tritontcfviiiseriessuppl






                                         Exhibit 4.2                                                                  TRITON CONTAINER FINANCE VIII LLC                                      Issuer                                        and                   WILMINGTON TRUST, NATIONAL ASSOCIATION                                  Indenture Trustee                          ______________________________                            SERIES 2020-1 SUPPLEMENT                             Dated as of September 21, 2020                                         to                                    INDENTURE                             Dated as of September 21, 2020                          ______________________________      $1,300,000,000 FIXED RATE ASSET-BACKED NOTES, SERIES 2020-1, CLASS A        $65,800,000 FIXED RATE ASSET-BACKED NOTES, SERIES 2020-1, CLASS B                                                 737897646 20654080 





 






                                Table of Contents                                                                                                                      Page     ARTICLE I      ARTICLE I  DEFINITIONS; CALCULATION GUIDELINES .................... 1        Section 101    Definitions............................................................................................ 1  ARTICLE II      CREATION OF THE SERIES 2020-1 NOTES ............................................ 14        Section 201    Designation ........................................................................................ 14        Section 202     Authentication and Delivery .............................................................. 15        Section 203    Interest Payments on the Series 2020-1 Notes ................................... 16        Section 204     Principal Payments on the Series 2020-1 Notes ................................ 16        Section 205     Prepayment of Principal on the Series 2020-1 Notes ........................ 17        Section 206    Restrictions on Transfer ..................................................................... 19        Section 207    Grant of Security Interest ................................................................... 24  ARTICLE III     SERIES 2020-1 SERIES ACCOUNT AND ALLOCATION AND                 APPLICATION OF AMOUNTS THEREIN ................................................ 25        Section 301    Series 2020-1 Series Account ............................................................ 25        Section 302    Investment of Funds ........................................................................... 26        Section 303     Distributions from Series 2020-1 Series Account ............................. 26        Section 304    Series 2020-1 Restricted Cash Account ............................................. 33         Section 305    Letters of Credit ................................................................................. 34         Section 306    Series 2020-1 L/C Cash Account ....................................................... 35         Section 307    Series 2020-1 Revenue Reserve Account .......................................... 36         Section 308   Allocation of Shared Available Funds ............................................... 36   ARTICLE IV     SERIES 2020-1 EARLY AMORTIZATION EVENTS, DEFAULTS                  AND CASH SWEEP EVENTS ..................................................................... 39         Section 401   Series 2020-1 Early Amortization Events .......................................... 39         Section 402    Series 2020-1 Events of Default ........................................................ 39         Section 403    Series 2020-1 Manager Default and Series 2020-1 Back-up                        Manager Events ................................................................................. 41         Section 404    Series 2020-1 Cash Sweep Events ..................................................... 42   ARTICLE V      REPRESENTATIONS AND WARRANTIES .............................................. 43         Section 501    Existence ............................................................................................ 43         Section 502    Authorization ..................................................................................... 43         Section 503   No Conflict; Legal Compliance ......................................................... 43         Section 504    Validity and Binding Effect ............................................................... 44         Section 505    Other Regulations .............................................................................. 44         Section 506    Solvency and Separateness ................................................................ 44         Section 507   Survival of Representations and Warranties ...................................... 45         Section 508    No Default .......................................................................................... 45         Section 509   Litigation and Contingent Liabilities ................................................. 45        Section 510    Title; Liens ......................................................................................... 45        Section 511    Subsidiaries ........................................................................................ 45      i    737897646 20654080 





 






                                Table of Contents                                     (continued)                                                                            Page            Section 512    Ownership of the Issuer ..................................................................... 45         Section 513    Security Interest Representations ....................................................... 45         Section 514   United States Federal Income Tax Election ....................................... 46   ARTICLE VI     COVENANTS ............................................................................................... 46         Section 601   Protection of Series 2020-1 Collateral ............................................... 46        Section 602    Negative Covenants ........................................................................... 47        The Issuer will not, without the prior written consent of the Control Party: ................... 47  ARTICLE VII     MISCELLANEOUS PROVISIONS .............................................................. 48        Section 701    Ratification of Indenture .................................................................... 48        Section 702    Counterparts ....................................................................................... 48        Section 703    Governing Law .................................................................................. 48        Section 704    Notices to the Rating Agency ............................................................ 49        Section 705     Amendments and Modifications ........................................................ 49        Section 706    Consent to Jurisdiction ....................................................................... 50        Section 707    Waiver of Jury Trial ........................................................................... 50        Section 708    No Petition ......................................................................................... 50        Section 709    Noteholder Information ..................................................................... 51        Section 710    Tax Basis Reporting ........................................................................... 51        Section 711     PATRIOT Act .................................................................................... 51        Section 712    Original Issue Discount...................................................................... 51         ii    737897646 20654080 





 






                                       EXHIBITS    EXHIBIT A-1     Form of 144A Global Note    EXHIBIT A-2     Form of Temporary Regulation S Global Note    EXHIBIT A-3     Form of Permanent Regulation S Global Note    EXHIBIT A-4     Form of Note Issued to Institutional Accredited Investors    EXHIBIT B       Form of Certificate to be Given by Noteholders    EXHIBIT C       Form of Certificate to be Given by Euroclear or Clearstream    EXHIBIT D       Form of Certificate to be Given by Transferee of Beneficial Interest In a                   Temporary Regulation S Global Note    EXHIBIT E       Form of Transfer Certificate for Exchange or Transfer From 144A Note to                   Regulations S Note   EXHIBIT F        Form of Initial Purchaser Exchange Instructions   EXHIBIT G        Additional Definitions used in Calculation of Series 2020-1 Manager                   Defaults and Series 2020-1 Back-Up Manager Events   EXHIBIT H        Form of Investment Letter   EXHIBIT I        Depreciation Policy for Managed Containers in the Series 2020-1 Series                   Specific Container Pool (Not Subject to Finance Lease)                                       SCHEDULES   SCHEDULE 1       Scheduled Targeted Principal Balances by Period   SCHEDULE 2       Maximum Concentrations of Lessees          iii    737897646 20654080 





 






           THIS SERIES 2020-1 SUPPLEMENT, dated as of September 21, 2020 (as amended,   modified and supplemented from time to time in accordance with the terms hereof, this   “Supplement”), is between TRITON CONTAINER FINANCE VIII LLC, a limited liability   company organized under the laws of Delaware (the “Issuer”), and WILMINGTON TRUST,   NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee (the   “Indenture Trustee”).                WHEREAS, pursuant to the Indenture, dated as of September 21, 2020 (as   amended, modified or supplemented from time to time in accordance with its terms, the   “Indenture”), between the Issuer and the Indenture Trustee, the Issuer may from time to time   direct the Indenture Trustee to authenticate one or more new Series of Notes.  The Principal   Terms of any new Series are to be set forth in a Supplement to the Indenture.                WHEREAS, pursuant to this Supplement, the Issuer shall create a new Series of   Notes (“2020-1”) and specify the Principal Terms thereof, and the Indenture Trustee, at the   direction of the Issuer, will authenticate the Notes of such Series 2020-1.                NOW THEREFORE, in consideration of the premises and mutual covenants   herein contained, the parties hereto agree as follows:                                      ARTICLE I                                                          ARTICLE I  DEFINITIONS; CALCULATION GUIDELINES          Section 101 Definitions.  (a) Whenever used in this Supplement, the following words   and phrases shall have the following meanings, and the definitions of such terms are applicable   to the singular as well as the plural forms of such terms and to the masculine as well as to the   feminine and neuter genders of such terms.          “144A Global Notes” means the 144A Global Notes substantially in the form of   Exhibit A-1 hereto.          “Aggregate Class A Note Principal Balance” means, as of any date of determination,   an amount equal to the sum of the Class A Note Principal Balances of all Class A Notes then   Outstanding.          “Aggregate Class B Note Principal Balance” means, as of any date of determination, an  amount equal to the sum of the Class B Note Principal Balances of all Class B Notes then  Outstanding.         “Aggregate Series 2020-1 Note Principal Balance” means, as of any date of  determination, an amount equal to the sum of the Aggregate Class A Note Principal Balance and  the Aggregate Class B Note Principal Balance.         “Available Drawing Amount” means, as of any date of determination, the maximum  amount available for a Letter of Credit Drawing under an Eligible Letter of Credit on such date.   Such amount will be determined by the Manager from time to time as the portion of the Series     737897646 20654080 





 






     2020-1 Restricted Cash Amount to be satisfied through the maintenance of such Eligible Letter   of Credit in accordance with Supplement.          “Benefit Plan” means an “employee benefit plan” as defined in Section 3(3) of ERISA   that is subject to Title I of ERISA, a “plan” described in and subject to Section 4975 of the Code   or an entity whose underlying assets include “plan assets” of any of the foregoing by reason of   an employee benefit plan’s or plan’s investment in such entity.          “Class A Advance Rate” means, for the Class A Notes, seventy-nine percent (79%).          “Class A Asset Base” means, as of any Determination Date,  an amount equal to the   product of (i) the quotient of the Class A Advance Rate divided by the Class B Advance Rate,  and (ii) the Series 2020-1 Asset Base.                “Class A Note” means any of the $1,300,000,000 Fixed Rate Asset-Backed Notes, Series  2020-1, Class A issued pursuant to the terms of this Supplement, substantially in the form of any  of Exhibit A-1, A-2, A-3 or A-4 to this Supplement.          “Class A Note Interest Payment” means, for the Class A Notes on each Payment Date,  an amount equal to the product of (i) the Class A Note Interest Rate, (ii) the Aggregate Class A  Note Principal Balance on the immediately preceding Payment Date, calculated after giving  effect to all principal payments on the Class A Notes actually paid on such date (or, in the case of  the first Payment Date, the Aggregate Class A Note Principal Balance on the Closing Date) and  (iii) one twelfth (or, in the case of the first Payment Date, the number of days in the first Interest  Accrual Period divided by 360).         “Class A Note Interest Rate” means two and eleven hundredths percent (2.11%) per  annum.           “Class A Note Principal Balance” means, with respect to any Class A Note as of any  date of determination, an amount equal to the excess, if any, of (x) the initial principal balance of  such Class A Note as of the Series 2020-1 Closing Date, over (y) the cumulative amount of all  Class A Scheduled Principal Payment Amounts and any other principal payments (including  Prepayments) actually paid to the related Class A Noteholder subsequent to the Series 2020-1  Closing Date.         “Class A Scheduled Principal Payment Amount” means, on each Payment Date, an  amount equal to the excess, if any, of (x) the then Aggregate Class A Note Principal Balance,  over (y) the Class A Scheduled Targeted Principal Balance for such Payment Date.          “Class A Scheduled Targeted Principal Balance” means, on each Payment Date, the  applicable amount set forth opposite such Payment Date under “Class A” in Schedule 1 hereto,  as such Schedule 1 may be adjusted from time to time in accordance with Sections 204 and 205  of this Supplement.  For each Payment Date occurring after the latest Payment Date on Schedule  1, the Class A Scheduled Targeted Principal Balance shall be zero. The Class A Scheduled  Targeted Principal Balance is the “Scheduled Targeted Principal Balance” (as defined in the  Indenture) with respect to the Class A Notes.      2    737897646 20654080 





 






           “Class A Supplemental Principal Payment Amount” means, on each Payment Date, an   amount equal to the excess, if any, of (i) the Aggregate Class A Note Principal Balance on such   Payment Date (calculated after giving effect to any payment of the Class A Scheduled Principal  Payment Amount actually paid on such Payment Date), over (ii) the Class A Asset Base  (determined as of the last day of the month immediately preceding such Payment Date).          “Class B Advance Rate” means, for the Class B Notes, eighty-three percent (83%).         “Class B Note” means any of the $65,800,000 Fixed Rate Asset-Backed Notes, Series  2020-1, Class B issued pursuant to this Supplement, substantially in the form of any of  Exhibits A-1, A-2, A-3 or A-4 to this Supplement.         “Class B Note Interest Payment” means for the Class B Notes on each Payment Date,  an amount equal to the product of (i) the Class B Note Interest Rate, (ii) the Aggregate Class B  Note Principal Balance on the immediately preceding Payment Date, calculated after giving  effect to all principal payments on the Class B Notes actually paid on such date (or, in the case of  the first Payment Date, the Aggregate Class B Note Principal Balance on the Series 2020-1  Closing Date) and (iii) one twelfth (or, in the case of the first Payment Date, the number of days  in the first Interest Accrual Period divided by 360).         “Class B Note Interest Rate” means three and seventy-four hundredths percent (3.74%)  per annum.          “Class B Note Principal Balance” means, with respect to any Class B Note as of any  date of determination, an amount equal to the excess, if any, of (x) the initial principal balance of  such Class B Note as of the Series 2020-1 Closing Date, over (y) the cumulative amount of all  Class B Scheduled Principal Payment Amounts and any other principal payments (including  Prepayments) actually paid to the related Class B Noteholder subsequent to the Series 2020-1  Closing Date.         “Class B Scheduled Principal Payment Amount” means, on each Payment Date, an  amount equal to the excess, if any, of (x) the then Aggregate Class B Note Principal Balance  over (y) the Class B Scheduled Targeted Principal Balance for such Payment Date.         “Class B Scheduled Targeted Principal Balance” means, on each Payment Date, the  applicable amount set forth opposite such Payment Date under “Class B” in Schedule 1 hereto,  as such Schedule 1 may be adjusted from time to time in accordance with Sections 204 and 205  of this Supplement.  For each Payment Date occurring after the latest Payment Date on Schedule  1, the Class B Scheduled Targeted Principal Balance shall be zero.  The Class B Scheduled  Targeted Principal Balance is the “Scheduled Targeted Principal Balance” (as defined in the  Indenture) with respect to the Class B Notes.         “Class B Supplemental Principal Payment Amount” means on each Payment Date an  amount equal to the excess, if any, of (i) the Aggregate Series 2020-1 Note Principal Balance on  such Payment Date (calculated after giving effect to all Class A Scheduled Principal Payment  Amounts, Class A Supplemental Principal Payment Amounts and Class B Scheduled Principal       3    737897646 20654080 





 






     Payment Amounts actually paid on such date) over (ii) the Series 2020-1 Asset Base (determined   as of the last day of the month immediately preceding such Payment Date).          “Control Party” means, with respect to Series 2020-1, the Majority of Holders of the   Series 2020-1 Notes.          “Disposition Fees” means, with respect to any Managed Container that (i) has been sold   to a third party, or (ii) is the subject of a Casualty Loss, an amount equal to the product of   (x) five percent (5%) and (y) the Disposition Proceeds realized thereon.          “DTC” shall have the meaning set forth in Section 206.          “Eligible Bank” means a banking, financial or similar institution capable of issuing an   Eligible Letter of Credit which institution has a long-term unsecured debt rating of “A-” or better   from the Rating Agency.          “Eligible Letter of Credit” a Letter of Credit (a) with respect to which the Rating   Agency Condition has been satisfied, (b) that is issued by an Eligible Bank and for which the   Indenture Trustee is the beneficiary, (c) that has a stated expiration date of not earlier than one   year after its issuance date and that permits drawing thereon (x) prior to non-renewal of such   Letter of Credit or (y) prior to the related Letter of Credit Bank ceasing to be an Eligible Bank,   in each case if not replaced by cash or a replacement Eligible Letter of Credit, (d) that may be   drawn upon at a branch of such institution in the Borough of Manhattan, New York or the City   of Wilmington, Delaware as the same shall be designated from time to time by notice to the   Indenture Trustee pursuant to the terms of such letter of credit, (e) which is payable in Dollars   in immediately available funds in an amount of not less than the available drawing amount   specified therein, and (f) that may be transferred by the Indenture Trustee, without a fee payable   by the Indenture Trustee and without the consent of the related Letter of Credit Bank, to any   replacement indenture trustee appointed in accordance with the terms of the Indenture.          “Interest Accrual Period” means, with respect to the calculation of Class A Note   Interest Payment and Class B Note Interest Payment payable on each Payment Date, the period   beginning with, and including, the immediately preceding Payment Date and ending on and   including the day before such Payment Date; except that the first Interest Accrual Period will be   the period beginning with and including the Series 2020-1 Closing Date and ending on and  including the day before the initial Payment Date.  Each Interest Accrual Period (other than the   initial Interest Accrual Period) shall be deemed to have a duration of thirty (30) days.  The initial  Interest Accrual Period for Series 2020-1 shall have a duration of 29 days.         “Issuance Date Restricted Cash Amount” means the Series 2020-1 Restricted Cash   Amount on the Issuance Date of the Series 2020-1 Notes; this amount shall be equal to   $10,968,578.          “Issuer EBIT” For any period, means the sum of Issuer Net Income, plus the following,   without duplication, to the extent deducted in calculating such Issuer Net Income:                (1)  all income tax expense in respect of any net income generated by the         Issuer;      4    737897646 20654080 





 






                 (2)   interest expense of the Issuer;                (3)   depreciation and amortization charges of the Issuer relating to any        increased depreciation or amortization charges resulting from purchase accounting         adjustments or inventory write-ups with respect to acquisitions or the amortization or         write-off of deferred debt or equity issuance costs;                (4)   all other non-cash charges of the Issuer (other than depreciation expense)         minus, with respect to any such non-cash charge that was previously added in a prior         period to calculate Issuer EBIT and that represents an accrual of or reserve for cash         expenditures in any future period, any cash payments made during such period;                (5) any non-capitalized costs incurred in connection with financings, the        acquisition of Containers or dispositions (including financing and refinancing fees and         any premium or penalty paid in connection with redeeming or retiring Indebtedness prior         to the stated maturity thereof pursuant to the agreements governing such Indebtedness);                (6)   all non-cash expenses attributable to incentive arrangements;                (7)  to the extent that any portion of the Management Fee payable during such         period was accrued and not paid during such period, the aggregate amount of expenses        attributable to all payments or accruals of Management Fee during such period; and               (8)    any indemnity payments made (regardless of to whom such payments are        made) pursuant to the Indenture;   in each case, for such period and as determined in accordance with GAAP.  For purposes of this   definition, “Indebtedness” shall have the meaning set forth in Exhibit G.           “Issuer Net Income” For any period, the aggregate net income (or loss) of the Issuer for   such period, determined in accordance with GAAP; provided, however, that there shall not be   included in such Issuer Net Income:                (1)   any gain (or loss) realized upon the sale or other disposition of assets         (other than Containers) of the Issuer (including pursuant to any sale-and-leaseback        arrangement) which are not sold or otherwise disposed of in the ordinary course of        business;               (2)    extraordinary gains or losses, as determined in accordance with GAAP;               (3)    income or loss attributable to discontinued operations (including, without        limitation, operations disposed of during such period whether or not such operations were        classified as discontinued);               (4)    the cumulative effect of a change in accounting principles, as determined        in accordance with GAAP;       5    737897646 20654080 





 






                 (5)   any adjustments, restructuring costs, non-recurring expenses, nonrecurring         fees, non-operating expenses, charges or other expenses (including bonus and retention         payments and non-cash compensation charges) incurred in connection with acquisitions         of Containers as well as acquisitions of a company or a business; and                (6)   Systems/Organizational Establishment Expenses;     in each case, for such period.          “Letter of Credit” means any irrevocable, transferable, unconditional standby letter of   credit issued for the benefit of the Indenture Trustee, for the benefit of the Series 2020-1   Noteholders, in accordance with the terms of this Supplement.          “Letter of Credit Bank” means the issuing bank of a Letter of Credit.          “Letter of Credit Drawing” has the meaning set forth in Section 305(b) hereof.          “Letter of Credit Fee” means the periodic interest and/or fees payable by the Issuer to a   Letter of Credit Bank for issuing a Letter of Credit; provided, however, that in no event shall the   Letter of Credit Fee include reimbursement for any unreimbursed draws made on the related   Letter of Credit.          “Majority of Holders” means, with respect to the Series 2020-1 Notes as of any date of   determination, (A) so long as the Class A Notes are Outstanding, Class A Noteholders holding   Class A Notes constituting more than fifty percent (50%) of the then Aggregate Class A Note  Principal Balance; and (B) at all times not covered by clause (A), Class B Noteholders holding   Class B Notes constituting more than fifty percent (50%) of the Aggregate Class B Note   Principal Balance.          “Management Fee” means, for any Payment Date with respect to the Series 2020-1   Notes, an amount equal to the sum of (A)  the product of (x) seven percent (7%) and (y) the   Long Term Fleet Interest related to the Series 2020-1 Series-Specific Container Pool allocated to   the Issuer for the preceding Collection Period (other than Container Revenues on Finance   Leases), (B) the product of (x) seven percent (7%) and (y) the Short Term Fleet Interest related   to the Series 2020-1 Series-Specific Container Pool allocated to the Issuer for the preceding   Collection Period, (C) the product of (x) five percent (5%) and (y) the Finance Lease Proceeds   related to the Series 2020-1 Series-Specific Container Pool for the preceding Collection Period,   and (D) the sum of all Disposition Fees related to the Series 2020-1 Series-Specific Container   Pool for the preceding Collection Period.          “Permitted Payment Date Withdrawal” means, each of the following: (a) for any   Payment Date other than the Series 2020-1 Legal Final Maturity Date, any shortfall in the   aggregate amount available in the Series 2020-1 Series Account or any other amounts available   under the Indenture or this Supplement to pay the Class A Note Interest Payment and the Class B   Note Interest Payment (calculated after giving effect to the application of all Series 2020-1   Available Funds on such Payment Date), and (b) on the Series 2020-1 Legal Final Maturity Date,   any shortfall in the aggregate amount available in the Series 2020-1 Series Account or any other   amounts available under the Indenture or this Supplement to pay the then Aggregate Series 2020-     6    737897646 20654080 





