Management Agreement and, from and after the end of the Transition Period, the Intercreditor Agreement, all Gross Revenue relating to the Containers. The Borrower shall cause any Gross Revenue not deposited (i) during the Transition Period, into the PNC Collection Account and (ii) thereafter, into a Manager Collection Account (as defined in the Management Agreement), including any such amounts received by the Manager, the Seller or any of their Affiliates, to be deposited into the Trust Account within three Business Days after receipt of such payment. So long as no Early Amortization Event or Manager Default shall have occurred and then be continuing, the Manager shall be permitted to request the Agent to withdraw (to the extent not previously withheld) from amounts on deposit in the Trust Account, or otherwise net out, from amounts otherwise required to be deposited to the Trust Account the amount of any Management Fee or Management Fee Arrearage that would otherwise be due and payable on the immediately succeeding Payment Date. (d) On each Payment Date, the Borrower, based on the Manager Report, shall distribute funds in 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 deducted in accordance with the Credit Agreement and the other Loan Documents received during the related Collection Period, (ii) all amounts received by the Borrower during the related Collection Period pursuant to any Interest Rate Hedge Agreement, (iii) maintain any Warranty Purchase Amounts received by the Borrower during the related Collection Period, (iv) the amount of all Manager Advances for use on such Payment Date, (v) any earnings on Eligible Investments in the Trust Account, to the extent that such earnings were credited to such account during the related Collection Period, (vi) any amounts otherwise distributable to the Borrower on a prior Payment Date but retained in the Trust Account in on such Payment Date due to the form existence of any combination a Cash Trapping Event, and (vii) other payments required by the Loan Documents to be deposited therein (the sum of accounts or book entries the amounts described in clauses (i) and through (ii) abovevii), the “Available Distribution Amount”). Any manner or manners in which Such Available Distribution Amount shall be distributed to 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 following Persons in the Trust Fund following order of priority, with no payment being made toward any item unless and until all prior items have been fully satisfied: (I) On each Payment Date, if neither an Early Amortization Event nor an Event of Default shall have occurred and then be continuing, in the following order of priority: (1) To the Manager, the Management Fee and any Management Fee Arrearage, in each case to the extent not previously withheld by, or for the account ofdistributed to, the Securities Administrator shall at all times be identified. Manager in accordance with the terms of the Loan Documents; (2) To the extent that Manager, in reimbursement of any unreimbursed Manager Advances in accordance with the Trust Account terms of the Loan Documents; (3) To the Lenders, on a pro rata basis based on the amounts then owing pursuant to this clause (3), all interest payments then due and owing on the Notes; (4) To each Interest Rate Hedge Provider, on a pro rata basis based on the amounts then owing pursuant to this clause (4), the amount of any scheduled payments (but not termination payments) then due and payable pursuant to the terms of any Interest Rate Hedge Agreement then in effect, together with any such amounts past due and any interest thereon; (5) To the Agent, the Agent Fee then due and owing; (6) Each of the following on a pro rata basis: (A) To each Lender, on a pro rata basis (calculated based on the then unpaid principal balance of their respective Notes), an amount equal to any principal prepayment required pursuant to Section 3.2 hereof; and (B) To each Interest Rate Hedge Provider, on a pro rata basis based on the amounts then owing pursuant to this clause (8), the amount of any unpaid payments then due and payable (including termination payments) pursuant to the terms of any Interest Rate Hedge Agreement then in effect; (7) To each Lender, on a pro rata basis based on amounts then owing to each such lender pursuant to this clause (7), all taxes, increased costs, indemnification, expenses and any other amounts due and owing to such Lender pursuant to the terms of the Loan Documents; (8) To the Borrower, if no Cash Trapping Event is maintained by the Securities Administrator then continuing, any remaining Available Distribution Amount. II On each Payment Date, if an Early Amortization Event or an Event of Default shall have occurred and then be continuing, in the manner provided for following order of priority: (1) To the Manager, the Management Fee and any Management Fee Arrearage, in each case to the extent not previously withheld by, or distributed to, the Manager in accordance with the terms of the Loan Documents; (2) To the Manager, in reimbursement of any unreimbursed Manager Advances in accordance with the terms of the Loan Documents; (3) To the Lenders, on a pro rata basis based on amounts then owing pursuant to this clause (ii) above3), all references herein interest payments then due and owing on the Notes; (4) To each Interest Rate Hedge Provider, on a pro rata basis based on the amounts then owing pursuant to deposits this clause (4), the amount of any scheduled payments (but not termination payments) then due and withdrawals from the Trust Account shall be deemed to refer to credits and debits payable pursuant to the related books terms of any Interest Rate Hedge Agreement then in effect, together with any such amounts past due and any interest thereon; (5) To the Agent, the Agent Fee then due and owing; (6) Each of the Securities Administrator. The Securities Administrator shall deposit in following on a pro rata basis, all remaining Available Distribution Amount: (A) To each Lender, on a pro rata basis (calculated based on the Trust Account all distributions in respect then unpaid principal balance of their respective Notes), the unpaid principal balance of the Uncertificated REMIC Interests received by it as Securities Administrator hereunder. All Notes until the Aggregate Note Principal Balance has been reduced to zero; and (B) To each Interest Rate Hedge Provider, on a pro rata basis, the amount of any unpaid payments then due and payable (including termination payments) pursuant to the terms of any Interest Rate Hedge Agreement then in effect; (7) To each Lender, on a pro rata basis based on amounts then owing to each such distributions deposited from time lender pursuant to time in this clause (7), all taxes, increased costs, indemnification, expenses and any other amounts due and owing to such Lender pursuant to 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 terms of the Trust Fund as herein providedLoan Documents; (8) To the Borrower, subject to withdrawal by the Securities Administrator for distributions on the Certificatesany remaining Available Distribution Amount.