 






   1 Note Principal Balance and accrued but unpaid Class A Note Interest Payment and Class B  Note Interest Payment (calculated after giving effect to the application of all Series 2020-1  Available Funds on such Payment Date).         “Rating Agency” means, for Series 2020-1, S&P.         “Rating Agency Condition” means, with respect to any event, circumstance or matter  (including without limitation any matter arising under the Transaction Documents) relating  solely to the Series 2020-1 Notes, the satisfaction of the Rating Agency Condition with respect to  the Series 2020-1 Notes.         “Record Date” means, for the Series 2020-1 Notes for any Payment Date, the last  Business Day of the calendar month immediately preceding such Payment Date or, in the case of  the initial Payment Date for the Series 2020-1 Notes, the Series 2020-1 Closing Date.         “Required Payments” for the Series 2020-1 Notes for any Payment Date has the  meaning set forth in Section 201(f) hereof.         “Series 2020-1” means the Series of Notes the terms of which are specified in this  Supplement.         “Series 2020-1 Advance Rate” means each of the Class A Advance Rate and the Class B  Advance Rate.         “Series 2020-1 Aggregate Available Amount” means as of any date of determination,  an amount equal to the sum of the then amount available for drawings under all Eligible Letters  of Credit then in effect for Series 2020-1.          “Series 2020-1 Asset Allocation Percentage” means, as of any date of determination, a  fraction (expressed as a percentage) equal to (A) divided by (B), as follows:               (A)  a fraction (expressed as a percentage), (1) the numerator of which is an        amount, not less than zero, equal to (x) the then Series Unpaid Note Principal Balance for        the Series 2020-1 Notes minus (y) the amount of cash and Eligible Investments on        deposit in the Series 2020-1 Restricted Cash Account, and (2) the denominator of which        is 100% minus the Series 2020-1 Required Overcollateralization Percentage; and         (B)   the sum of the amount calculated in clause (A) above for all Series of Notes then  Outstanding; provided, that the Series 2020-1 Asset Allocation Percentage with respect to any  fee, expense or other amount that has otherwise been allocated solely to or incurred solely with  respect to Series 2020-1 shall be 100%.          “Series 2020-1 Asset Base” means, as of any Determination Date, an amount equal to  the sum of (a) the product of (i)  the Class B Advance Rate minus the Series 2020-1 Excess  Concentration Percentage (measured as of the last day of the immediately preceding calendar  month and (ii) the sum of (x) the Aggregate Net Book Value of the Series 2020-1 Series-Specific  Container Pool (measured as of the last day of the immediately preceding calendar month) and,  without duplication with respect to Managed Containers with Casualty Proceeds, (y) the     7   737897646 20654080 





 






     aggregate outstanding balance of receivables resulting from the sale or disposition of Managed   Containers in the Series 2020-1 Series-Specific Container Pool which have not been outstanding   for more than 60 days, plus (b) an amount equal to the aggregate amount of cash and Eligible   Investments on deposit in the Series 2020-1 Restricted Cash Account and the Series 2020-1 L/C   Cash Account on such Determination Date, plus (c) the available amount under all Eligible   Letters of Credit delivered by the Issuer pursuant to the terms of this Supplement.  For purposes   of the Indenture and this Supplement, the Series 2020-1 Asset Base is the “Asset Base” for   Series 2020-1.          “Series 2020-1 Asset Base Deficiency” means, as of any Determination Date, that the   Series Unpaid Principal Balance for the Series 2020-1 Notes exceeds the Series 2020-1 Asset   Base.          “Series 2020-1 Available Distribution Amount” means, as of any Determination Date,   an amount equal to the sum of (i) all Collections received with respect to the Series 2020-1   Series-Specific Container Pool during the immediately preceding Collection Period (or such   other additional period of time as the Control Party shall permit and such additional period shall   have been notified to the Indenture Trustee in writing and consented to by the Issuer in writing),   (ii) all other amounts not covered by clauses (i), (iii), (iv), (v) or (vi) of this definition received   by the Issuer with respect to the Series 2020-1 Series-Specific Container Pool subsequent to the   immediately preceding Payment Date that, pursuant to the terms of the Transaction Documents   are required to be deposited into the Series 2020-1 Series Account, (iii) any earnings on Eligible   Investments in the Series 2020-1 Series Account credited to the Series 2020-1 Series Account   subsequent to the immediately preceding Payment Date, (iv) amounts transferred from the Series   2020-1 Revenue Reserve Account to the Series 2020-1 Series Account on such Determination   Date and for the applicable Payment Date, (v) all Manager Advances made by the Manager with   respect to Series 2020-1 in accordance with the terms of the Management Agreement subsequent   to the immediately preceding Payment Date, and (vi) if so directed by the Issuer, other amounts,   proceeds and funds contemplated by the Indenture including amounts otherwise distributable to   the Issuer on prior Payment Dates that have been retained in, or transferred to, the Series 2020-1   Series Account.  For the avoidance of doubt, with respect to the Containers acquired by the   Issuer on the Series Issuance Date for the Series 2020-1 Notes, the Issuer is entitled to receive  Sales Proceeds in respect of such Containers only if such Sales Proceeds accrued after the date  on which such Containers became Managed Containers.         “Series 2020-1 Available Funds” means, as of any Determination Date, an amount equal  to the sum of (i) an amount equal to the Series 2020-1 Available Distribution Amount for the  most recently completed Collection Period, (ii) all amounts transferred to the Series 2020-1  Series Account from the Series 2020-1 Restricted Cash Account on such Determination Date,  (iii) the Series 2020-1 L/C Cash Account on such Determination Date or otherwise consisting of  proceeds of draws on an Eligible Letter of Credit, in each case solely to the extent constituting a  portion of a Permitted Payment Date Withdrawal on such Determination Date, (iv) the amount of  any Shared Available Funds (as defined in the Supplements for each other Series of Notes then  Outstanding) deposited to the Series 2020-1 Series Account on such Determination Date in  accordance with the terms of the Supplement for each other Series of Notes then Outstanding  and (v) any other amounts deposited into the Series 2020-1 Series Account pursuant to the terms  of this Supplement.      8    737897646 20654080 





 






           “Series 2020-1 Back-up Manager Event” shall have the meaning set forth in Section   403(b) hereof.          “Series 2020-1 Cash Interest Expense” means with respect to Series 2020-1 for any   period, an amount equal to the difference of (1) the Series 2020-1 Interest Expense for such   period minus (2) to the extent included in clause (1), (i) amortization or write off of debt issuance   or deferred financing costs, (ii) any non-cash interest expense related to any interest expense that   has not been paid in cash, and (iii) any incremental non-cash interest expense incurred as the   result of an accounting change that occurs after the Series 2020-1 Closing Date, in each case to   the extent allocable to Series 2020-1, plus (3) without duplication of amounts included in   clause (1), cash interest payments made in such period that were deducted from Series 2020-1  Cash Interest Expense in a prior period.         “Series 2020-1 Cash Sweep Event” shall have the meaning set forth in Section 404(a)  hereof.         “Series 2020-1 Cash Sweep Trigger Date” means the Payment Date in September 2027.         “Series 2020-1 Closing Date” means September 21, 2020, which is the “Closing Date”  (as defined in the Indenture) with respect to Series 2020-1.         “Series 2020-1 Collateral” shall have the meaning set forth in Section 207.         “Series 2020-1 Early Amortization Event” shall have the meaning set forth in   Section 401.  A Series 2020-1 Early Amortization Event shall be an “Early Amortization Event”   with respect to the Series 2020-1 Notes.          “Series 2020-1 EBIT” means for any period, the Issuer EBIT calculated with respect to   Series 2020-1 for such period.           “Series 2020-1 EBIT to Series 2020-1 Cash Interest Expense Ratio” means, as of the   end of the fiscal quarter preceding any date of determination, commencing with the fiscal quarter   ending September 30, 2021, the ratio of (a) the aggregate amount of the Series 2020-1 EBIT for   the most recent four consecutive fiscal quarters ending on or prior to such date of determination,   to (b) Series 2020-1 Cash Interest Expense for such four fiscal quarters.          “Series 2020-1 Event of Default” shall have the meaning set forth in Section 402.  A   Series 2020-1 Event of Default shall be an “Event of Default” with respect to the Series 2020-1   Notes.          “Series 2020-1 Excess Concentration Percentage” means, as of any Determination   Date, an amount equal to the sum, without duplication, of the following percentages (for   purposes of this definition (i) in the case of Managed Containers that are subject to the Master   Lease Agreement, each reference to a lessee shall refer to the end user under the applicable   sublease and each reference to a Lease Agreement shall refer to the applicable sublease and (ii)   the term “Managed Containers” shall refer to Managed Containers in the Series 2020-1 Series-  Specific Container Pool) and the term “Aggregate Net Book Value” shall refer to the Aggregate   Net Book Value of the Series 2020-1 Series-Specific Container Pool):       9    737897646 20654080 





 






                 (a)  Maximum Concentration of Dry Freight Special Containers.  The   percentage by which (x) the sum of the Net Book Values of all Managed Containers that are   Specialized Containers (other than refrigerated Containers) divided by the Aggregate Net Book  Value, expressed as a percentage, exceeds (y) twenty five percent (25%);               (b)    Maximum Concentration of any Three Lessees.  The percentage by which   (x) the sum of the Net Book Values of all Managed Containers then on lease to any three lessees   divided by the Aggregate Net Book Value, expressed as a percentage, exceeds (y) sixty-five   percent (65%); provided, however, that if two or more lessees shall engage in any transaction   (whether through merger, consolidation, stock sale, asset sale or otherwise) pursuant to which a   lessee shall become the owner of, or interest holder in, any other lessee’s leasehold interests in   one or more Managed Containers and the effect of such transaction is to cause a breach of the   foregoing threshold, then the foregoing threshold shall on the effective date of such transaction   be increased to an amount equal to the quotient, expressed as a percentage, (x) the numerator of   which shall equal the sum of (A) the sum of the Net Book Values of all Managed Containers on   lease to such transacting lessees immediately prior to such transaction, and (B) the sum of the   Net Book Values of all Managed Containers then on lease to the two other lessees having the   most Managed Containers then on lease with the Issuer (measured by Net Book Value) and   (y) the denominator of which shall equal the then Aggregate Net Book Value; and provided   further that, if the foregoing limitation has been increased to above sixty-five percent (65%) by   operation of the above proviso, then the percentage otherwise determined by this paragraph (b)   shall be increased, without duplication by (x) the sum of the Net Book Values of any additional  Managed Containers subsequently leased to any of such three lessees divided by (y) the  Aggregate Net Book Value, expressed as a percentage, until such time as the sum of the Net  Book Values of all Managed Containers then on lease to such three lessees does not exceed an  amount equal to sixty-five percent (65%) of the then Aggregate Net Book Value;               (c)   Maximum Concentration of any Three Finance Lessees.  The percentage   by which (x) the sum of the Net Book Values of all Managed Containers that are subject to a   Finance Lease and are then on lease to any three lessees divided by the Aggregate Net Book   Value, expressed as a percentage, exceeds (y) thirty percent (30%); provided, however, that if   two or more lessees shall engage in any transaction (whether through merger, consolidation,  stock sale, asset sale or otherwise) pursuant to which a lessee shall become the owner of, or  interest holder in, any other such lessee’s leasehold interests in one or more Managed Containers  and the effect of such transaction is to cause a breach of the foregoing threshold, then the  foregoing threshold shall on the effective date of such transaction be increased to an amount  equal to the quotient, expressed as a percentage, (x) the numerator of which shall equal the sum  of (A) the sum of the Net Book Values of all Managed Containers that are subject to a Finance  Lease and are then on lease to such transacting lessees immediately prior to such transaction, and  (B) the sum of the Net Book Values of all Managed Containers that are subject to a Finance  Lease and are then on lease to the two other lessees having the most such Managed Containers  then on lease with the Issuer (measured by Net Book Value) and (y) the denominator of which  shall equal the then Aggregate Net Book Value; and provided further that, if the foregoing   limitation has been increased to above thirty percent (30%) by operation of the above proviso,   then the percentage otherwise determined by this paragraph (c) shall be increased, without   duplication by (x) the sum of the Net Book Values of any additional Managed Containers subject  to a Finance Lease subsequently leased to any of such three lessees divided by (y) the Aggregate      10    737897646 20654080 





 






     Net Book Value, expressed as a percentage, until such time as the sum of the Net Book Values of   all Managed Containers that are subject to a Finance Lease and are then on lease to such three   lessees does not exceed an amount equal to thirty percent (30%) of the then Aggregate Net Book   Value.                (d)   Maximum Concentration of a Single Lessee.  The percentage by which   (x) the sum of the Net Book Values of all Managed Containers then on lease to any single lessee   divided by the Aggregate Net Book Value, expressed as a percentage, exceeds either (a) with   respect to any of the lessees set forth on Schedule 2 attached hereto, the percentage of the   Aggregate Net Book Value set opposite the name of such lessee on such annex, (b) with respect   to all other top twenty-five lessees not covered by clause (a), fifteen percent (15%) of the   Aggregate Net Book Value and (c) with respect to any lessee not covered by clauses (a) or (b),   seven percent (7%) of the Aggregate Net Book Value; provided, however, that if two or more   lessees shall engage in any transaction (whether through merger, consolidation, stock sale, asset   sale or otherwise) pursuant to which a lessee shall become the owner of, or interest holder in, any   other lessee’s leasehold interests in one or more Managed Containers, the foregoing threshold set   forth in clauses (a) and (b) shall on the effective date of such transaction be increased with   respect to such acquiring or, in the case of a merger, surviving lessee to equal the greater of   (i) the sum of the applicable percentage limitations for the transacting lessees as set forth in   clauses (a) and (b) above, and (ii) a quotient, expressed as a percentage, (x) the numerator of   which shall equal the sum of the Net Book Values of all Managed Containers on Lease to such   transacting lessees immediately prior to such transaction and (y) the denominator of which shall   equal the then Aggregate Net Book Value.          For purposes of the Indenture and this Supplement, the Series 2020-1 Excess   Concentration Percentage is the “Excess Concentration Percentage” for Series 2020-1.           “Series 2020-1 Interest Expense” means, with respect to the Series 2020-1 Notes for  any period, the aggregate of the interest expense of the Issuer for such period with respect to the  Series 2020-1 Notes, as determined in accordance with GAAP, and including, without   duplication, all amortization or accretion of original issue discount with respect to the Series   2020-1 Notes.          “Series 2020-1 L/C Cash Account” means the account of that name established in   accordance with Section 305 of this Supplement.          “Series 2020-1 Legal Final Maturity Date” means the Payment Date in September   2045.          “Series 2020-1 Manager Default” shall have the meaning set forth in Section 403.  A   Series 2020-1 Manager Default shall be a “Manager Default” with respect to the Series 2020-1   Notes.          “Series 2020-1 Note” or “Notes” means any of the Class A Notes or Class B Notes   issued pursuant to the terms of Section 201(a) of this Supplement, substantially in the forms   attached to this Supplement.       11    737897646 20654080 





 






           “Series 2020-1 Note Purchase Agreement” means the Series 2020-1 Note Purchase   Agreement, dated as of August 26, 2020, among the Issuer, the Manager, the Seller and the   initial purchasers party thereto.          “Series 2020-1 Noteholder” means, at any time of determination for the Series 2020-1  Notes, any Person in whose name a Series 2020-1 Note is registered in the Note Register.          “Series 2020-1 Parties” means the holders of the Series 2020-1 Notes, the Series 2020-1   Noteholders and the Control Party with respect to the Series 2020-1 Notes.          “Series 2020-1 Required Overcollateralization Percentage” means the “Required   Overcollateralization Percentage” for Series 2020-1, where the Advance Rate referred to in the   definition of “Required Overcollateralization Percentage” is the Class B Advance Rate.          “Series 2020-1 Restricted Cash Account” means the account of that name established in   accordance with Section 304 of this Supplement.  For purposes of the Indenture and this   Supplement, the Series 2020-1 Restricted Cash Account is the “Restricted Cash Account” for   Series 2020-1.          “Series 2020-1 Restricted Cash Amount” means, as of any date of determination, the   amount required to be deposited or maintained in the Series 2020-1 Restricted Cash Account,   which shall be no less than the product of (a)  nine (9), (b) one-twelfth (1/12), (c) the weighted   average (based on the then Aggregate Class A Note Principal Balance and the then Aggregate   Class B Note Principal Balance) of the Class A Note Interest Rate and the Class B Note Interest   Rate and (d) the then Aggregate Series 2020-1 Note Principal Balance, calculated after giving   effect to all principal payments actually paid on all Series 2020-1 Notes on such date; provided   that the Series 2020-1 Restricted Cash Amount on any date of determination required to be held   in the Series 2020-1 Restricted Cash Account shall be reduced by the sum of amounts on deposit   in the L/C Cash Account and amounts available under all Eligible Letters of Credit on such date.    For purposes of this Supplement, the Series 2020-1 Restricted Cash Amount is the “Series   Restricted Cash Amount” for Series 2020-1.          “Series 2020-1 Revenue Reserve Account” means the account of that name established   in accordance with Section 306 of this Supplement.  For purposes of the Indenture and this   Supplement, the Series 2020-1 Revenue Reserve Account is the “Revenue Reserve Account” for   Series 2020-1.          “Series 2020-1 Revenue Reserve Deposit Amount” means $21,065,617.40.          “Series 2020-1 Revenue Reserve Release Amount” means, on the Determination Date   occurring in October 2020, $7,021,872.47, on the Determination Date occurring in November   2020, $7,021,872.47, and on the Determination Date occurring in December 2020,   $7,021,872.46.          “Series 2020-1 Series Account” means the account of that name established in   accordance with Section 301 hereof.       12    737897646 20654080 





 






         “Series 2020-1 Series-Specific Container Pool” means the Series-Specific Container  Pool for Series 2020-1.         “Series 2020-1 Transaction Documents” means any and all of the Indenture, this  Supplement, the Series 2020-1 Notes, the Note Purchase Agreement for the Series 2020-1 Notes,  the Management Agreement, the Contribution and Sale Agreement, the Transition Agent  Agreement, the Supplemental Collateral Agreement and all other Transaction Documents and  any and all other agreements, documents and instruments executed and delivered by or on behalf  or in support of the Issuer with respect to the issuance and sale of the Series 2020-1 Notes, as any  of the foregoing may from time to time be amended, modified, supplemented or renewed.         “Shared Available Funds” means, for the Series 2020-1 Notes on any date of  determination, the portion of the Series 2020-1 Available Funds remaining after giving effect to  all distributions required pursuant to the following provisions of Section 303: (i) Part I  clauses (1) through (15), inclusive, (ii) Part II clauses (1) through (14) inclusive, and (iii) Part III,  clauses (1) through (14) inclusive.         “Short Term Fleet” shall mean all Revenue Generating Equipment, the initial lease of  which is a Short Term Lease, and which is owned by TCIL or the Issuer, leased by TCIL from a  Triton Lessor, or managed or operated by TCIL as agent or manager for or on behalf of others.  With effect from the date of delivery to the lessee thereunder, Revenue Generating Equipment  which becomes subject to a Finance Lease shall cease to be included in the Short Term Fleet.         “Supplemental Collateral Agreement” means the Supplemental Agreement, dated as of  September 21, 2020, pursuant to which the Issuer and the Indenture Trustee are confirmed as a  “Managed Equipment Owner” and a “Managed Equipment Lender”, respectively, under the  Intercreditor Collateral Agreement, as such agreement may be amended, modified or  supplemented from time to time.         “Supplemental Principal Payment Amount” means, either or both, as the context may  require of the Class A Supplemental Principal Payment Amount and the Class B Supplemental  Principal Payment Amount.         “Transaction Parties” means the Issuer, the Seller, the Manager, the Initial Purchasers  or any of their respective affiliates, the Indenture Trustee or the Transition Agent.         “Transferor” shall have the meaning set forth in Section 206 hereof.         “Weighted Average Age” means, for any date of determination, an amount equal to  (i) the sum of the products, for each Managed Container in the Series 2020-1 Series Specific  Container Pool, of (A) the age in years of such Managed Container and (B) the Net Book Value  of such Managed Container, divided by (ii) the Aggregate Net Book Value of the Series 2020-1  Series Specific Container Pool.               (b)   The following words and phrases used in the calculation of the financial  covenants and related terms set forth in the definitions of Series 2020-1 Manager Default and  Series 2020-1 Back-up Manager Event in this Supplement shall have the meanings assigned to  them on Exhibit G to this Supplement: “Capitalized Lease”, “Capitalized Rentals”,     13   737897646 20654080 





 






     “Consolidated Tangible Net Worth”, “Container Equipment”, “Current Debt”, “Funded Debt”,  “Funded Debt Ratio”, “Funded Indebtedness”, “GAAP”, “Guarantee Liability”, “Indebtedness”,  “Intangible Assets”, “Investment”, “Lien”, “Long Term Lease”, “Permitted Investments”,  “Person”, “Rentals”, “Restricted Investments”, “Restricted Subsidiary”, “Senior Funded Debt”,  “Subordinated Funded Debt”, “Subsidiary”, “TAL Group”, “TCIL Credit Agreement”, “Total   Debt”, “Total Senior Debt” and “Unrestricted Subsidiary”.  The term “Finance Lease” used in   the calculation of the financial covenants and related terms set forth in the definitions of Series   2020-1 Manager Default and Series 2020-1 Back-up Manager Event in this Supplement shall   have the meaning assigned to it on Exhibit G to this Supplement; for all other purposes of this   Supplement, the term “Finance Lease” shall mean any lease (but in no event a sublease)   providing revenue to the applicable Person, the Revenue Generating Equipment under which is   not included as an asset on the books of such Person in accordance with generally accepted   accounting principles.  Notwithstanding the foregoing, to the extent that any term defined in   Exhibit G has a corresponding definition in the TCIL Credit Agreement that is modified pursuant   to an amendment of the TCIL Credit Agreement, its definition for purposes of Exhibit G shall be   so modified unless such modification results in a Series 2020-1 Manager Default or Series 2020-  1 Back-up Manager Event becoming more restrictive.                (c)   Capitalized terms used herein and not otherwise defined shall have the   meaning set forth in Appendix A to the Indenture or, if not defined therein, as defined in the   Series 2020-1 Note Purchase Agreement.  The rules of usage set forth in such Appendix A shall   apply to this Supplement.                (d)   Unless otherwise specified herein, any calculation of the Series 2020-1   Asset Allocation Percentage  for the purpose of making any distributions pursuant to Section 303   in this Supplement shall be made on the Determination Date immediately preceding the related   Payment Date.                (e)   In the event that any term or provision contained herein shall conflict with   or be inconsistent with any term or provision contained in the Indenture, the terms and provisions   of this Supplement shall control.                (f)   An “Event of Default for Series 2020-1” will exist if a Series 2020-1   Event of Default is then continuing.                                     ARTICLE II                                                                 CREATION OF THE SERIES 2020-1 NOTES          Section 201 Designation.  (a) There is hereby created a Series of Notes to be issued   pursuant to the Indenture and this Supplement to be known as “Triton Container Finance VIII   LLC Fixed Rate Asset-Backed Notes, Series 2020-1” (the “Series 2020-1 Notes” or “Notes”).    The Series 2020-1 Notes will be issued in two Classes: Class A Notes in the initial principal   balance of one billion three hundred million Dollars ($1,300,000,000) and the Class B Notes in   the initial principal balance of sixty-five million eight hundred thousand Dollars ($65,800,000).    The Class A Notes are classified as the Senior Notes of Series 2020-1 and the Class B Notes are   classified as the Subordinated Notes of Series 2020-1.      14    737897646 20654080 





 






                 (b)   The Payment Date with respect to the Series 2020-1 Notes shall be the   twentieth (20th) calendar day of each month, or, if such day is not a Business Day, the  immediately following Business Day, commencing October 2020.               (c)   The initial Collection Period with respect to the Series 2020-1 Notes shall  commence on the Series 2020-1 Closing Date and end on September 30, 2020.               (d)   Payments of principal and interest on the Series 2020-1 Notes shall be  payable from funds on deposit in the Series 2020-1 Series Account or otherwise at the times and  in the amounts set forth in Section 806 of the Indenture and Article III of this Supplement.               (e)   The Existing Commitment as such term is used in the Indenture, for the   Series 2020-1 Notes, shall at all times be equal to the Aggregate Series 2020-1 Note Principal  Balance as of such date of determination.               (f)   The “Required Payments” for the Series 2020-1 Notes shall be one of the   following: (A) if neither an Early Amortization Event for Series 2020-1 nor an Event of Default   for Series 2020-1 is then continuing, the payments specified in clauses (1) through (22)   (exclusive of clause (16) inclusive in Part I of Section 303 of this Supplement, (B) if an Early  Amortization Event for Series 2020-1 shall then be continuing, but no Event of Default for Series  2020-1 shall then be continuing (or an Event of Default for Series 2020-1 is continuing but the  Series 2020-1 Notes have not been accelerated in accordance with the Indenture or this   Supplement), the payments set forth in clauses (1) through (19) (exclusive of clause (15) relating   to reallocation to other Series) inclusive in Part II of Section 303 of this Supplement, or (C) if an   Event of Default for Series 2020-1 shall then be continuing and the Series 2020-1 Notes have   been accelerated in accordance with the Indenture and such consequence shall not have been   rescinded or annulled, the payments set forth in clauses (1) through (17)) (exclusive of   clause (15) relating to reallocation to other Series) inclusive in Part III of Section 303 of this   Supplement.  All such Required Payments for the Series 2020-1 Notes shall be paid in ascending   numerical order corresponding to the numbering of the clauses set forth in such Section with no   payment being made to a clause having a higher numeric value until all payments outlined in any   clause having a lower numeric value have been paid in full.                (g)   On the Series 2020-1 Closing Date, the Issuer shall deposit into the Series   2020-1 Revenue Reserve Account cash in an amount equal to twenty-one million sixty-five   thousand six hundred seventeen Dollars and forty cents ($21,065,617.40).                (h)   In the event that any term or provision contained herein shall conflict with   or be inconsistent with any term or provision contained in the Indenture, the terms and provisions   of this Supplement shall govern.          Section 202 Authentication and Delivery.                (a)   On the Series 2020-1 Closing Date, the Issuer shall sign, and shall direct   the Indenture Trustee in writing pursuant to Section 201 of the Indenture to duly authenticate,   and the Indenture Trustee, upon receiving such direction, (i) shall authenticate (by manual or   facsimile signature) the Series 2020-1 Notes in accordance with such written directions, and      15    737897646 20654080 





 






     (ii)  shall deliver such Series 2020-1 Notes to the Initial Purchaser in accordance with such  written directions.               (b)   In accordance with Section 202 of the Indenture, the Series 2020-1 Notes   sold in reliance on Rule 144A shall be represented by one or more Rule 144A Global Notes.    Any Series 2020-1 Notes sold in reliance on Regulation S shall be represented by one or more   Regulation S Global Notes.  Any Series 2020-1 Notes sold to Institutional Accredited Investors   shall be represented by one or more Definitive Notes.                (c)   The Series 2020-1 Notes shall be executed by manual or facsimile  signature on behalf of the Issuer by any authorized officer or manager of the Issuer and shall be  substantially in the forms of Exhibit A-1, A-2, A-3 and A-4 hereto, as applicable.               (d)   The Series 2020-1 Notes shall be issued in minimum denominations of   $100,000 and in integral multiples of $1,000 in excess thereof.          Section 203 Interest Payments on the Series 2020-1 Notes.                (a)   Interest on Series 2020-1 Notes.  Interest will accrue on the Class A Notes   during each Interest Accrual Period and will be due and payable in arrears on each Payment Date   in an amount equal to the Class A Note Interest Payment.  Interest will accrue on the Class B   Notes during each Interest Accrual Period and will be due and payable in arrears on each   Payment Date in an amount equal to the Class B Note Interest Payment.  Such payments of   interest shall be payable on each Payment Date from amounts on deposit in the Series 2020-1   Series Account in accordance with Section 303 hereof.  Interest on the Series 2020-1 Notes will   be calculated on the basis of a 360-day year consisting of twelve 30-day months.  To the extent   that the amount of interest which is due and payable on any Payment Date is not paid in full on   such date, such shortfall shall be due and payable on the immediately succeeding Payment Date.               (b)   Maximum Interest Rate.  In no event shall the interest charged with   respect to a Series 2020-1 Note exceed the maximum amount permitted by Applicable Law.  If at  any time the interest rate charged with respect to the Series 2020-1 Notes exceeds the maximum  rate permitted by Applicable Law, the rate of interest to accrue pursuant to this Supplement and  such Series 2020-1 Note shall be limited to the maximum rate permitted by Applicable Law.         Section 204 Principal Payments on the Series 2020-1 Notes.                (a)   The principal balance of the Series 2020-1 Notes shall be payable on each   Payment Date from amounts on deposit in the Series 2020-1 Series Account in an amount equal   to (i) if neither an Early Amortization Event for Series 2020-1 nor an Event of Default for Series   2020-1 shall have occurred and shall then be continuing, the Class A Scheduled Principal   Payment Amount, the Class B Scheduled Principal Payment Amount, the Class A Supplemental   Principal Payment Amount and the Class B Supplemental Principal Payment Amount (if any) for   such Series 2020-1 Notes for such Payment Date to the extent that funds are available for such   purpose in accordance with clause (I) of Section 303 of this Supplement, (ii) if an Early   Amortization Event for Series 2020-1 shall then be continuing, but no Event of Default for Series   2020-1, shall have occurred and shall then be continuing (or an Event of Default for Series 2020-  1 is continuing but the Series 2020-1 Notes have not been accelerated in accordance with the      16    737897646 20654080 





 






     Indenture and this Supplement), the Aggregate Class A Note Principal Balance on such Payment   Date and the Aggregate Class B Note Principal Balance on such Payment Date to the extent that   funds are available for such purposes in accordance with the provisions of clause (II) of   Section 303 of this Supplement, or (iii) if an Event of Default for Series 2020-1 shall have   occurred and shall then be continuing and the Series 2020-1 Notes have been accelerated in   accordance with the Indenture and this Supplement, the Aggregate Class A Note Principal   Balance and the Aggregate Class B Note Principal Balance on such Payment Date to the extent   that funds are available for such purposes in accordance with the provisions of clause (III) of   Section 303 of this Supplement.                (b)   Any Class A Supplemental Principal Payment Amount applied to the   Class A Notes on any Payment Date will be applied on such Payment Date to reduce the Class A   Scheduled Targeted Principal Balances in respect of each subsequent Payment Date by a fraction   (stated as a percentage) the numerator of which is the amount of such Class A Supplemental   Principal Payment Amount and the denominator of which is the Aggregate Class A Note   Principal Balance immediately prior to such event.  The Issuer shall promptly (and in any event   within five (5) Business Days of such prepayment) prepare a revised Schedule 1 to this   Supplement reflecting the foregoing and deliver such revised Schedule to the Indenture Trustee   and such revised Schedule shall automatically replace the existing Schedule 1 to this   Supplement.                (c)   Any Class B Supplemental Principal Payment Amount applied to the  Class B Notes on any Payment Date will be applied to reduce the Class B Scheduled Targeted  Principal Balances in respect of each subsequent Payment Date by a fraction (stated as a  percentage) the numerator of which is the amount of such Class B Supplemental Principal  Payment Amounts and the denominator of which is the Aggregate Class B Note Principal  Balance immediately prior to such event.  The Issuer shall promptly (and in any event within five  (5) Business Days of such Prepayment) prepare a revised Schedule 1 reflecting the foregoing and   deliver such revised Schedule to the Indenture Trustee and such revised Schedule shall   automatically replace the existing Schedule 1 to this Supplement.                (d)   The unpaid principal amount of all Series 2020-1 Notes, together with all   unpaid interest, indemnifications, fees, expenses, costs, and other amounts payable by the Issuer  to the Series 2020-1 Noteholders, the Indenture Trustee, the Transition Agent and the Manager   pursuant to the terms of the Indenture and this Supplement, shall be due and payable in full on   the earlier to occur of (x) the date on which an Event of Default for Series 2020-1 shall occur and   the Series 2020-1 Notes have been accelerated in accordance with the provisions of the Indenture   and this Supplement and (y) the Series 2020-1 Legal Final Maturity Date.          Section 205 Prepayment of Principal on the Series 2020-1 Notes.                (a)   The Issuer shall, to the extent that funds are available for such purposes to   be required to prepay the Aggregate Class A Note Principal Balance on each Payment Date in an   amount equal to Class A Supplemental Principal Payment Amount and the Aggregate B Note   Principal Balance on each Payment Date in an amount equal to the Class B Supplemental   Principal Payment Amount.  The Class A Supplemental Principal Payment Amount and the   Class B Supplemental Principal Payment Amount shall be payable on such Payment Date from      17    737897646 20654080 





 






     amounts on deposit in the Series 2020-1 Series Account in accordance with the priority of   payments set forth in Section 303.                (b)   The Issuer will not be permitted to make a voluntary Prepayment of all or   a portion of, the principal balance of the Series 2020-1 Notes prior to the Payment Date in  October 2022; provided that the Issuer shall be entitled to make a voluntary prepayment prior to  the Payment Date in October 2022, if any of an Event of Default, a Manager Default or an Early  Amortization Event for Series 2020-1 is continuing or would be remedied by such prepayment.   On or after the Payment Date in October 2022, the Issuer will have the option to voluntarily  prepay, without penalty, on any Business Day all, or any portion of, the Aggregate Series 2020-1  Note Principal Balance of the Series 2020-1 Notes in a minimum amount of $100,000, together  with accrued interest thereon. Voluntary Prepayments may be made with respect to all or portion  of, the Aggregate Class A Note Principal Balance and (i) a corresponding portion of the  Aggregate Class B Note Principal Balance (such that each of the Aggregate Class A Note  Principal Balance and the Aggregate Class B Note Principal Balance is reduced in the same  proportion) or (ii) if the Aggregate Class A Note Principal Balance is paid in full, all or a portion  of the Aggregate Class B Note Principal Balance.  Nothing contained in this Section 205(b) shall  prohibit the payment of a Class A Supplemental Principal Payment Amount or a Class B  Supplemental Principal Payment Amount or other accelerated payment of principal in  accordance with the provisions of this Supplement on any Payment Date.  Any optional  Prepayment of the Series 2020-1 Note Principal Balance shall include accrued interest to the date  of Prepayment on the amount being prepaid.  The Issuer may not make such optional  Prepayment from funds in the Series 2020-1 Series Specific Account, except to the extent that  funds in any such account would otherwise be payable to the Issuer in accordance with the terms  of the Indenture or this Supplement.               (c)   If any voluntary Prepayment of less than the Aggregate Series 2020-1  Note Principal Balance of the Series 2020-1 Notes is made in accordance with the provisions of  Section 205(b), Scheduled Targeted Principal Balances for the affected Class of Notes for each  subsequent Payment Date shall be reduced on such Payment Date by a fraction (stated as a  percentage) the numerator of which is the amount of such prepayment and the denominator of  which is equal to the Aggregate Class A Note Principal Balance or the Aggregate Class B Note  Principal Balance, as the case may be, immediately prior to such prepayment.  The Issuer shall  promptly (and in any event within five (5) Business Days of such prepayment) prepare a revised  Schedule 1 to this Supplement reflecting the foregoing and deliver such revised Schedule to the  Indenture Trustee and such revised Schedule shall automatically replace the existing Schedule 1  to this Supplement.               In addition, if an Early Amortization Event for Series 2020-1 or a Series 2020-1  Cash Sweep Event has occurred, the Scheduled Targeted Principal Balances for each affected  Class of Notes for each subsequent Payment Date shall be reduced by a fraction (stated as a  percentage) the numerator of which is equal to the accelerated (i.e., incremental) principal  payments paid to the Noteholders of such Class during the continuation of such Early  Amortization Event or Series 2020-1 Cash Sweep Event and the denominator of which is equal  to the Aggregate Class A Note Principal Balance or the Aggregate Class B Note Principal  Balance, as the case may be, immediately prior to the commencement of such Early  Amortization Event.  The Issuer shall promptly (and in any event within five (5) Business Days      18    737897646 20654080 





 






   of such Prepayment) prepare a revised Schedule 1 reflecting the foregoing and deliver such  revised Schedule to the Indenture Trustee and such revised Schedule shall automatically replace  the existing Schedule 1 to this Supplement.         Section 206 Restrictions on Transfer.  (a) On the Series 2020-1 Closing Date, the  Issuer shall sell the Series 2020-1 Notes to the Initial Purchaser pursuant to the Series 2020-1  Note Purchase Agreement and deliver such Series 2020-1 Notes in accordance herewith and  therewith.  Thereafter, no Series 2020-1 Note may be sold, transferred or otherwise disposed of  except in compliance with the provisions of the Indenture and except as follows:                     (i)   to Persons that the transferring Person reasonably believes are        Qualified Institutional Buyers in reliance on the exemption from the registration        requirements of Rule 144A under the Securities Act, as such rule may be amended from        time to time.  (“Rule 144A”);                     (ii)  in offshore transactions in reliance on Regulation S under the        Securities Act, as such regulation may be amended from time to time (“Regulation S”);                     (iii) to institutional “accredited investors” within the meaning of Rule        501(a)(1), (2), (3) or (7) under the Securities Act (“Institutional Accredited Investors”)        that take delivery of such Series 2020-1 Note in an amount of at least $100,000 and that        deliver an investment letter substantially in the form of Exhibit H attached hereto for the        Series 2020-1 Notes, to the Indenture Trustee; or                     (iv)  to a Person who is taking delivery of such Series 2020-1 Notes        pursuant to a transaction that is otherwise exempt from the registration requirements of        the Securities Act, as confirmed in an Opinion of Counsel by such Person or its transferor        addressed to the Indenture Trustee and the Issuer, which counsel and opinion are        satisfactory to the Indenture Trustee and the Issuer.   The Indenture Trustee shall have no obligations or duties with respect to determining whether  any transfers of the Series 2020-1 Notes are made in accordance with the Securities Act or any  other law; provided the Indenture Trustee shall not effect a transfer of the Series 2020-1 Notes  without having received the investment letter and Opinion of Counsel referred to in this Section,  upon which it may conclusively rely.               (b)   Each purchaser (other than the Initial Purchaser) of the Series 2020-1  Notes (including any purchaser, other than the Initial Purchaser, of an interest in the Series 2020- 1 Notes which are Global Notes) shall be deemed to have acknowledged and agreed as follows:                     (I)   It is (A) a qualified institutional buyer as defined in Rule 144A        (“Qualified Institutional Buyer”) and is acquiring such Series 2020-1 Notes for its own        institutional account or for the account or accounts of a Qualified Institutional Buyer or        (B) purchasing such Series 2020-1 Notes in a transaction exempt from registration under       the Securities Act and in compliance with the provisions of this Supplement and in        compliance with the legend set forth in clause (VII) below or (C) not a United States        Person as defined in Regulation S (a “United States Person”) and is acquiring such Series        2020-1 Notes outside of the United States.     19   737897646 20654080 





 