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, ACAH 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 March 3, 2021 (the Securities Administrator shall at all times “Trust Agreement”), between ACAH and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”). The Trust Agreement is valid and in full force and effect and enforceable against ACAH in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws generally affecting 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 ACAH SEC Reports to be identified. To inaccurate in any material respect or, to ACAH’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 ACAH Stockholders who shall have elected to redeem their ACAH Class A Shares pursuant to the Governing Documents of ACAH or (iii) if ACAH fails to complete a business combination within the allotted time period set forth in the Governing Documents of ACAH and liquidates the Trust Account, subject to the terms of the Trust Agreement, ACAH (in limited amounts to permit ACAH to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of ACAH) and then the Pre-Closing ACAH 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 ACAH and the Trust Agreement. As of the date of this Agreement, ACAH 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 ACAH’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 March 3, 2021, until the date of this Agreement, ACAH 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 ACAH Stockholders who have elected to redeem their ACAH Class A Shares pursuant to the Governing Documents of ACAH, each in accordance with the terms of and as herein providedset forth in the Trust Agreement), subject ACAH shall have no further obligation under either the Trust Agreement or the Governing Documents of ACAH 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 (ia) open with a depository institution one At each such point that redemptions are submitted for 500,000 or more trust accounts shares of Parent Capital Stock, Parent shall notify the Company as soon as reasonably practicable (not to exceed five (5) Business Day) if it is notified 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 writing of any such amounts as being held redemptions by it in its capacity as Securities Administrator for a holder of Parent Capital Stock. For the benefit sake of clarity, a notification shall be made if there is a redemption of 500,000 shares of Parent Capital Stock, 1,000,000 shares of Parent Capital Stock and so on. In addition, upon written request from the Holders Company, Parent will provide to the Company the most recent account statements of the Certificates or (iii) maintain the Trust Account in Parent’s possession within five (5) Business Days of each such request. (b) As of the form Effective Time, the obligations of Parent to dissolve or liquidate within a specified time period as contained in the Parent Charter will be terminated and Parent shall have no obligation whatsoever to dissolve and liquidate the assets of Parent by reason of the consummation of the Merger or otherwise, and no stockholder of Parent shall be entitled to receive any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which amount from the Trust Account is maintained may at except with respect to such stockholder’s Redemption Shares in accordance with Article II. At least forty-eight (48) hours prior to the Closing Date, Parent shall provide notice to the Trustee in accordance with Section 1(i) of the Trust Agreement and shall deliver any time other documents, opinions, or notices required to be changed without notice delivered to the Trustee pursuant to the Trust Agreement and cause the Trustee on the Closing Date and prior to the 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 Account to Parent and thereafter Parent shall at all times be identified. To the extent that cause 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 Agreement to refer to credits and debits to the related books terminate. (c) Immediately following Parent’s receipt of the Securities Administrator. The Securities Administrator shall deposit funds held in the Trust Account on the Closing Date, and prior to the Effective Time, Parent shall pay all distributions liabilities and obligations of Parent due and owing or incurred at or prior to the Effective Time, including (i) the Convertible Promissory Note to the extent of any outstanding amount that has not been converted into Parent Warrants, and (ii) the fees of Citigroup Global Markets Inc. set forth in respect Section 3.16 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 CertificatesParent Disclosure Letter.