                     (II)  It is purchasing one or more Series 2020-1 Notes in an amount of        at least $100,000 and it understands that such Series 2020-1 Notes may be resold,        pledged or otherwise transferred only in an amount of at least $100,000.                     (III) It represents and warrants to the Initial Purchasers, the Issuer, and        the Indenture Trustee that either (i) it is not acquiring and will not hold the Series 2020-1        Note with the plan assets of a Benefit Plan or any other plan that is subject to federal,        state, local or other laws or regulations comparable to Title I of ERISA and Section 4975        of the Code (“Similar Law”) or (ii) (a) the Series 2020-1 Notes are rated investment        grade or better by a nationally recognized statistical rating agency at the time of purchase        or transfer and have not been characterized as other indebtedness for applicable local law        purposes and (b) the acquisition, holding and disposition of the Series 2020-1 Note will        not give rise to a non-exempt prohibited transaction under Section 406 of ERISA,        Section 4975 of the Code or a violation of Similar Law;                     (IV)  It understands that the Series 2020-1 Notes are being transferred to        it in a transaction not involving any public offering within the meaning of the Securities        Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Series        2020-1 Notes, such Series 2020-1 Notes may be resold, pledged or transferred only in        accordance with applicable state securities laws and (1) in a transaction meeting the       requirements of Rule 144A, to a Person that the seller reasonably believes is a Qualified       Institutional Buyer that purchases for its own account (or for the account or accounts of a       Qualified Institutional Buyer) and to whom notice is given that the resale, pledge or       transfer is being made in reliance on Rule 144A, or (2) (A) to a Person that is an       Institutional Accredited Investor, is taking delivery of such Series 2020-1 Notes in an       amount of at least $100,000, and delivers an investment letter to the Indenture Trustee       substantially in the form of Exhibit H for the Series 2020-1 Notes or (B) to a Person that       is taking delivery of such Series 2020-1 Notes pursuant to a transaction that is otherwise       exempt from the registration requirements of the Securities Act, as confirmed in an       opinion of counsel addressed to the Indenture Trustee, the Issuer and the transferor,       which counsel and opinion are satisfactory to the Indenture Trustee, the Issuer and the       transferor, or (3) in an offshore transaction in accordance with Rule 903 or 904 of       Regulation S.                    (V)   It is not a Competitor.                    (VI)  It understands that each Series 2020-1 Note shall bear a legend       substantially to the following effect:                    THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S.                   SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES                   ACT”). THE HOLDER HEREOF, BY PURCHASING THIS NOTE,                   AGREES THAT SUCH NOTE MAY BE RESOLD, PLEDGED OR                   TRANSFERRED ONLY IN ACCORDANCE WITH ANY                   APPLICABLE STATE SECURITIES LAWS AND (1) IN A                   TRANSACTION MEETING THE REQUIREMENTS OF RULE                   144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A     20   737897646 20654080 





 






                     PERSON THAT THE TRANSFEROR REASONABLY BELIEVES                    IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES                    FOR ITS OWN ACCOUNT (OR FOR THE ACCOUNT OR                    ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER) AND                    TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE                    OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON                    RULE 144A, OR (2) IN AN OFFSHORE TRANSACTION                    COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION                    S UNDER THE SECURITIES ACT OR (3) TO A PERSON (A)                    THAT IS AN INSTITUTIONAL “ACCREDITED INVESTOR,”                    WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF                    REGULATION D UNDER THE SECURITIES ACT, IS TAKING                    DELIVERY OF SUCH NOTE IN AN AMOUNT OF AT LEAST                    $100,000 AND DELIVERS A PURCHASER LETTER TO THE                    INDENTURE TRUSTEE IN THE FORM ATTACHED TO THE                    INDENTURE OR (B) THAT IS TAKING DELIVERY OF SUCH                    NOTE PURSUANT TO A TRANSACTION THAT IS OTHERWISE                    EXEMPT FROM THE REGISTRATION REQUIREMENTS OF                    THE SECURITIES ACT, AS CONFIRMED IN AN OPINION OF                    COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND                    THE ISSUER, WHICH COUNSEL AND OPINION ARE                    SATISFACTORY TO THE ISSUER AND THE INDENTURE                    TRUSTEE.                     EACH PURCHASER AND TRANSFEREE (AND ITS FIDUCIARY,                    IF APPLICABLE) OF A NOTE (OR INTEREST HEREIN) WILL                    BE DEEMED TO REPRESENT AND WARRANT THAT EITHER                    (i) IT IS NOT ACQUIRING AND WILL NOT HOLD THE NOTE                    WITH THE PLAN ASSETS OF AN “EMPLOYEE BENEFIT                    PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE                    RETIREMENT INCOME SECURITY ACT OF 1974, AS                    AMENDED (“ERISA”), WHICH IS SUBJECT TO THE                    PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN                    AND SUBJECT TO SECTION 4975 OF THE INTERNAL                    REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN                    ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN                    ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN                    EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN                    SUCH ENTITY (EACH OF THE FOREGOING, A “BENEFIT                    PLAN”) OR ANY OTHER PLAN THAT IS SUBJECT TO A LAW                    THAT IS SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF                    THE CODE (“SIMILAR LAW”) OR (ii) (A) THE SERIES 2020-1                    NOTES ARE RATED INVESTMENT GRADE OR BETTER BY A                    NATIONALLY RECOGNIZED STATISTICAL RATING AGENCY                    AT THE TIME OF PURCHASE OR TRANSFER AND HAVE NOT                    BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS                    FOR APPLICABLE LOCAL LAW PURPOSES AND (B) THE     21   737897646 20654080 





 






                     ACQUISITION, HOLDING AND DISPOSITION OF THE NOTE                   WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED                   TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975                   OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.                    THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY                   GOVERNMENTAL AGENCY OR INSTRUMENTALITY.                    FOR A SERIES 2020-1 NOTE ISSUED WITH ORIGINAL ISSUE                   DISCOUNT:                          THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE                         DISCOUNT (“OID”) FOR UNITED STATES FEDERAL                         INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT                         OF OID, ISSUE DATE AND YIELD TO MATURITY OF                         THIS NOTE MAY BE OBTAINED BY WRITING FROM                         THE INDENTURE TRUSTEE.                    FOR GLOBAL NOTES ONLY:                          UNLESS THIS NOTE IS PRESENTED BY AN                         AUTHORIZED REPRESENTATIVE OF THE                         DEPOSITORY TRUST COMPANY, A NEW YORK                         CORPORATION (“DTC”), TO THE TRANSFEROR OF                         SUCH NOTE ( THE “TRANSFEROR”) OR ITS AGENT                         FOR REGISTRATION OF TRANSFER, EXCHANGE OR                         PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN                         THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME                         AS IS REQUESTED BY AN AUTHORIZED                         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS                         MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS                         IS REQUESTED BY AN AUTHORIZED                         REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE                         OR THE USE HEREOF FOR VALUE OR OTHERWISE BY                         OR TO ANY PERSON IS WRONGFUL INASMUCH AS                         THE REGISTERED OWNER HEREOF, CEDE & CO., HAS                         AN INTEREST HEREIN.                    (VII)  Each investor described in Section 206(a)(ii) understands that the       Series 2020-1 Notes have not and will not be registered under the Securities Act, that any       offers, sales or deliveries of the Series 2020-1 Notes purchased by it in the United States       or to United States Persons prior to the date that is 40 days after the later of (i) the       commencement of the distribution of the Series 2020-1 Notes and (ii) the Series 2020-1       Closing Date, may constitute a violation of United States law, and that distributions of       principal and interest will be made in respect of such Notes only following the delivery       by the holder of a certification of non-U.S. beneficial ownership or the exchange of       beneficial interest in Temporary Regulation S Global Notes for beneficial interests in the     22   737897646 20654080 





 






         related Permanent Regulation S Global Notes (which in each case will itself require a        certification of non-U.S. beneficial ownership), at the times and in the manner set forth in        this Supplement.                     (VIII) The Temporary Regulation S Global Notes representing the Series        2020-1 Notes sold to each investor described in Section 206(a)(B) will bear a legend to        the following effect, unless the Issuer determines otherwise consistent with Applicable        Law:                     FOR REGULATION S BOOK-ENTRY NOTES ONLY:                           EACH INVESTOR PURCHASING THIS NOTE IN                          RELIANCE UPON REGULATION S OF THE SECURITIES                          ACT UNDERSTANDS THAT THE NOTES HAVE NOT AND                          WILL NOT BE REGISTERED UNDER THE SECURITIES                          ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),                          THAT ANY OFFERS, SALES OR DELIVERIES OF THE                          NOTES PURCHASED BY IT IN THE UNITED STATES OR                          TO U.S. PERSONS (AS DEFINED IN REGULATION S                          UNDER THE SECURITIES ACT) PRIOR TO THE DATE                          THAT IS 40 DAYS AFTER THE LATER OF (i) THE                          COMMENCEMENT OF THE DISTRIBUTION OF THE                          NOTES AND (ii) THE CLOSING DATE, MAY                          CONSTITUTE A VIOLATION OF UNITED STATES LAW,                          AND THAT DISTRIBUTIONS OF PRINCIPAL AND                          INTEREST WILL BE MADE IN RESPECT OF SUCH                          NOTES ONLY FOLLOWING THE DELIVERY BY THE                          HOLDER OF A CERTIFICATION OF NON-U.S.                          BENEFICIAL OWNERSHIP OR THE EXCHANGE OF                          BENEFICIAL INTEREST IN REGULATION S                          TEMPORARY GLOBAL NOTES FOR BENEFICIAL                          INTERESTS IN THE RELATED UNRESTRICTED BOOK                          ENTRY NOTES (WHICH IN EACH CASE WILL ITSELF                          REQUIRE A CERTIFICATION OF NON-U.S. BENEFICIAL                          OWNERSHIP), AT THE TIMES AND IN THE MANNER                          SET FORTH IN THE INDENTURE.                           THIS NOTE IS NOT GUARANTEED OR INSURED BY                          ANY GOVERNMENTAL AGENCY OR                          INSTRUMENTALITY OF THE UNITED STATES.                     (IX)  The Issuer shall not permit, and the Indenture Trustee shall not        effect, the transfer of any Series 2020-1 Notes unless such transfer complies with the        terms of the foregoing legends and, in the case of a transfer (upon which the Indenture        Trustee shall be entitled to conclusively and exclusively rely) (i) to an Institutional        Accredited Investor (other than a Qualified Institutional Buyer), the transferee delivers a        completed investment letter to the Indenture Trustee substantially in the form of Exhibit     23   737897646 20654080 





 






           H attached hereto for the Series 2020-1 Notes, or (ii) to a Person other than a Qualified         Institutional Buyer or an Institutional Accredited Investor, upon delivery of an Opinion of        Counsel satisfactory to the Indenture Trustee, the Issuer and the Transferor, to the effect        that the transferee is taking delivery of the Series 2020-1 Notes in a transaction that is        otherwise exempt from the registration requirements of the Securities Act, which counsel        and opinion are satisfactory to the Indenture Trustee, the Issuer and the Transferor.               (c)   A document substantially in the form of Exhibit(s) B through F hereto, as  appropriate, shall be completed in connection with any transfer of the Series 2020-1 Notes.  The  foregoing transfer restriction shall supersede the transfer restriction set forth in Section 205 of  the Indenture.         Section 207 Grant of Security Interest.  (a) In order to secure and provide for the   repayment and payment of the Series 2020-1 Notes, the Issuer hereby grants a security interest in   and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of   the Series 2020-1 Noteholders, all of the Issuer’s right, title and interest in and to the following   (whether now or hereafter existing or accrued): (i) the Managed Containers (including any and   all substitutions therefor acquired from time to time) in the Series 2020-1 Series-Specific   Container Pool and all Transferred Assets related thereto, including without limitation all Chattel   Paper, all Leases and all schedules, supplements, amendments, modifications, renewals,   extensions, and guarantees thereof in every case whether now owned or hereafter acquired and   all amounts, rentals, proceeds and other sums of money due and to become due under the   Container Related Agreements, including (in each case only to the extent related to such   Managed Containers) without limitation (w) all rentals, payments and other monies, including all   insurance payments and claims for losses due and to become due to the Issuer under, and all   claims for damages arising out of the breach of, any Container Related Agreement; (x) the right   of the Issuer to terminate, perform under, or compel performance of the terms of the Container   Related Agreements; (y) any guarantee of the Container Related Agreements and (z) any rights   of the Issuer in respect of any subleases or assignments permitted under the Container Related   Agreements; (ii) all insurance proceeds of the Managed Containers in the Series 2020-1 Series-  Specific Container and all proceeds of the voluntary or involuntary disposition of such Collateral   or such proceeds; (iii) subject to the terms and conditions set forth in the Intercreditor Collateral   Agreement, all Proceeds of the Managed Containers from time to time on deposit in the   Collection Account; (iv) the Series 2020-1 Restricted Cash Account, the Series 2020-1 L/C Cash   Account, the Series 2020-1 Revenue Reserve Account and the Series 2020-1 Series Account and   all amounts and Eligible Investments, Financial Assets, Investment Property, Security   Entitlements and all other instruments, assets or amounts credited to any of the foregoing or   otherwise on deposit from time to time in the foregoing; (v) the Contribution and Sale   Agreement, the Management Agreement and the Intercreditor Collateral Agreement, in each   case, to the extent such rights relate to any Managed Container in the Series 2020-1 Series-  Specific Container Pool; and (vi) all proceeds of any and all of the foregoing, including, without   limitation, cash (items described in clauses (i) through (vi) collectively, the “Series 2020-1   Collateral”; the Series 2020-1 Collateral shall be Series-Specific Collateral with respect to Series   2020-1 for purposes of the Indenture).  The Indenture Trustee shall possess all right, title and   interest in and to all funds on deposit from time to time in the Series 2020-1 Restricted Cash   Account, the Series 2020-1 Revenue Reserve Account, the Series 2020-1 L/C Cash Account and      24    737897646 20654080 





 






     the Series 2020-1 Series Account and in all proceeds thereof, and shall be the only person   authorized to originate Entitlement Orders with respect thereto.                (b)   Upon the occurrence of an Event of Default for Series 2020-1, the Control   Party for Series 2020-1 shall direct the exercise of remedies with respect to the Series 2020-1   Collateral in accordance with the terms of the Indenture and this Supplement.                (c)   Without limiting the foregoing Grant and notwithstanding anything to the   contrary in the Indenture or in this Supplement, (i) any Managed Container in the Series 2020-1  Series-Specific Container Pool and the Related Assets sold, transferred or otherwise disposed of   by the Issuer pursuant to Section 602 of this Supplement (including without limitation pursuant   to Section 3.04 of the Contribution and Sale Agreement in connection with a Prepayment) shall   be deemed to be automatically released from the lien of this Supplement without any action   being taken by the Indenture Trustee upon receipt by the Issuer of the related price for such   Managed Container and (ii) any Shared Available Funds for Series 2020-1 that are applied to a   Required Payment Deficiency with respect to another Series shall be deemed to be automatically   released from the lien of this Supplement.                (d)   Notwithstanding the foregoing Grant, (i) no account, instrument, chattel   paper or other obligation or property of any kind due from, owed by, or belonging to a   Sanctioned Person, and (ii) no Lease in which the lessee is a Sanctioned Person, shall, in either   instance, constitute Collateral.                                     ARTICLE III                                                 SERIES 2020-1 SERIES ACCOUNT AND ALLOCATION AND APPLICATION OF                                AMOUNTS THEREIN          Section 301 Series 2020-1 Series Account.  The Issuer shall establish on the Series   2020-1 Closing Date and maintain, so long as any Series 2020-1 Note is Outstanding, an Eligible   Account in the name of the Issuer with the Indenture Trustee which shall be a non-interest   bearing trust account and designated as the Series 2020-1 Series Account, which account shall be   pledged to the Indenture Trustee for the benefit of the Series 2020-1 Noteholders pursuant to the   Indenture and this Supplement.  All deposits of funds by, or for the benefit, of the Series 2020-1  Noteholders shall be accumulated in, and withdrawn from, the Series 2020-1 Series Account in  accordance with the provisions of the Indenture and this Supplement.  “The Series 2020-1 Series  Account shall be a “Collateral Account” for purposes of the Intercreditor Collateral Agreement  with respect to the Issuer.               (a)   So long as no Manager Default has occurred and is continuing, the  Manager shall be permitted to require the Indenture Trustee to withdraw from amounts on  deposit in the Series Account on each Payment Date, or otherwise net out from amounts  otherwise required to be deposited by the Manager in the Series Account in accordance with the  provisions of Section 5.1 and 5.2 of the Management Agreement, the amount of any  Management Fees or Management Fee Arrearage that would otherwise be due and payable with  respect to Series 2020-1 on the immediately succeeding Payment Date.       25    737897646 20654080 





 






               (b)   The Sales Proceeds resulting from a sale of any Managed Container or  other property constituting the Series 2020-1 Collateral made in accordance with the provisions  of Section 207 of this Supplement shall be deposited directly into the Series Account and shall be  distributed in accordance with the provisions of this Supplement.         Section 302 Investment of Funds.  Any funds on deposit in the Series 2020-1 Series  Account, the Series 2020-1 Revenue Reserve Account, the Series 2020-1 L/C Cash Account and  the Series 2020-1 Restricted Cash Account shall be invested in accordance with the provisions of  Section 302 of the Indenture.         Section 303 Distributions from Series 2020-1 Series Account. On each Determination  Date, the Issuer shall cause the Manager to prepare and deliver the Manager Report.  The  Indenture Trustee shall be entitled to conclusively and exclusively rely upon the Manager Report  in making any distributions hereunder.  On each Payment Date and on each other date on which  any payment is to be made with respect to the Offered Notes, the Indenture Trustee, based on the  Manager Report, shall distribute Series 2020-1 Available Funds as set forth below.               (I)  If neither an Early Amortization Event for Series 2020-1 nor an Event of        Default for Series 2020-1 shall have occurred and shall then be continuing:               (1)   To the Indenture Trustee, an amount equal to the sum, without duplication,        of (A) the Indenture Trustee Fees then due and payable for the Series 2020-1 Notes and        (B) an amount equal to the product of (i) the Series 2020-1 Asset Allocation Percentage        and (ii) any amounts payable to the Indenture Trustee on such Payment Date in        accordance with a specified provision of the Indenture regarding enforcement of the        obligations of the Issuer under the Indenture, so long as the aggregate amount paid        pursuant to this clause (1) in any calendar year would not exceed an amount equal to        $40,000;               (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 an amount equal to the product of (i) the Series 2020-1 Asset Allocation        Percentage and (ii) $5,000 per annum);               (3)   To the Manager, (i) an amount equal to the Management Fee then due and        payable with respect to the Series 2020-1 Notes, (ii) the amount of any Management Fee        Arrearage then due and payable with respect to the Series 2020-1 Notes, 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, an amount equal to the product of any unreimbursed       Manager Advances made with respect to the Series 2020-1 Notes in accordance with the       terms of the Management Agreement;              (5)    To each of the following on a pro rata basis: (i) to the Transition Agent,       any Transition Agent Fees then due and payable and the payment of (or reimbursement       for) any out-of-pocket expenses and indemnities (amounts for indemnities not to exceed       $35,000 per annum for the Series 2020-1 Notes) incurred by the Transition Agent     26   737897646 20654080 





 






         including those related to the actual transfer from the Manager to a Back-up Manager and        (ii) to the Back-up Manager, any Back-up Management 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 an amount equal to the product of       (i) the Series 2020-1 Asset Allocation Percentage and (ii) $50,000 in aggregate;              (7)   To each Holder of a Class A Note on the immediately preceding Record       Date, on a pro rata basis, an amount equal to its pro rata portion of the Class A Note       Interest Payment for such Payment Date;              (8)    To each Holder of a Class B Note on the immediately preceding Record       Date, on a pro rata basis, an amount equal to its pro rata portion of the Class B Note       Interest Payment for such Payment Date;              (9)    To each Letter of Credit Bank, on a pro rata basis (based on amounts       owed), in reimbursement of unpaid Letter of Credit Fees then due and payable;              (10)   To the Series 2020-1 Restricted Cash Account, an amount sufficient so       that the total amount on deposit in the Series 2020-1 Restricted Cash Account, is equal to       the Series 2020-1 Restricted Cash Amount for such Payment Date and then to each Letter       of Credit Bank, on a pro rata basis (based on amounts owed), in reimbursement of unpaid       draws under each Letter of Credit and finally to the Series 2020-1 L/C Cash Account in       reimbursement of any unreimbursed draws from such account;              (11)  To each Holder of a Class A Note on the immediately preceding Record       Date, an amount equal to its pro rata portion of the Class A Scheduled Principal Payment       Amount for the Class A Notes on such Payment Date;              (12)  To each Holder of a Class A Note on the immediately preceding Record       Date, an amount equal to its pro rata portion of the Class A Supplemental Principal       Payment Amount for the Class A Notes on such Payment Date;              (13)   To each Holder of a Class B Note on the immediately preceding Record       Date, an amount equal to its pro rata portion of the Class B Scheduled Principal Payment       Amount for the Class B Notes on such Payment Date;              (14)   To each Holder of a Class B Note on the immediately preceding Record       Date, an amount equal to its pro rata portion of the Class B Supplemental Principal       Payment Amount for the Class B Notes on such Payment Date;              (15)   If a Series 2020-1 Cash Sweep Event has occurred and is continuing,       beginning on the next succeeding Payment Date, to each Holder of a Class A Note or a       Class B Note on the immediately preceding Record Date, ratably based on the then-      outstanding Aggregate Class A Note Principal Balance and the then-outstanding       Aggregate Class B Note Principal Balance and pro rata with respect to each Class, all     27   737897646 20654080 





 






         remaining Series 2020-1 Available Funds until each of the Aggregate Class A Note        Principal Balance and the Aggregate Class B Note Principal Balance is reduced to zero;               (16)  To the Series Account for each other Series of Notes then Outstanding        (excluding the Series 2020-1 Notes), all remaining Series 2020-1 Available Funds to be        allocated to such other Series of Notes in accordance with the terms of the Series 2020-1        Supplement;               (17)  To each Class A Noteholder on the immediately preceding Record Date,        on a pro rata basis, all indemnities, costs (including increased costs and capital adequacy        charges), expenses and other amounts then due and payable to the Class A Noteholders        pursuant to the Series 2020-1 Transaction Documents;               (18)  To each Class B Noteholder on the immediately preceding Record Date,       on a pro rata basis, all indemnities, costs (including increased costs and capital adequacy       charges), expenses and other amounts then due and payable to the Class B Noteholders       pursuant to the Series 2020-1 Transaction Documents;              (19)   To each of the following on a pro rata basis: (i) to the Transition Agent,       any amounts then due and payable thereto and (ii) to the Back-up Manager, any amounts       then due and payable thereto, in each case in accordance with the Transaction Documents       and after giving effect to the payment made pursuant to clause (5) above;              (20)   To the Indenture Trustee, any accrued and unpaid Indenture Trustee Fees       and other amounts not paid pursuant to clause (1) above due solely to the per annum       limitation set forth therein;              (21)   To the Director Services Provider, in the amount of any unpaid       indemnification amounts owing pursuant to the Director Services Agreement;              (22)   To each of the following on a pro rata basis: (A) to the Issuer, an amount       equal to the product of (i) the Series 2020-1 Asset Allocation Percentage and (ii) 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 (B) to the Manager, an amount equal to       the product of (i) the Series 2020-1 Asset Allocation Percentage and (ii) the amount of       any officer, director and other indemnity payments required to be made to the Manager;              (23)   To the Series Account for each Series of Notes for which the unpaid       principal balance of, and accrued interest on the Notes of such Series has been paid in full       but for which fees, indemnities and other amounts owing to the Noteholders of such       Series, the Director Services Provider, the Manager, the Transition Agent or the Back-up       Manager remain unpaid, the aggregate amount of such amount. If more than one Series       shall be entitled to a distribution pursuant to this clause shall be allocated among such       Series based on amounts owed; and              (24)   To the Issuer, any remaining Series 2020-1 Available Funds.      28   737897646 20654080 





 






               (II)  If an Early Amortization Event for Series 2020-1 shall then be continuing,        but no Event of Default for Series 2020-1 shall then be continuing (or an Event of Default        for Series 2020-1 is continuing but the Series 2020-1 Notes have not been accelerated in        accordance with the Indenture):               (1)   To the Indenture Trustee, an amount equal to the sum, without duplication,        of (A) the Indenture Trustee Fees then due and payable for the Series 2020-1 Notes and        (B) an amount equal to the product of (i) the Series 2020-1 Asset Allocation Percentage        and (ii) any amounts payable to the Indenture Trustee on such Payment Date in        accordance with a specified provision of the Indenture regarding enforcement of the        obligations of the Issuer under the Indenture, so long as the aggregate amount paid        pursuant to this clause (1) in any calendar year would not exceed an amount equal to        $40,000;               (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 an amount equal to the product of (i) the Series 2020-1 Asset Allocation        Percentage and (ii) $5,000 per annum);               (3)   To the Manager, (i) an amount equal to the Management Fee then due and        payable with respect to the Series 2020-1 Notes, (ii) the amount of any Management Fee        Arrearage then due and payable with respect to the Series 2020-1 Notes, 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, an amount equal to the product of any unreimbursed       Manager Advances made with respect to the Series 2020-1 Notes in accordance with the       terms of the Management Agreement;              (5)    To each of the following on a pro rata basis: (i) to the Transition Agent,       any Transition Agent Fees then due and payable and the payment of (or reimbursement       for) any out-of-pocket expenses and indemnities (amounts for indemnities not to exceed       $35,000 per annum for the Series 2020-1 Notes) incurred by the Transition Agent       including those related to the actual transfer from the Manager to a Back-up Manager and       (ii) to the Back-up Manager, any Back-up Management 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 an amount equal to the product of       (i) the Series 2020-1 Asset Allocation Percentage and (ii) $50,000 in aggregate;              (7)   To each Holder of a Class A Note on the immediately preceding Record       Date, on a pro rata basis, an amount equal to its pro rata portion of the Class A Note       Interest Payment for such Payment Date;      29   737897646 20654080 





 






               (8)   To each Holder of a Class B Note on the immediately preceding Record       Date, on a pro rata basis, an amount equal to its pro rata portion of the Class B Note        Interest Payment for such Payment Date;               (9)   To each Letter of Credit Bank, on a pro rata basis (based on amounts        owed), in reimbursement of unpaid Letter of Credit Fees then due and payable;              (10)   To the Series 2020-1 Restricted Cash Account, an amount sufficient so       that the total amount on deposit in the Series 2020-1 Restricted Cash Account, is equal to        the Series 2020-1 Restricted Cash Amount for such Payment Date and then to each Letter        of Credit Bank, on a pro rata basis (based on amounts owed), in reimbursement of unpaid        draws under each Letter of Credit and finally to the Series 2020-1 L/C Cash Account in        reimbursement of any unreimbursed draws from such account;              (11)  To each Holder of a Class A Note on the immediately preceding Record       Date, on a pro rata basis, all remaining Series 2020-1 Available Funds until the       Aggregate Class A Note Principal Balance is reduced to zero;              (12)   To each Holder of a Class B Note on the immediately preceding Record       Date, on a pro rata basis, all remaining Series 2020-1 Available Funds until the       Aggregate Class B Note Principal Balance is reduced to zero;              (13)  To each Holder of a Class A Note on the immediately preceding Record       Date, on a pro rata basis, all indemnities, costs (including increased costs and capital       adequacy charges), expenses and other amounts then due and payable to the Class A       Noteholders pursuant to the Series 2020-1 Transaction Documents;              (14)   To each Holder of a Class B Note on the immediately preceding Record       Date, on a pro rata basis, all indemnities, costs (including increased costs and capital       adequacy charges), expenses and other amounts then due and payable to the Class B       Noteholders pursuant to the Series 2020-1 Transaction Documents;              (15)   To the Series Account for each other Series of Notes then Outstanding       (excluding the Series 2020-1 Notes), all remaining Series 2020-1 Available Funds to be       allocated to such other Series of Notes in accordance with the terms of the Series 2020-1       Supplement;              (16)   To each of the following on a pro rata basis: (i) to the Transition Agent,       any amounts then due and payable thereto and (ii) to the Back-up Manager, any amounts       then due and payable thereto, in each case in accordance with the Transaction Documents       and after giving effect to the payment made pursuant to clause (5) above;              (17)   To the Indenture Trustee, any accrued and unpaid Indenture Trustee Fees       and other amounts not paid pursuant to clause (1) above due solely to the per annum       limitation set forth therein;              (18)   To the Director Services Provider, in the amount of any unpaid       indemnification amounts owing pursuant to the Director Services Agreement;     30   737897646 20654080 





 






               (19)  To each of the following on a pro rata basis: (A) to the Issuer, an amount        equal to the product of (i) the Series 2020-1 Asset Allocation Percentage and (ii) 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 (B) to the Manager, an amount equal to       the product of (i) the Series 2020-1 Asset Allocation Percentage and (ii) the amount of       any officer, director and other indemnity payments required to be made to the Manager;              (20)   To the Series Account for each Series of Notes for which the unpaid       principal balance of, and accrued interest on the Notes of such Series has been paid in full       but for which fees, indemnities and other amounts owing to the Noteholders of such       Series, the Director Services Provider, the Manager, the Transition Agent or the Back-up       Manager remain unpaid, the aggregate amount of such amount. If more than one Series       shall be entitled to a distribution pursuant to this clause shall be allocated among such       Series based on amounts owed; and              (21)   To the Issuer, any remaining Series 2020-1 Available Funds.              (III)  If an Event of Default for Series 2020-1 shall have occurred and then be        continuing and the Series 2020-1 Notes have been accelerated in accordance with the       Indenture and such consequence shall not have been rescinded or annulled:              (1)    To the Indenture Trustee, an amount equal to the sum, without duplication       of (A) the Indenture Trustee Fees then due and payable for the Series 2020-1 Notes and       (B) an amount equal to the product of (i) the Series 2020-1 Asset Allocation Percentage       and (ii) any amounts payable to the Indenture Trustee on such Payment Date in       accordance with a specified provision of the Indenture regarding enforcement of the       obligations of the Issuer under the Indenture;              (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 an amount equal to the product of (i) the Series 2020-1 Asset Allocation       Percentage and (ii) $5,000 per annum);              (3)    To the Manager, (i) an amount equal to the Management Fee then due and       payable with respect to the Series 2020-1 Notes, (ii) the amount of any Management Fee       Arrearage then due and payable with respect to the Series 2020-1 Notes, 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, an amount equal to the product of any unreimbursed       Manager Advances made with respect to the Series 2020-1 Notes in accordance with the       terms of the Management Agreement;              (5)    To each of the following on a pro rata basis: (i) to the Transition Agent,       any Transition Agent Fees then due and payable and the payment of (or reimbursement       for) any out-of-pocket expenses and indemnities incurred by the Transition Agent       including those related to the actual transfer from the Manager to a Back-up Manager and       (ii) to the Back-up Manager, any Back-up Management Fees then due and payable;     31   737897646 20654080 





 






               (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 an amount equal to the product of       (i) the Series 2020-1 Asset Allocation Percentage and (ii) $100,000;              (7)   To each Holder of a Class A Note on the immediately preceding Record       Date, on a pro rata basis, an amount equal to its pro rata portion of the Class A Note       Interest Payment for such Payment Date;              (8)    To each Holder of a Class B Note on the immediately preceding Record       Date, on a pro rata basis, an amount equal to its pro rata portion of the Class B Note       Interest Payment for such Payment Date;              (9)    To each Letter of Credit Bank, on a pro rata basis (based on amounts       owed), in reimbursement of unpaid Letter of Credit Fees then due and payable;              (10)  To each Holder of a Class A Note on the immediately preceding Record       Date, on a pro rata basis, all remaining Series 2020-1 Available Funds until the       Aggregate Class A Note Principal Balance is reduced to zero;              (11)   To each Holder of a Class B Note on the immediately preceding Record       Date, on a pro rata basis, all remaining Series 2020-1 Available Funds until the       Aggregate Class B Note Principal Balance is reduced to zero;              (12)  To each Holder of a Class A Note on the immediately preceding Record       Date, on a pro rata basis, all indemnities, costs (including increased costs and capital       adequacy charges), expenses and other amounts then due and payable to the Class A       Noteholders pursuant to the Series 2020-1 Transaction Documents;              (13)   To each Holder of a Class B Note on the immediately preceding Record       Date, on a pro rata basis, all indemnities, costs (including increased costs and capital       adequacy charges), expenses and other amounts then due and payable to the Class B       Noteholders pursuant to the Series 2020-1 Transaction Documents;              (14)   To each Letter of Credit Bank, on a pro rata basis (based on amounts       owed), in reimbursement of unpaid draws under each Letter of Credit;              (15)   To the Series Account for each other Series of Notes then Outstanding       (excluding the Series 2020-1 Notes), all remaining Series 2020-1 Available Funds to be       allocated to such other Series of Notes in accordance with the methodology described in       the Series 2020-1 Supplement;              (16)   To the Director Services Provider, in the amount of any unpaid       indemnification amounts owing pursuant to the Director Services Agreement;              (17)   To each of the following on a pro rata basis: (A) to the Issuer, an amount       equal to the product of (i) the Series 2020-1 Asset Allocation Percentage and (ii) the     32   737897646 20654080 





 






           amount of any indemnity payments payable to the officers, directors and/or managers of        the Issuer required to be made by the Issuer, and (B) to the Manager, an amount equal to        the product of (i) the Series 2020-1 Asset Allocation Percentage and (ii) the amount of        any officer, director and other indemnity payments required to be made to the Manager;               (18)   To the Series Account for each Series of Notes for which the unpaid        principal balance of, and accrued interest on the Notes of such Series has been paid in full        but for which fees, indemnities and other amounts owing to the Noteholders of such        Series, the Director Services Provider, the Manager, the Transition Agent or the Back-up        Manager remain unpaid, the aggregate amount of such amount. If more than one Series        shall be entitled to a distribution pursuant to this clause shall be allocated among such        Series used or amounts owed; and               (19)   To the Issuer, any remaining Series 2020-1 Available Funds.               Any amounts payable to a Series 2020-1 Noteholder pursuant to this Section 303        shall be made by wire transfer of immediately available funds to the account that such        Series 2020-1 Noteholder has designated to the Indenture Trustee in writing at least five        Business Days prior to the applicable Payment Date.  Any amounts payable by the Issuer        hereunder are contingent upon the availability of funds to make such payment in        accordance with the provisions of this Section 303.         Section 304 Series 2020-1 Restricted Cash Account.  (a) The Issuer shall establish on   or prior to the Series 2020-1 Closing Date, and shall thereafter maintain so long as any Series   2020-1 Note remains Outstanding, an Eligible Account in the name of the Issuer with the  Indenture Trustee which shall be a non-interest bearing trust account and designated as the Series  2020-1 Restricted Cash Account, which account shall be held by the Indenture Trustee for the  benefit of the Series 2020-1 Noteholders pursuant to the terms of this Supplement.  On the Series  2020-1 Closing Date, the Issuer will deposit (or cause to be deposited) into the Series 2020-1  Restricted Cash Account an amount equal to the Issuance Date Restricted Cash Amount, and  amounts thereafter shall be deposited in the Series 2020-1 Restricted Cash Account in  accordance with Section 303 of this Supplement.  The Series 2020-1 Restricted Cash Account  shall only be relocated to another financial institution in accordance with the express provisions  of Section 302(c) of the Indenture.  Any and all monies on deposit in the Series 2020-1  Restricted Cash Account shall be invested in Eligible Investments in accordance with  Section 303 of the Indenture and shall be distributed in accordance with this Section 304.               (b)   On each Determination Date, the Indenture Trustee will, in accordance  with the Manager Report (or, in the absence of any Manager Report, in accordance with written  instructions from the Control Party), withdraw from the Series 2020-1 Restricted Cash Account  and deposit into the Series 2020-1 Series Account an amount equal to the Permitted Payment   Date Withdrawal (determined after giving effect to all other deposits to the Series 2020-1 Series   Account (other than funds transferred from the Series 2020-1 Restricted Cash Account)) on or   prior to such Determination Date.  Amounts transferred to the Series 2020-1 Series Account   pursuant to the provisions of this Section 304(b) may only be used to pay amounts specified in   the definition of “Permitted Payment Date Withdrawal”.  If amounts on deposit in the Series   2020-1 Restricted Cash Account, together with Letter of Credit Drawings and amounts on      33    737897646 20654080 





 






     deposit in the L/C Cash Account, are insufficient to fully fund the Permitted Payment Date   Withdrawal, such amounts will be paid to the Class A Noteholders and the Class B Noteholders  in the same priority as the priority of payments from the Series 2020-1 Series Account.               (c)   On each Payment Date, the Indenture Trustee shall, in accordance with the  Manager Report (or, in the absence of any Manager Report, in accordance with written  instructions from the Control Party), deposit in the Series 2020-1 Series Account for distribution   in accordance with the terms of this Supplement the excess, if any, of (i) the amounts then on   deposit in the Series 2020-1 Restricted Cash Account (after giving effect to any withdrawals   therefrom on such Payment Date), over (ii) an amount equal to the Series 2020-1 Restricted Cash  Amount for such Payment Date.  On the Series 2020-1 Legal Final Maturity Date or, at the  direction of the Control Party upon the occurrence of an Event of Default, any remaining funds  in the Series 2020-1 Restricted Cash Account will be deposited in the Series 2020-1 Series  Account and be distributed in accordance with Section 303 of this Supplement.                (d)   If on any Payment Date the aggregate amount of cash and Eligible  Investments then on deposit in the Series 2020-1 Restricted Cash Account is equal to, or greater  than, the Aggregate Series 2020-1 Note Principal Balance (determined after giving effect to  (A) if neither Early Amortization Event for Series 2020-1 or Event of Default for Series 2020-1  has occurred, the priority of payments set forth in clauses (1) – (15) of Part (I) of Section 303  paid on such date; or (B) if an Early Amortization Event for Series 2020-1 is then continuing but  no Event of Default for Series 2020-1 is then continuing (or an Event of Default for Series 2020- 1 is continuing but the Series 2020-1 Notes have not been accelerated), the priority of payments  set forth in clauses (1) – (12) of Part (II) of Section 303 paid on such date), the Indenture Trustee   shall, in accordance with the Manager Report, make part of Series 2020-1 Available Funds all   amounts in the Restricted Cash Account and prepay in full on such Payment Date the then   unpaid principal balance of, and accrued interest on, all Series 2020-1 Notes.          Section 305 Letters of Credit                (a)   The Issuer shall have the option to satisfy all or a portion of the Series   2020-1 Restricted Cash Amount by the delivery to the Indenture Trustee of an Eligible Letter of   Credit from an Eligible Bank.  Such Eligible Letter of Credit shall have aggregate available   drawing amounts (together with any amounts on deposit in the L/C Cash Account) equal to the   portion of the Series 2020-1 Restricted Cash Amount not held in the Series 2020-1 Restricted   Cash Account.  To the extent any portion of the Series 2020-1 Restricted Cash Amount is in the   form of cash and Eligible Investments on deposit in the Series 2020-1 Restricted Cash Account,   such cash and Eligible Investments will be drawn upon before any draw is made on a Letter of   Credit. The Indenture Trustee shall be the beneficiary of such Letter of Credit.                (b)   On each Determination Date, the Indenture Trustee shall, based on the   Manager Report delivered on such Determination Date, submit a drawing request on the Letter(s)   of Credit in an amount equal to the lesser of (each such draw, a “Letter of Credit Drawing”):                (x)   the Series 2020-1 Aggregate Available Amount on such Letter(s) of         Credit; and       34    737897646 20654080 





 






                 (y)   an amount equal to the excess of (x) the Permitted Payment Date         Withdrawals for Series 2020-1 for the related Payment Date, over (y) any amounts drawn         from the Series 2020-1 Restricted Cash Account or the Series 2020-1 L/C Cash Account         on such Determination Date to satisfy such Permitted Payment Date Withdrawals for         Series 2020-1 in accordance with the terms of this Supplement.                (c)   The Indenture Trustee shall receive Letter of Credit Drawings in trust for  the benefit of the Noteholders and upon receipt thereof shall immediately deposit such Letter of  Credit Drawings into the Series 2020-1 Series Account to satisfy the applicable portion of   amounts specified in the definition of “Permitted Payment Date Withdrawal”.  The making of a  Letter of Credit Drawing does not relieve the Issuer of any obligation under any Note, this   Indenture or any other Basic Document.                (d)   If, at any time while an Eligible Letter of Credit is being used to satisfy all   or a portion of the Series 2020-1 Restricted Cash Amount, the related Letter of Credit Bank shall   cease to be an Eligible Bank, the Issuer shall (x) replace such Letter of Credit with a substitute   Eligible Letter of Credit or (y) cause the Indenture Trustee to submit to the then existing Letter   of Credit Bank a completed drawing request for the remaining Available Drawing Amount under   such Letter of Credit. Any amounts received by the Indenture Trustee as the result of any such   drawing shall be deposited into the L/C Cash Account established pursuant to Section 306 for   payment of amounts specified in the definition of “Permitted Payment Date Withdrawal” as  otherwise specified in this Supplement.  Upon receipt by the Indenture Trustee of a replacement   Eligible Letter of Credit in accordance with the provisions of this Section 305(d), the Indenture   Trustee shall surrender the original of the replaced Letter of Credit to the issuer thereof, upon   written request of the Manager.                (e)   If, at any time while an Eligible Letter of Credit is being used to satisfy all   or a portion of the Series 2020-1 Restricted Cash Amount, the related Letter of Credit Bank shall   have provided notice to the Indenture Trustee that such Letter of Credit shall not be renewed   upon the expiration thereof, then the Indenture Trustee shall provide prompt written notice of   same to the Manager and the Issuer and the Issuer shall (unless the Control Party shall otherwise   consent) not less than ten (10) Business Days prior to the date on which the Letter of Credit shall   expire, (x) replace the then existing Letter of Credit with a substitute Eligible Letter of Credit, or   (y) cause the Indenture Trustee to submit to the then existing Letter of Credit Bank a completed   drawing request for the remaining Available Drawing Amount under such Letter of Credit. Any   amounts received by the Indenture Trustee as the result of any such drawing shall be deposited   into the L/C Cash Account established pursuant to Section 306 for payment of amounts specified   in the definition of “Permitted Payment Date Withdrawal” as otherwise specified in this   Supplement.  Upon receipt by the Indenture Trustee of a replacement Eligible Letter of Credit in   accordance with the provisions of this Section 305(d), the Indenture Trustee shall surrender the   original of the replaced Letter of Credit to the issuer thereof, upon written request of the   Manager.          Section 306 Series 2020-1 L/C Cash Account.                (a)   The Issuer shall establish on or prior to the Series 2020-1 Closing Date an   Eligible Account in the name of the Issuer with the Indenture Trustee which shall be a non-     35    737897646 20654080 





 






     interest bearing trust account and designated as the Series 2020-1 L/C Cash Account, which   account shall be held by the Indenture Trustee for the benefit of the Series 2020-1 Noteholders   pursuant to the terms of this Supplement.  Any Letter of Credit Drawings referred to in clauses   (d) and (e) of Section 305 shall be deposited into the Series 2020-1 L/C Cash Account.  On each   Determination Date, the Indenture Trustee will, in accordance with the Manager Report (or, in   the absence of any Manager Report, in accordance with written instructions from the Control   Party), withdraw from the Series 2020-1 L/C Cash Account and deposit into the Series 2020-1   Series Account an amount equal to the Permitted Payment Date Withdrawal (determined after   giving effect to all other deposits to the Series 2020-1 Series Account (including funds   transferred from the Series 2020-1 Restricted Cash Account and amounts available from any   Letter of Credit Drawings) on or prior to such Determination Date.  Amounts transferred to the  Series 2020-1 Series Account pursuant to the provisions of this Section 304(b) may only be used  to pay amounts specified in the definition of “Permitted Payment Date Withdrawal”.          Section 307 Series 2020-1 Revenue Reserve Account.  The Issuer shall establish on or   prior to the Series 2020-1 Closing Date an Eligible Account in the name of the Issuer with the  Indenture Trustee which shall be a non-interest bearing trust account and designated as the Series  2020-1 Revenue Reserve Account, which account shall be held by the Indenture Trustee for the  benefit of the Series 2020-1 Noteholders pursuant to the terms of this Supplement.  On the Series  2020-1 Closing Date, the Issuer will deposit (or cause to be deposited) into the Series 2020-1  Revenue Reserve Account an amount equal to the Series 2020-1 Revenue Reserve Deposit  Amount.  The Series 2020-1 Revenue Reserve Account shall only be relocated to another  financial institution in accordance with the express provisions of Section 302(c) of the Indenture.   On each of the first three Determination Dates following the Series 2020-1 Closing Date, the  Indenture Trustee will, in accordance with the Manager Report (or, in the absence of any  Manager Report, in accordance with written instructions from the Control Party), withdraw from  the Revenue Reserve Account and deposit in the Series 2020-1 Series Account funds in an  amount equal to the Series 2020-1 Revenue Reserve Release Amount.         Section 308 Allocation of Shared Available Funds.  (a) All Shared Available Funds for   Series 2020-1 that are available for distribution to other Series of Notes in accordance with the   provisions of Section 303 shall be allocated by the Manager to all Series of Notes then   Outstanding (other than the Series 2020-1 Notes) that have a Required Payment Deficiency on   such Determination Date. Allocations shall be made to each such Series having a Required   Payment Deficiency in accordance with the following order of priorities, with no payment being   made at any level of priority until all prior priorities have been paid in full:                                  i.    to each Series that has not paid in full the Indenture                           Trustee Fees payable by, or allocable to, such Series, the amount of                           such unpaid Indenture Trustee Fees or equivalent amounts paid to                           the Indenture Trustee (subject to any dollar limitation for any                           particular Series set forth in the Supplement for such Series);                                  ii.   to each Series that has not paid in full the fees of the                           Director Services Provider payable by, or allocation to, such                           Series, the amount of such unpaid fees (subject to a dollar      36    737897646 20654080 





 






                           limitation of five thousand dollars ($5,000) in any calendar year in                          the aggregate for all Series);                                 iii.  to each Series that has not paid in full the Excess                          Deposits, Management Fee and Management Fee Arrearages                          payable by, or allocable to, such Series, the amount of such unpaid                          Excess Deposits, Management Fee and Management Fee                          Arrearages;                                 iv.   to each Series that has not paid in full the Manager                          Advances payable by, or allocable to, such Series, the amount of                          such unpaid Manager Advances;                                 v.    to each Series that has not paid in full the Transition                          Agent Fees and Back-up Management Fees payable by, or                          allocable to, such Series, the amount of such unpaid Transition                          Agent Fees and Back-up Management Fees;                                 vi.   to each Series that has not paid in full the Issuer                         Expenses payable by, or allocable to, such Series, the amount of                         such unpaid Issuer Expenses;                                vii.  to each Series that has not paid in full all interest                         payments payable with respect to the Senior Notes of such Series                         and all commitment fees payable with respect to the Senior Notes                         of such Series, the amount of such unpaid interest payments and                         commitment fees;                                viii. to each Series that has not paid in full all interest                         payments payable with respect to the Subordinated Notes of such                         Series and all commitment fees payable with respect to the                         Subordinated Notes of such Series, the amount of such unpaid                         interest payments and commitment fees                                ix.   To each Letter of Credit Bank, on a pro rata basis                         (based on amounts owed), in reimbursement of unpaid Letter of                         Credit Fees then due and payable;                                x.    To each Series, an amount sufficient so that the total                         amount on deposit in the applicable Restricted Cash Account, is                         equal to the Restricted Cash Amount for such Payment Date and                         then to each Letter of Credit Bank, on a pro rata basis (based on                         amounts owed), in reimbursement of unpaid draws under each                         Letter of Credit and finally to the applicable Series L/C Cash                         Account in reimbursement of any unreimbursed draws from such                         account;      37   737897646 20654080 





 






                                 xi.   to each Series that has not paid in full all Scheduled                          Principal Payment Amounts for the Senior Notes of such Series,                          the amount of such unpaid Scheduled Principal Payment Amounts;                                 xii.  to each Series (A) that has not paid in full all                          Supplemental Principal Payment Amounts for the Senior Notes of                          such Series, the amount of such unpaid Supplemental Principal                          Payment Amounts and (B) for which an Early Amortization Event                          has occurred and is then continuing, all remaining amounts until                          the aggregate unpaid principal balance for the Senior Notes of such                          Series is reduced to zero;                                 xiii. to each Series that has not paid in full all Scheduled                          Principal Payment Amounts for the Subordinated Notes of such                          Series, the amount of such unpaid Scheduled Principal Payment                          Amounts;                                 xiv.  to each Series that has not paid in full all                          Supplemental Principal Payment Amounts for the Subordinated                          Notes of such Series, the amount of such unpaid Supplemental                          Principal Payment Amounts;                                 xv.   to each of the following on a pro rata basis: (i) to                          the Transition Agent, any amounts then due and payable thereof                          and (ii) to the Back-up Manager, any amounts then due and                          payable thereto;                                 xvi.  to the Indenture Trustee, any amounts then due and                          payable to the Indenture Trustee;                                 xvii. to the Director Services Provider in the amount of                          any unpaid indemnification amounts then due and payable                          pursuant to the Director Services Agreement;                                 xviii. (i) amount of indemnity payments, payable to the                          officers, directors and/or managers of the Issuer required to be                          made by the Issuer, and (ii) the amount of officer, director and                          other indemnity payments required to be made to the Manager; and                                 xix.  to each Series of Notes that has not been paid in                          full, all other amounts owing to the Noteholders of such Series.         If more than one Series shall be entitled to a distribution pursuant to a particular priority  set forth in Section 308(a), funds shall be allocated among each such entitled Series on a pro rata  basis based on the relative amount owing to each such Series pursuant to such payment priority.               (b)   All Shared Available Funds remaining after the payments set forth in  Section 308(a) have been paid, shall be used to pay, for each Series for which the unpaid     38   737897646 20654080 





 






     principal balance of, and accrued interest on, the Notes of such Series have been paid in full but   for which fees, indemnities and other amounts owing to any Person, the aggregate amount of   such unpaid fees, indemnities and other amounts.  If more than one Series are entitled to such   payments, then such payments shall be allocated among such Series on a pro rata basis based on   the amounts owing.                                     ARTICLE IV                                               SERIES 2020-1 EARLY AMORTIZATION EVENTS, DEFAULTS AND CASH SWEEP                                      EVENTS          Section 401 Series 2020-1 Early Amortization Events.  As of any date of   determination, the existence of any one of the following events or conditions shall constitute an   Early Amortization Event for the Series 2020-1 Notes (each, a “Series 2020-1 Early   Amortization Event”):                            (1)   as of the end of any fiscal quarter, commencing with the              fiscal quarter ending on September 30, 2021, the Series 2020-1 EBIT to Series              2020-1 Cash Interest Expense Ratio is less than 1.1 to 1.0; and                           (2)   on any Payment Date a Series 2020-1 Asset Base              Deficiency shall have occurred, and shall have remained unremedied for a period              of thirty (30) consecutive days without having been cured;         If a Series 2020-1 Early Amortization Event occurs, such condition shall be deemed  cured if it does not exist on any subsequent Payment Date; provided that if a Series 2020-1 Early  Amortization Event described in clause (2) has occurred and has existed for twenty-four (24)  consecutive Payment Dates, such Series 2020-1 Early Amortization Event shall not be deemed  cured on any subsequent Payment Date.  Except as set forth in the immediately preceding   sentence, if a Series 2020-1 Early Amortization Event exists on any Payment Date, then such   Series 2020-1 Early Amortization Event shall be deemed to continue until the Business Day on   which the Control Party for the Series 2020-1 Notes waives, in writing, such Series 2020-1 Early   Amortization Event.  The Indenture Trustee shall promptly provide notice of any such waiver   received by it to the Rating Agency for the Series 2020-1 Notes.          The existence of a Series 2020-1 Early Amortization Event will determine the method in   which cash flows will be allocated and distributed from the Series 2020-1 Series Account.  The   occurrence of a Series 2020-1 Early Amortization Event will not in and of itself result in the   occurrence of a Series Specific Early Amortization Event for any other Series.          If a Series 2020-1 Early Amortization Event shall have occurred and then be continuing,   the Indenture Trustee shall have in addition to the rights provided in the Transaction Documents,   all rights and remedies provided under all applicable laws.          Section 402 Series 2020-1 Events of Default.  As of any date of determination, the   existence of any one of the following events or conditions shall constitute an Event of Default for   the Series 2020-1 Notes (each, a “Series 2020-1 Event of Default”), whether it shall be voluntary      39    737897646 20654080 





 






   or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of  any court or any order, rule or regulation of any Governmental Authority):                           (1)   a default in the payment of any interest on any Note of              Series 2020-1 then Outstanding when the same becomes due and payable, and              such default continues for a period of five (5) Business Days or more;                           (2)   a default in the payment of principal of, and any other              amounts owing on, any Series 2020-1 Note on the related Legal Final Maturity              Date;                           (3)   a default in the performance or breach, in any material              respect, by the Issuer of any of its covenants or agreements made in the Indenture              (other than a covenant or agreement a breach of which or default in the              performance of which is specifically dealt with elsewhere in this Section 402),              which materially and adversely affects the rights of the Series 2020-1              Noteholders, and such failure shall continue unremedied for a period of sixty (60)              days (or for such longer period not in excess of ninety (90) days as may be              reasonably necessary to remedy such failure; provided that such failure is capable              of remedy within ninety (90) days) after there shall have been given, by registered              or certified mail, to the Issuer by the Indenture Trustee or by Series 2020-1              Noteholders evidencing at least twenty-five percent (25%) of the Aggregate              Series 2020-1 Note Principal Balance then Outstanding a written notice              specifying such failure and requiring it to be remedied and stating that such notice              is a “Notice of Default” hereunder;                           (4)   any representation or warranty of the Issuer made in the              Indenture or this Supplement proves to have been incorrect in any respect when              made, which failure materially and adversely affects the rights of the Series 2020-             1 Noteholders, and which failure continues unremedied for a period of sixty (60)              days (or for such longer period not in excess of ninety (90) days as may be              reasonably necessary to remedy such failure; provided that such failure is capable              of remedy within ninety (90) days) after there shall have been given, by registered              or certified mail, to the Issuer by the Indenture Trustee or by Series 2020-1              Noteholders evidencing at least twenty-five percent (25%) of the Aggregate              Series 2020-1 Note Principal Balance then Outstanding a written notice              specifying such failure and requiring it to be remedied and stating that such notice              is a “Notice of Default” hereunder; or                           (5)   a Bankruptcy Event with respect to the Issuer;         provided, however, that (A) if any delay or failure of performance referred to in clause  (1) above shall have been caused by force majeure or other similar occurrence, the five (5)  Business Day grace period referred to in such clause (a) shall be extended for an additional sixty  (60) calendar days, (B) if any delay or failure of performance referred to in clause (2) above shall  have been caused by force majeure or other similar occurrence, such failure or delay shall not  constitute a Series 2020-1 Event of Default for an additional sixty (60) calendar days, (C) if any     40   737897646 20654080 





 






   delay or failure of performance referred to in clause (3) above shall have been caused by force  majeure or other similar occurrence, the sixty (60) day grace period referred to in such clause (3)  shall be extended for an additional sixty (60) calendar days and (D) if any delay or failure of  performance referred to in clause (4) above shall have been caused by force majeure or other  similar occurrence, the sixty (60) day grace period referred to in such clause (4) shall be  extended for an additional sixty (60) calendar days.         The rights of the Series 2020-1 Noteholders and other parties following the occurrence of  an Event of Default are set forth in Article VIII of the Indenture.  Upon the occurrence of a  Series 2020-1 Event of Default of the type described in paragraph (5) of this Section 402 hereof,  the unpaid principal balance of, and accrued interest on, all Series 2020-1 Notes, together with  all other amounts then due and owing to the Series 2020-1 Noteholders, shall become  immediately due and payable without further action by any Person, subject to the provisions of  Article VIII of the Indenture.  Upon the occurrence of any other Series 2020-1 Event of Default,  the maturity of the Series 2020-1 Notes may be accelerated at the direction of the Control Party  pursuant to Article VIII of the Indenture.         The existence of a Series 2020-1 Event of Default will determine the method in which  cash flows will be allocated and distributed from the Series 2020-1 Series Account.  The  occurrence of a Series 2020-1 Event of Default will not in and of itself result in the occurrence of  a Series Specific Event of Default for any other Series.          Section 403 Series 2020-1 Manager Default and Series 2020-1 Back-up Manager  Events.               (a)   As of any date of determination, the existence of any one of the following  events or conditions shall constitute a Manager Default for the Series 2020-1 Notes (each, a  “Series 2020-1 Manager Default”):                           (1)   any failure by the Manager to deliver or cause to be              delivered any required payment to the Indenture Trustee for distribution to the              Series 2020-1 Noteholders, which failure continues unremedied for ten Business              Days after discovery thereof by a Responsible Officer of the Manager or receipt              by the Manager of written notice thereof from the Indenture Trustee or the             Control Party;                          (2)   any failure by the Manager to duly observe or perform in             any material respect any other of its covenants or agreements in the Management             Agreement, which failure materially and adversely affects the rights of the Series             2020-1 Noteholders, and which continues unremedied for 60 days or, in the case             of a failure by the Manager to deliver a Manager Report or Asset Base Certificate             when due under the Management Agreement, 30 days, after discovery thereof by             a Responsible Officer of the Manager or receipt by the Manager of written notice             thereof from the Indenture Trustee or the Control Party;                           (3)   any representation or warranty of the Manager made in the             Management Agreement proves to have been incorrect in any material respect     41   737897646 20654080 





 






                 when made, which failure materially and adversely affects the rights of the Series               2020-1 Noteholders, and which failure continues unremedied for 60 days after               discovery thereof by a Responsible Officer of the Manager or receipt by the              Manager of written notice thereof from the Indenture Trustee or the Control Party              (it being understood that any repurchase of a Managed Container in the Series              2020-1 Series-Specific Container Pool by Seller pursuant to the Contribution and              Sale Agreement or by the Manager pursuant to the Management Agreement shall              be deemed to remedy any incorrect representation or warranty with respect to              such Managed Container);                           (4)   the Funded Debt Ratio as of the end of any fiscal quarter              shall exceed the greater of (x) 4.25 to 1.00 and (y) the corresponding such ratio              set forth in the TCIL Credit Agreement following an amendment thereof after the              date of this Supplement;                           (5)   the sum of (a) Consolidated Tangible Net Worth plus              (b) the Manager’s Investments in Unrestricted Subsidiaries (excluding Manager’s              direct or indirect Investments in the TAL Group) (calculated as set forth in the              definition of “Restricted Investments”) shall be less than the lesser of (x)               $855,000,000 and (y) the corresponding such amount set forth in the TCIL Credit               Agreement following an amendment thereof after the date of this Supplement; or                           (6)   the Manager suffers a Bankruptcy Event;         provided, however, that (x) the grace periods referred to under clauses (1), (2) or (3)  above shall be extended for a period of 120 days if such breach or failure was caused by a force  majeure or other similar occurrence and (y) if a Series 2020-1 Manager Default described in  either of clauses (4) or (5) occurs, such condition shall be deemed cured if a subsequently  delivered Manager Report indicates that such condition does not exist on any subsequent   Payment Date.  Except as set forth in the immediately preceding sentence, if a Series 2020-1   Manager Default exists on any Payment Date, then such Series 2020-1 Manager Default shall be   deemed to continue until the Business Day on which the Control Party waives, in writing, such   Series 2020-1 Manager Default.  The Indenture Trustee shall promptly provide notice of any   such waiver received by it of a Series 2020-1 Manager Default to each Rating Agency for the   Series 2020-1 Notes.    The occurrence of a Series 2020-1 Manager Default will not in and of itself result in the   occurrence of a Series Specific Manager Default for any other Series.  The rights of the Series   2020-1 Noteholders and other parties following the occurrence of a Manager Default are set forth   in Section 10 of the Management Agreement.                (b)   As of any date of determination, a Back-up Manager Event with respect to  the Series 2020-1 Notes (a “Series 2020-1 Back-up Manager Event”) shall be deemed to have   occurred if the Funded Debt Ratio as of the end of any fiscal quarter shall exceed the greater of  (x) 4.00 to 1.00. and (y) the difference between the Funded Debt Ratio, which, if exceeded,  would cause a Manager Default as of such date, and 0.50%.       42    737897646 20654080 





 






           Section 404 Series 2020-1 Cash Sweep Events.                (a)   As of any date of determination, the existence of any one of the following   events or conditions shall constitute a “Series 2020-1 Cash Sweep Event”:                            (1)   as of any Payment Date, the Weighted Average Age of the              Managed Containers in the Series 2020-1 Series-Specific Container Pool, as              indicated on the Manager Report relating to such Payment Date, shall be greater              than ten (10) years; and                           (2)   the principal balance of the Series 2020-1 Notes is not paid              in full on or before the Series 2020-1 Cash Sweep Trigger Date.         If a Series 2020-1 Cash Sweep Event described in clause (1) occurs, such condition shall  be deemed cured if it does not exist on any subsequent Payment Date. Except as set forth in the  immediately preceding sentence, if a Series 2020-1 Cash Sweep Event exists on any Payment  Date, then such Series 2020-1 Cash Sweep Event shall be deemed to continue until the Business  Day on which the Control Party for the Series 2020-1 Notes waives, in writing, such Series  2020-1 Cash Sweep Event. The Indenture Trustee shall promptly provide notice of any such  waiver received by it to the Rating Agency for the Series 2020-1 Notes.         The existence of a Series 2020-1 Cash Sweep Event will affect the method in which cash  flows will be distributed from the Series 2020-1 Series Account to the Holders of the Class A  Notes and the Class B Notes in respect of principal.                                     ARTICLE V                                                                REPRESENTATIONS AND WARRANTIES          To induce the Series 2020-1 Noteholders to purchase the Series 2020-1 Notes hereunder,   the Issuer hereby represents and warrants as of the Series 2020-1 Closing Date to the Indenture  Trustee for the benefit of the Series 2020-1 Noteholders that:         Section 501 Existence.  The Issuer is a limited liability company duly organized,   validly existing and in compliance under the laws of Delaware.  The Issuer is in good standing  and is duly qualified to do business in each jurisdiction where the failure to do so would   reasonably be expected to have a material adverse effect upon the Issuer, and has all licenses,  permits, charters and registrations the failure to hold which would reasonably be expected to  have a material adverse effect on the Issuer.         Section 502 Authorization.  The Issuer has the power and is duly authorized to execute   and deliver this Supplement and the other Series 2020-1 Transaction Documents to which it is a   party; the Issuer is duly authorized to borrow monies hereunder and under the Indenture; and the   Issuer is and will continue to be authorized to perform its obligations under the Indenture, this   Supplement and the other Series 2020-1 Transaction Documents.  The execution, delivery and   performance by the Issuer of this Supplement and the other Series 2020-1 Transaction   Documents to which it is a party and the borrowings hereunder do not require any consent or   approval of any Governmental Authority, stockholder or any other Person which has not already      43    737897646 20654080 





 






   been obtained other than any such consent or approval the failure to obtain which would not  reasonably be expected to have a material adverse effect on the Issuer.         Section 503 No Conflict; Legal Compliance.  The execution, delivery and performance  of this Supplement and each of the other Series 2020-1 Transaction Documents by the Issuer and  the execution, delivery and payment of the Series 2020-1 Notes will not: (a) contravene any  provision of the Issuer’s charter documents, by-laws or other organizational documents;  (b) contravene,  conflict  with or violate any Applicable Law or regulation, or any order, writ,  judgment, injunction, decree, determination or award of any Governmental Authority; or  (c) violate or result in the breach of, or constitute a default under the Indenture, this Supplement,  the other Series 2020-1 Transaction Documents, any other indenture or other loan or credit  agreement, or other agreement or instrument to which the Issuer is a party or by which the Issuer,  or its property and assets may be bound or affected, other than any such contravention, conflict,  violation, breach or default that would not reasonably be expected to have a material adverse  effect on the Issuer.         Section 504 Validity and Binding Effect.  This Supplement is, and each Series 2020-1  Transaction Document to which the Issuer is a party, when duly executed and delivered, will be,  the legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance  with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar  laws of general application affecting the enforcement of creditors’ rights or by general principles  of equity limiting the availability of equitable remedies.         Section 505 Other Regulations.  The Issuer will be relying on an exemption or  exclusion from the definition of “investment company” under the Investment Company Act  contained in Section 3(a)(1), although there may be additional exemptions or exclusions  available to the Issuer.  The Issuer is not relying on the exemptions set forth in Section 3(c)(1) or  Section 3(c)(7) of the Investment Company Act.  The issuing entity is being structured so as not  to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act.         Section 506 Solvency and Separateness.                     (i)   The capital of the Issuer is adequate for the business and        undertakings of the Issuer.                     (ii)  Other than with respect to the transactions contemplated hereby,        and by the other Series 2020-1 Transaction Documents and the Transaction Documents,        the Issuer is not engaged in any business transactions with the Manager except as        permitted by the Management Agreement or with the Seller except as permitted by the        Contribution and Sale Agreement.                     (iii) At all times, at least one (1) manager of the Issuer shall qualify as        an Independent Manager (as defined in the Issuer’s limited liability company agreement).                     (iv)  The Issuer’s funds and assets are not, and will not be, commingled        with those of the Manager, except as permitted by the Management Agreement.      44   737897646 20654080 





 






                       (v)   The Issuer is not insolvent under the Insolvency Law and will not         be rendered insolvent by the transactions contemplated by the Series 2020-1 Transaction         Documents and after giving effect to such transactions, the Issuer will not be left with an         unreasonably small amount of capital with which to engage in its business nor will the        Issuer have intended to incur, or believe that it has incurred, debts beyond its ability to         pay such debts as they mature.  The Issuer does not contemplate the commencement of         insolvency, bankruptcy, liquidation or consolidation Proceedings or the appointment of a         receiver, liquidator, bankruptcy trustee or similar official in respect of the Issuer or any of         its assets.          Section 507 Survival of Representations and Warranties.  So long as any of the Series   2020-1 Notes shall be Outstanding and until payment and performance in full of the Outstanding   Obligations, the representations and warranties contained herein shall have a continuing effect as   having been true when made.          Section 508 No Default.  No Series 2020-1 Event of Default or  Series 2020-1 Early   Amortization Event has occurred and is continuing.          Section 509 Litigation and Contingent Liabilities.  No claims, litigation, arbitration   proceedings or governmental proceedings by any Governmental Authority are pending or   threatened against or are affecting the Issuer the results of which will materially and adversely   interfere with the consummation of any of the transactions contemplated by the Indenture, this   Supplement or any document issued or delivered in connection therewith or herewith.         Section 510 Title; Liens.  The Issuer has good, legal and marketable title to each of the   Managed Containers, and none of such assets is subject to any Lien, except for Permitted   Encumbrances and the Liens created or permitted pursuant to the Indenture.          Section 511 Subsidiaries.  The Issuer has no subsidiaries.          Section 512 Ownership of the Issuer.  On the Series 2020-1 Closing Date, all of the   issued and outstanding membership interests of the Issuer are owned by TCIL.         Section 513 Security Interest Representations.                (a)   This Supplement and the Indenture create a valid and continuing security   interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit   of the Noteholders, which security interest is prior to all other Liens (other than Permitted  Encumbrances), and is enforceable as such as against creditors of and purchasers from the Issuer.               (b)   The Containers constitute “goods” within the meaning of the applicable  UCC.  The Leases constitute “tangible chattel paper” within the meaning of the UCC.  The lease  receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC.   The Series 2020-1 Restricted Cash Account, the Series 2020-1 Revenue Reserve Account, the  Series 2020-1 L/C Cash Account and the Series 2020-1 Series Account constitute “securities  accounts” within the meaning of the UCC.  The Issuer’s contractual rights under the  Contribution and Sale Agreement and the Management Agreement constitute “general  intangibles” within the meaning of the UCC.      45    737897646 20654080 





 






                 (c)   The Issuer has caused the filing of all appropriate financing statements or  documents of similar import in the proper filing office in the appropriate jurisdictions under  Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture  Trustee in this Supplement and the Indenture and such security interest constitutes a perfected  security interest in favor of the Indenture Trustee.  All financing statements filed against the  Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral contain  a statement substantially to the following effect: “A purchase or acquisition of a security interest  in any collateral described in this financing statement will violate the rights of the Secured  Party.”               (d)   Other than the security interest granted to the Indenture Trustee pursuant   to this Supplement and the Indenture, the Issuer has not pledged, assigned, sold, granted a   security interest in, or otherwise conveyed any of the Managed Containers, except as permitted   pursuant to the Indenture.  The Issuer has not authorized the filing of, and is not aware of, any   financing statements against the Issuer that include a description of collateral covering the   Collateral other than any financing statement or document of similar import (i) relating to the   security interest granted to the Indenture Trustee in this Supplement or the Indenture or (ii) that   has been terminated.  The Issuer has no actual knowledge of any judgment or tax lien filings   against the Issuer.    The representations and warranties set forth in Section 513 shall survive until this Supplement is   terminated in accordance with its terms and the terms of the Indenture.          Section 514 United States Federal Income Tax Election.  The Issuer has not made an   election to be classified as an association taxable as a corporation pursuant to Section 301.7701-3   of the United States Treasury Regulations.                                     ARTICLE VI                                                                             COVENANTS          For so long as any Outstanding Obligations with respect to Series 2020-1 have not been   paid or performed, the Issuer shall observe each of the following covenants:          Section 601 Protection of Series 2020-1 Collateral.  The Issuer will from time to time   execute (if applicable) and deliver all financing statements, all amendments thereto and   continuation statements, instruments of further assurance and other instruments, and will, upon   the reasonable request of the Manager, take such other action necessary or advisable to:                (a)   maintain or preserve the Lien of the Indenture (and the priority thereof)   including executing and filing such documents as may be required under any international   convention for the perfection of interests in Managed Containers in the Series 2020-1 Series   Specific Container Pool that may be adopted subsequent to the date of this Supplement;                (b)   perfect, publish notice of, and protect the validity of the security interest in   the Series 2020-1 Collateral created pursuant to the Indenture;                (c)   enforce any of the items of the Series 2020-1 Collateral; and      46    737897646 20654080 





 






                 (d)   preserve and defend its right, title and interest to the Series 2020-1  Collateral and the rights of the Indenture Trustee in such Collateral against the claims of all  Persons (other than the Series 2020-1 Noteholders or any Person claiming through the Series  2020-1 Noteholders).         Section 602 Negative Covenants.         The Issuer will not, without the prior written consent of the Control Party:               (a)   at any time sell, transfer, exchange or otherwise dispose of any of the  Series 2020-1 Collateral, except as follows:                     (i)   in connection with a sale, conveyance or transfer pursuant to the        provisions of Section 608 or Section 816 of the Indenture; or                     (ii)  in connection with a substitution or repurchase of Managed        Containers as permitted or required in accordance with the terms of the Contribution and        Sale Agreement; or                     (iii) sales of Managed Containers (including any such sales resulting        from the sell/repair decision of the Manager) to unaffiliated third parties, and to the         extent that such sales are on terms and conditions that would be obtained in an ordinary         course, arms-length transaction, to Affiliates regardless of the sales proceeds realized         from such sales so long as a Series 2020-1 Asset Base Deficiency is not then continuing         or would result from such sale of Managed Containers after giving effect to the         application of the proceeds of such sales; provided, however, that if a Series 2020-1 Early         Amortization Event has occurred and is continuing or would result from any such sale         (after giving effect to the application of the proceeds thereof), no such sale may be made         to an Affiliate under this clause (iii) unless the net proceeds from such sale are greater         than or equal to the Adjusted Net Book Value of the Managed Containers being sold;                      (iv)  any other sales of Managed Containers that are not covered by the         preceding clauses provided that each such sale shall be specifically approved by (A) the         Control Party and (B) the managers of the Issuer in accordance with the provisions of the         Issuer’s limited liability company agreement;                      (v)   in connection with a Casualty Loss; or                       (vi)  in connection with the pledge by the Issuer of any portion of the          2020-1 Collateral to secure another Series of Notes issued under the Indenture or the         exchange by the Issuer of any portion of the Series 2020-1 Collateral with Collateral        pledged to secure another Series issued under the Indenture; provided that, (A) at the         time of such pledge or exchange, no Series 2020-1 Asset Base Deficiency, Series 2020-1         Early Amortization Event or Series 2020-1 Event of Default shall have occurred and be         continuing or would result therefrom, and (B) with respect to any exchange of any         portion of the Series 2020-1 Collateral for Collateral then pledged to secure another         Series of Notes, either (x) the Rating Agency Condition is satisfied for each affected         Series with respect to such exchange, or (y) after giving effect to such exchange, all of      47    737897646 20654080 





 






           the following criteria are satisfied in each case as demonstrated by an Officer’s         Certificate from the Manager certifying to the following and including all supporting         calculations: (1) the Weighted Average Age does not increase by more than 0.25 years,         (2) the weighted average remaining term of all on-lease equipment in the Series 2020-1         Series-Specific Container Pool does not decrease by more than 0.25 years, (3) the         utilization (as measured by the Manager’s normal practices) of the Containers remaining         in the Series 2020-1 Series-Specific Container Pool does not decrease by more than         0.25% and (4) the average yield (as measured by the Manager’s normal practices) on         leases remaining in the Series 2020-1 Series-Specific Container Pool does not decrease         by more than 0.25%.          Notwithstanding the foregoing limitation of this Section 602, sales of Managed   Containers shall be permitted at such other times and in such other amounts as the Indenture   Trustee (acting at the direction of the Control Party) shall permit.                (b)   release any of the Managed Containers or related Leases, in the Series   2020-1 Series-Specific Container Pool except as otherwise permitted pursuant to the terms of a   Transaction Document.                                      ARTICLE VII                                                                     MISCELLANEOUS PROVISIONS          Section 701 Ratification of Indenture.  As supplemented by this Supplement, the   Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this   Supplement shall be read, taken and construed as one and the same instrument.         Section 702 Counterparts.  This Supplement may be executed in any number of   counterparts, all of which shall constitute one and the same instrument, and any party hereto may   execute this Supplement by signing and delivering one or more counterparts.  This Supplement   may be executed by an authorized individual on behalf of each party hereto by means of (i) an   electronic signature that complies with the federal Electronic Signatures in Global and National   Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other   relevant electronic signatures law, in each case to the extent applicable; (ii) an original manual   signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or   faxed, scanned, or photocopied manual signature shall for all purposes have the same validity,  legal effect, and admissibility in evidence as an original manual signature. Each party hereto  shall be entitled to conclusively rely upon, and shall have no liability with respect to, any  electronic signature or faxed, scanned, or photocopied manual signature of any other party and  shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.  Notwithstanding the foregoing, with respect to any notice provided for in this Supplement or any  instrument required or permitted to be delivered hereunder, any party hereto receiving or relying  upon such notice or instrument shall be entitled to request execution thereof by original manual  signature as a condition to the effectiveness thereof.         Section 703 Governing Law.  THIS SUPPLEMENT SHALL BE CONSTRUED AND   INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,      48    737897646 20654080 





 






     INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW   BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF   LAW, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO   SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF   NEW YORK.          Section 704 Notices to the Rating Agency.  Whenever any notice or other   communication is required to be given to the Rating Agency pursuant to the Indenture or this   Supplement, such notice or communication shall be delivered to S&P at S&P Global Ratings, 55   Water Street, 41st Floor, New York, New York 10041, Attention: Asset-Backed Surveillance   Group - phone: (212/438-2435), fax: (212/438-2664).  Any rights to notices conveyed to the   Rating Agency pursuant to the terms of this Supplement shall terminate immediately if the   Rating Agency no longer has a rating outstanding with respect to the Series 2020-1 Notes.          Section 705 Amendments and Modifications.                (a)   The terms of this Supplement may be waived, modified or amended only   by a supplemental indenture entered in accordance with the terms of Sections 1001 or 1002 of   the Indenture.  For the avoidance of doubt, the Issuer shall comply with Sections 1003 and 1201   of the Indenture in connection with the execution of any amendment to this Supplement.  For   purposes of the application of Section 1001 of the Indenture to any amendment of this   Supplement, the applicable Noteholders shall be the Series 2020-1 Noteholders and the  applicable Rating Agencies and Rating Agency Condition shall be as defined in this Supplement,  and for purposes of application of Section 1002 of the Indenture to any amendment of this  Supplement, the Series 2020-1 Noteholders shall be the only Noteholders whose vote shall be  required; provided, however, that Section 403 may not be amended or otherwise modified  without the written consent of the Manager.               (b)   Notwithstanding anything set forth herein, in the Indenture or in any other  Transaction Document, whenever TCIL as Manager shall provide any direction to the Indenture  Trustee, any resulting action, any consent or direction, or any amendment or modification of or  waiver with respect to any of the Transaction Documents (including without limitation, the  Intercreditor Collateral Agreement) for any of the following purposes:                     (i)   to modify the definitions of “Series 2020-1 Manager Default” or        “Series 2020-1 Back-up Manager Event” so that the financial covenants and related terms        used in those definitions apply to any entity that is consolidated for accounting purposes        with Triton Holdco (a “Replacement Entity”) provided that (x) on the date of such        amendment or modification the Replacement Entity has consolidated tangible assets        equal to or in excess of the consolidated tangible assets of TCIL and its Subsidiaries, and        (y) the Replacement Entity delivers a performance guaranty with respect to the        obligations of the Manager under the Management Agreement; or                     (ii)  to facilitate any amendment, restatement, supplement, revision,        waiver or other modification to the Intercreditor Collateral Agreement or any control        agreement with respect to any Collection Account (including any amendment,        restatement, supplement, revision, waiver or other modification to any Transaction      49    737897646 20654080 





 






           Document to cause the provisions thereof to conform to or be consistent with the         modified provisions of the Intercreditor Collateral Agreement or control agreements) or         to facilitate the execution and delivery of any successor or replacement agreements:                            (1)   the determination of Disposition Proceeds allocated to              Issuer with reference to the Managed Containers,                           (2)   the determination of the Combined Fleet Interest or              Combined Fleet Expense allocated to Issuer with reference to the Managed               Containers in an Initial Lease Period, or                            (3)   the definitions of “Disposition Proceeds”, “Finance Lease”,               “Finance Lease Proceeds”, “Initial Lease Period”, “Lease Proceeds”, “Long Term               Initial Fleet”, “Long Term Initial Fleet Operating Expenses”, “Long Term Initial               Unit”, “Long Term Lease”, or “Long Term Unit”;         then, in each such case, the Series 2020-1 Parties shall be deemed to have approved such   instruction, action, consent, direction, amendment, modification or waiver (without obtaining the  actual consent or approval of the holders of the Series 2020-1 Notes or the Control Party with   respect to the Series 2020-1 Notes).    (c)   Other than in connection with the issuance of a new Series pursuant to Section 1006 of   the Indenture, no such amendment, modification or waiver shall, without the consent of the   Control Party,  amend the definitions of “Series 2020-1 Asset Base”, “Series 2020-1 Asset   Allocation Percentage”, “Series 2020-1 Required Overcollateralization Percentage” or “Control   Party” or to increase any Series 2020-1 Advance Rate.            Section 706 Consent to Jurisdiction.  ANY LEGAL SUIT, ACTION OR   PROCEEDING AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING TO   THIS SUPPLEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE   INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE COUNTY OF NEW YORK,   STATE OF NEW YORK AND EACH PARTY HERETO HEREBY WAIVES ANY   OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF   VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE   PURPOSES OF ENFORCING THIS SUPPLEMENT, EACH PARTY HERETO HEREBY   IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH   COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.          Section 707 Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY   IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTY HERETO, ANY RIGHTS IT   MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING   (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY   COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS SUPPLEMENT OR ANY   OTHER SERIES 2020-1 TRANSACTION DOCUMENT, INCLUDING IN RESPECT OF THE   NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.       50    737897646 20654080 





 






           Section 708 No Petition.  The Indenture Trustee, on its own behalf, hereby covenants   and agrees, and each Noteholder by its acquisition of a Series 2020-1 Note shall be deemed to   covenant and agree, that it will not institute against the Issuer any bankruptcy, reorganization,   arrangement, insolvency or liquidation proceedings, or other proceedings under any Insolvency   Law or any other federal or state bankruptcy or similar law, at any time other than on a date   which is at least one year and one day after the last date on which any Series 2020-1 Note is   Outstanding.  The provisions of this Section 708 shall survive the repayment of the Notes and   any termination of this Supplement.          Section 709 Noteholder Information.  Each Noteholder or holder of an interest in a   Note, by acceptance of such Series 2020-1 Note or such interest in such Series 2020-1 Note, will   be deemed to have agreed to provide the Issuer and the Indenture Trustee with such Noteholder   Tax Identification Information as requested from time to time by the Issuer or the Indenture   Trustee.  Each Noteholder or holder of an interest in a Note will be deemed to understand that   each of the Issuer and the Indenture Trustee has the right to (i) withhold tax (including without   limitation FATCA Withholding Tax) on interest and other applicable amounts under the Code   (without any corresponding gross-up) payable with respect to each holder of a Series 2020-1   Note, or to any beneficial owner of an interest in a Series 2020-1 Note, that fails to comply with   the foregoing requirements, fails to establish an exemption of such withholding or as otherwise   required under the Code or other Applicable Law (including, for the avoidance of doubt,   FATCA) and (ii) provide such information and documentation and any other information   concerning its interest in the applicable Series 2020-1 Note to the IRS and any other relevant   U.S. or foreign tax authority.          Section 710 Tax Basis Reporting.  To the extent that Definitive Notes are issued under   this Supplement, the Issuer will either (i) represent to the Indenture Trustee that such Series   2020-1 Notes are of the type of debt instruments where payments under such debt instruments   may be accelerated by reason of prepayments of other obligations securing such debt   instruments, or (ii) request that each relevant Noteholder provide Noteholder Tax Identification   Information (including, if requested, a transfer statement in accordance with Treasury Regulation  section 1.6045A-1(a)(1)) requested by the Indenture Trustee to comply with its cost basis  reporting obligations under the Code.  Each Noteholder or holder of an interest in a Note, by  acceptance of such Series 2020-1 Note or such interest in such Series 2020-1 Note, will be  deemed to have agreed to provide the Issuer and the Indenture Trustee with such Noteholder Tax  Identification Information referred to in the preceding sentence as requested from time to time by  the Issuer or the Indenture Trustee.         Section 711 PATRIOT Act.  The parties hereto acknowledge that in accordance with   the Customer Identification Program (CIP) requirements established under the Uniting and   Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct   Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001) and its   implementing regulations (collectively, the “Patriot Act”), the Indenture Trustee in order to help   fight the funding of terrorism and money laundering, is required to obtain, verify, and record   information that identifies each person or legal entity that establishes a relationship or opens an  account with the Indenture Trustee.  Each party hereby agrees that it shall provide the Indenture  Trustee with such information as the Indenture Trustee may request from time to time in order to  comply with any applicable requirements of the Patriot Act.      51    737897646 20654080 





 






         Section 712 Original Issue Discount. The Issuer will supply to the Indenture Trustee, at  the time and in the manner required by applicable Treasury regulations, for further distribution to  such persons, and to the extent, required by applicable Treasury regulations, information with  respect to any original issue discount, as defined in section 1273(a) of the Code, accruing on the  Series 2020-1 Notes.                                [Signature pages follow]         52   737897646 20654080 





 






         IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this  Supplement to be duly executed and delivered all as of the day and year first above written.                                       TRITON CONTAINER FINANCE VIII LLC,                                       as Issuer                                          By:  Triton Container International Limited,                                               its Manager                                          By:   /s/ Michael S. Pearl                                       Name: Michael S. Pearl                                       Title: Vice President and Treasurer                                    (Series 2020-1 Supplement)        737897646 20654080 





 






                                       Acknowledged by:                                       TRITON CONTAINER INTERNATIONAL                                      LIMITED,                                      as Manager                                          By:   /s/ Michael S. Pearl                                       Name: Michael S. Pearl                                       Title: Vice President and Treasurer                                                                           (Series 2020-1 Supplement)        737897646 20654080 





 






                                       WILMINGTON TRUST, NATIONAL                                      ASSOCIATION, not individually but solely as                                      Indenture Trustee                                       By: /s/ Robert J. Perkins                                       Name:  Robert J. Perkins                                       Title: Vice President                                     (Series 2020-1 Supplement)        737897646 20654080 





 






                                      EXHIBIT A-1                            FORM OF 144A GLOBAL NOTE         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK  CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE  “TRANSFEROR”) OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE  NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN  AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO   CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN   AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR THE   USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS   WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,   HAS AN INTEREST HEREIN.          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES   ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF,   BY PURCHASING THIS NOTE, AGREES THAT SUCH NOTE MAY BE  RESOLD,  PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE  STATE SECURITIES LAWS AND (1) IN A TRANSACTION MEETING THE  REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),  TO A PERSON THAT THE TRANSFEROR REASONABLY BELIEVES IS A  QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN  ACCOUNT (OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED  INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT THE RESALE,  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  OR (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE  904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) TO A PERSON  (A) THAT IS AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE  MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE  SECURITIES ACT, IS TAKING DELIVERY OF SUCH NOTE IN AN AMOUNT OF AT  LEAST $100,000 AND DELIVERS A PURCHASER LETTER TO THE INDENTURE  TRUSTEE IN THE FORM ATTACHED TO THE INDENTURE OR (B) THAT IS  TAKING DELIVERY OF SUCH NOTE PURSUANT TO A TRANSACTION THAT IS  OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE  SECURITIES ACT, AS CONFIRMED IN AN OPINION OF COUNSEL ADDRESSED  TO THE INDENTURE TRUSTEE AND THE ISSUER, WHICH COUNSEL AND  OPINION ARE SATISFACTORY TO THE ISSUER AND THE INDENTURE TRUSTEE.         EACH PURCHASER AND TRANSFEREE (AND ITS FIDUCIARY, IF  APPLICABLE) OF A NOTE (OR INTEREST HEREIN) WILL BE DEEMED TO  REPRESENT AND WARRANT THAT EITHER (i) IT IS NOT ACQUIRING AND WILL  NOT HOLD THE NOTE WITH THE PLAN ASSETS OF AN “EMPLOYEE BENEFIT  PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT  INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT                                 Exhibit A-1 – Page 1          737897646 20654080 





 






     TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND   SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS  AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE  “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE  BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY (EACH OF THE  FOREGOING, A “BENEFIT PLAN”) OR ANY OTHER PLAN THAT IS SUBJECT TO  A LAW THAT IS SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE  (“SIMILAR LAW”) OR (ii) (A) THE SERIES 2020-1 NOTES ARE RATED  INVESTMENT GRADE OR BETTER BY A NATIONALLY RECOGNIZED  STATISTICAL RATING AGENCY AT THE TIME OF PURCHASE OR TRANSFER  AND HAVE NOT BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR  APPLICABLE LOCAL LAW PURPOSES AND (B) THE ACQUISITION, HOLDING  AND DISPOSITION OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT  PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF  THE CODE OR A VIOLATION OF ANY SIMILAR LAW.         THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY  GOVERNMENTAL AGENCY OR INSTRUMENTALITY.                                   Exhibit A-1 – Page 2          737897646 20654080 





 






     TRITON CONTAINER FINANCE VIII LLC FIXED RATE ASSET-BACKED NOTE, SERIES                             2020-1, [CLASS A][CLASS B]    $[ ]  CUSIP No.: _____________      No. 1   _____________ ___, 2020            KNOW ALL PERSONS BY THESE PRESENTS that TRITON CONTAINER   FINANCE VIII LLC, a limited liability company organized under the laws of Delaware (the   “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, at the   principal corporate trust office of the Indenture Trustee named below, (i) the principal sum of up   to [XX] Dollars ([$XX.00]), which sum shall be payable on the dates and in the amounts set   forth in the Indenture, dated as of September 21, 2020 (as amended, restated or otherwise   modified from time to time, the “Indenture”) and the Series 2020-1 Supplement, dated as of   September 21, 2020 (as amended, restated or otherwise modified from time to time, the “Series   2020-1 Supplement”), each between the Issuer and Wilmington Trust, National Association as   indenture trustee (the “Indenture Trustee”), and (ii) interest on the outstanding principal amount   of this Note on the dates and in the amounts set forth in the Indenture and the Series 2020-1  Supplement.  Capitalized terms not otherwise defined herein will have the meaning set forth in   the Indenture and the Series 2020-1 Supplement.          Payment of the principal of and interest on this Note shall be made in lawful money of   the United States of America which at the time of payment is legal tender for payment of public   and private debts.  The principal balance of, and interest on this Note is payable at the times and   in the amounts set forth in the Indenture and the Series 2020-1 Supplement by wire transfer of   immediately available funds to the account designated by the Holder of record on the   immediately preceding Record Date.          This Note is one of the authorized Series 2020-1 Notes identified in the title hereto and   issued in the aggregate principal amount of up to [ ] Million Dollars ($[ ],000,000) pursuant to   the Indenture and the Series 2020-1 Supplement.          The Notes shall be an obligation of the Issuer and shall be secured by the Series 2020-1   Collateral, all as defined in, and subject to limitations set forth in, the Indenture and the Series   2020-1 Supplement.          This Note is transferable as provided in the Indenture and the Series 2020-1 Supplement,   subject to certain limitations therein contained, only upon the books for registration and transfer   kept by the Indenture Trustee, and only upon surrender of this Note for transfer to the Indenture   Trustee duly endorsed by, or accompanied by a written instrument of transfer in form reasonably   satisfactory to the Indenture Trustee duly executed by, the registered Holder hereof or his   attorney duly authorized in writing.  The Indenture Trustee or the Issuer may require payment by   the Holder of a sum sufficient to cover any tax expense or other governmental charge payable in   connection with any transfer or exchange of the Notes.          The Issuer, the Indenture Trustee and any other agent of the Issuer shall treat the Person   in whose name this Note is registered as the absolute owner hereof for all purposes, and neither   the Issuer, the Indenture Trustee, nor any other such agent shall be affected by notice to the   contrary.                                 Exhibit A-1 – Page 3          737897646 20654080 





 






         The Notes are subject to Prepayment, at the times and subject to the conditions set forth  in the Indenture and the Series 2020-1 Supplement.         If an Event of Default shall occur and be continuing, the principal of and accrued interest  on this Note may be declared to be due and payable in the manner and with the effect provided in  the Indenture and the Series 2020-1 Supplement.         The Indenture permits, with certain exceptions as therein provided, the issuance of  supplemental indentures with the consent of the Requisite Global Majority, in certain specifically  described instances.  Any consent given by the Requisite Global Majority shall be conclusive  and binding upon the Holder of this Note and on all future holders of this Note and of any Note  issued in lieu hereof whether or not notation of such consent is made upon this Note.   Supplements and amendments to the Indenture and the Series 2020-1 Supplement may be made  only to the extent and in circumstances permitted by the Indenture and the Series 2020-1  Supplement.         The Holder of this Note shall have no right to enforce the provisions of the Indenture and  the Series 2020-1 Supplement or to institute action to enforce the covenants, or to take any action  with respect to a default under the Indenture and the Series 2020-1 Supplement, or to institute,  appear in or defend any suit or other proceedings with respect thereto, except as provided under  certain circumstances described in the Indenture and the Series 2020-1 Supplement; provided,  however, that nothing contained in the Indenture and the Series 2020-1 Supplement shall affect  or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the  principal of and interest on this Note on or after the due date thereof; provided further, however,  that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not  institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or  liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at  any time other than at such time as permitted by Section 1210 of the Indenture and the Series  2020-1 Supplement.         Each purchaser and transferee of a Series 2020-1 Note will be deemed to represent and  warrant that either (i) it is not acquiring and will not hold the Series 2020-1 Note with the plan  assets of an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement  Income Security Act of 1974, as amended (“ERISA”), which is subject to the provisions of Title  I of ERISA, a “plan” described in and subject to Section 4975 of the Internal Revenue Code of  1986, as amended (the “Code”), an entity whose underlying assets include “plan assets” of any  of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity , or  any other plan that is subject to a law that is similar to Title I of ERISA or Section 4975 of the  Code (“Similar Law”) or (ii) (a) the Series 2020-1 Notes are rated investment grade or better by  a nationally recognized statistical rating agency at the time of purchase or transfer and have not  been characterized as other than indebtedness for applicable local law purposes and (b) the  acquisition, holding and disposition of the Series 2020-1 Note will not give rise to a non-exempt  prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a violation of  any Similar Law.          Each Holder of a Series 2020-1 Note (i) agrees to treat this Series 2020-1 Note for United  States federal, state and local income, single business and franchise tax purposes as indebtedness,                                Exhibit A-1 – Page 4        737897646 20654080 





 






   (ii) agrees that the duties of the Transition Agent are not to be construed as a replacement  Manager, (iii) agrees that the Series 2020-1 Note shall not have any interest in any Series  Account of any other Series and (iv) ratifies and confirms the terms of the Indenture and the  other Series 2020-1 Transaction Documents.         This Note, and the rights and obligations of the parties hereunder, shall be governed by,  and construed and interpreted in accordance with, the laws of the State of New York without  giving effect to principles of conflict of laws.         All terms and provisions of the Indenture and the Series 2020-1 Supplement are herein  incorporated by reference as if set forth herein in their entirety.  To the extent any provision of  this Note conflicts or is inconsistent with the provisions of the Indenture or the Series 2020-1  Supplement, the provisions of the Indenture and/or Series 2020-1 Supplement, as applicable,  shall govern and be controlling.         IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions  and things required to exist, happen and be performed precedent to the execution and delivery of  the Indenture and the Series 2020-1 Supplement and the issuance of this Note and the issue of  which it is a part, do exist, have happened and have been timely performed in regular form and  manner as required by law.         Unless the certificate of authentication hereon has been executed by the Indenture Trustee  by manual signature of one of its authorized officers, this Note shall not be entitled to any benefit  under the Indenture and the Series 2020-1 Supplement, or be valid or obligatory for any purpose.                                     Exhibit A-1 – Page 5        737897646 20654080 





 






         IN WITNESS WHEREOF, TRITON CONTAINER FINANCE VIII LLC has caused  this Note to be duly executed by its duly authorized representative, on this ____ day of  ______________, 20___.                                       TRITON CONTAINER FINANCE VIII LLC                                          By: Triton Container International Limited,                                              its Manager                                          By: _______________________________________                                      Its:         This Note is one of the Notes described in the within-mentioned Indenture and the Series  2020-1 Supplement.   WILMINGTON TRUST, NATIONAL   ASSOCIATION, as Indenture Trustee      By:                                    Its:                                      Exhibit A-1 – Page 6        737897646 20654080 





 






                                      EXHIBIT A-2                 FORM OF TEMPORARY REGULATION S GLOBAL NOTE         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK  CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE  “TRANSFEROR”) OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE  NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN  AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO   CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN   AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR THE   USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS   WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,   HAS AN INTEREST HEREIN.          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES   ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF,   BY PURCHASING THIS NOTE, AGREES THAT SUCH NOTE MAY BE  RESOLD,  PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE  STATE SECURITIES LAWS AND (1) IN A TRANSACTION MEETING THE  REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),  TO A PERSON THAT THE TRANSFEROR REASONABLY BELIEVES IS A  QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN  ACCOUNT (OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED  INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT THE RESALE,  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  OR (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE  904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) TO A PERSON  (A) THAT IS AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE  MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE  SECURITIES ACT, IS TAKING DELIVERY OF SUCH NOTE IN AN AMOUNT OF AT  LEAST $100,000 AND DELIVERS A PURCHASER LETTER TO THE INDENTURE  TRUSTEE IN THE FORM ATTACHED TO THE INDENTURE OR (B) THAT IS  TAKING DELIVERY OF SUCH NOTE PURSUANT TO A TRANSACTION THAT IS  OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE  SECURITIES ACT, AS CONFIRMED IN AN OPINION OF COUNSEL ADDRESSED  TO THE INDENTURE TRUSTEE AND THE ISSUER, WHICH COUNSEL AND  OPINION ARE SATISFACTORY TO THE ISSUER AND THE INDENTURE TRUSTEE.         EACH PURCHASER AND TRANSFEREE (AND ITS FIDUCIARY, IF  APPLICABLE) OF A NOTE (OR INTEREST HEREIN) WILL BE DEEMED TO  REPRESENT AND WARRANT THAT EITHER (i) IT IS NOT ACQUIRING AND WILL  NOT HOLD THE NOTE WITH THE PLAN ASSETS OF AN “EMPLOYEE BENEFIT  PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT  INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT                                 Exhibit A-2 – Page 1          737897646 20654080 





 






     TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND   SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS  AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE  “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE  BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY (EACH OF THE  FOREGOING, A “BENEFIT PLAN”) OR ANY OTHER PLAN THAT IS SUBJECT TO  A LAW THAT IS SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE  “SIMILAR LAW”) OR (ii) (A) THE SERIES 2020-1 NOTES ARE RATED  INVESTMENT GRADE OR BETTER BY A NATIONALLY RECOGNIZED  STATISTICAL RATING AGENCY AT THE TIME OF PURCHASE OR TRANSFER  AND HAVE NOT BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR  APPLICABLE LOCAL LAW PURPOSES AND (B) THE ACQUISITION, HOLDING  AND DISPOSITION OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT  PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF  THE CODE OR A VIOLATION OF ANY SIMILAR LAW.         EACH INVESTOR PURCHASING THIS NOTE IN RELIANCE UPON  REGULATION S OF THE SECURITIES ACT UNDERSTANDS THAT THE NOTES  HAVE NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF  1933, AS AMENDED (THE “SECURITIES ACT”), THAT ANY OFFERS, SALES OR  DELIVERIES OF THE NOTES PURCHASED BY IT IN THE UNITED STATES OR TO  U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)  PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (i) THE  COMMENCEMENT OF THE DISTRIBUTION OF THE NOTES AND (ii) THE  CLOSING DATE, MAY CONSTITUTE A VIOLATION OF UNITED STATES LAW,  AND THAT DISTRIBUTIONS OF PRINCIPAL AND INTEREST WILL BE MADE IN  RESPECT OF SUCH NOTES ONLY FOLLOWING THE DELIVERY BY THE   HOLDER OF A CERTIFICATION OF NON-U.S. BENEFICIAL OWNERSHIP OR THE   EXCHANGE OF BENEFICIAL INTEREST IN REGULATION S TEMPORARY   GLOBAL NOTES FOR BENEFICIAL INTERESTS IN THE RELATED   UNRESTRICTED BOOK ENTRY NOTES (WHICH IN EACH CASE WILL ITSELF   REQUIRE A CERTIFICATION OF NON-U.S. BENEFICIAL OWNERSHIP), AT THE   TIMES AND IN THE MANNER SET FORTH IN THE INDENTURE.          THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY   GOVERNMENTAL AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.                                   Exhibit A-2 – Page 2          737897646 20654080 





 






   TRITON CONTAINER FINANCE VIII LLC FIXED RATE ASSET-BACKED NOTE, SERIES                            2020-1, [CLASS A][CLASS B]   $[XX]  CUSIP No.: _____________     No. 1   _____________ ___, 20___          KNOW ALL PERSONS BY THESE PRESENTS that TRITON CONTAINER  FINANCE VIII LLC, a limited liability company organized under the laws of Delaware (the  “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, at the  principal corporate trust office of the Indenture Trustee named below, (i) the principal sum of up  to XX Dollars ($xx.00), which sum shall be payable on the dates and in the amounts set forth in  the Indenture, dated as of September 21, 2020 (as amended, restated or otherwise modified from  time to time, the “Indenture”) and the Series 2020-1 Supplement, dated as of September 21, 2020  (as amended, restated or otherwise modified from time to time, the “Series 2020-1 Supplement”),  each between the Issuer and Wilmington Trust, National Association as indenture trustee (the  “Indenture Trustee”), and (ii) interest on the outstanding principal amount of this Note on the  dates and in the amounts set forth in the Indenture and the Series 2020-1 Supplement.   Capitalized terms not otherwise defined herein will have the meaning set forth in the Indenture  and the Series 2020-1 Supplement.         Payment of the principal of and interest on this Note shall be made in lawful money of  the United States of America which at the time of payment is legal tender for payment of public  and private debts.  The principal balance of, and interest on this Note is payable at the times and  in the amounts set forth in the Indenture and the Series 2020-1 Supplement by wire transfer of  immediately available funds to the account designated by the Holder of record on the  immediately preceding Record Date.         This Note is one of the authorized Series 2020-1 Notes identified in the title hereto and  issued in the aggregate principal amount of up to [ ] Million Dollars ($[ ],000,000) pursuant to  the Indenture and the Series 2020-1 Supplement.         The Notes shall be an obligation of the Issuer and shall be secured by the Series 2020-1  Collateral, all as defined in, and subject to limitations set forth in, the Indenture and the Series  2020-1 Supplement.         This Note is transferable as provided in the Indenture and the Series 2020-1 Supplement,  subject to certain limitations therein contained, only upon the books for registration and transfer  kept by the Indenture Trustee, and only upon surrender of this Note for transfer to the Indenture  Trustee duly endorsed by, or accompanied by a written instrument of transfer in form reasonably  satisfactory to the Indenture Trustee duly executed by, the registered Holder hereof or his  attorney duly authorized in writing.  The Indenture Trustee or the Issuer may require payment by  the Holder of a sum sufficient to cover any tax expense or other governmental charge payable in  connection with any transfer or exchange of the Notes.         The Issuer, the Indenture Trustee and any other agent of the Issuer shall treat the Person  in whose name this Note is registered as the absolute owner hereof for all purposes, and neither  the Issuer, the Indenture Trustee, nor any other such agent shall be affected by notice to the  contrary.                                Exhibit A-2 – Page 3        737897646 20654080 





 






         The Notes are subject to Prepayment, at the times and subject to the conditions set forth  in the Indenture and the Series 2020-1 Supplement.         If an Event of Default shall occur and be continuing, the principal of and accrued interest  on this Note may be declared to be due and payable in the manner and with the effect provided in  the Indenture and the Series 2020-1 Supplement.         The Indenture permits, with certain exceptions as therein provided, the issuance of  supplemental indentures with the consent of the Requisite Global Majority, in certain specifically  described instances.  Any consent given by the Requisite Global Majority shall be conclusive  and binding upon the Holder of this Note and on all future holders of this Note and of any Note  issued in lieu hereof whether or not notation of such consent is made upon this Note.   Supplements and amendments to the Indenture and the Series 2020-1 Supplement may be made  only to the extent and in circumstances permitted by the Indenture and the Series 2020-1  Supplement.         The Holder of this Note shall have no right to enforce the provisions of the Indenture and  the Series 2020-1 Supplement or to institute action to enforce the covenants, or to take any action  with respect to a default under the Indenture and the Series 2020-1 Supplement, or to institute,  appear in or defend any suit or other proceedings with respect thereto, except as provided under  certain circumstances described in the Indenture and the Series 2020-1 Supplement; provided,  however, that nothing contained in the Indenture and the Series 2020-1 Supplement shall affect  or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the  principal of and interest on this Note on or after the due date thereof; provided further, however,  that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not  institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or  liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at  any time other than at such time as permitted by Section 1210 of the Indenture and the Series  2020-1 Supplement.         Each purchaser and transferee of a Series 2020-1 Note will be deemed to represent and  warrant that either (i) it is not acquiring and will not hold the Series 2020-1 Note with the plan  assets of an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement  Income Security Act of 1974, as amended (“ERISA”), which is subject to the provisions of Title  I of ERISA, a “plan” described in and subject to Section 4975 of the Internal Revenue Code of  1986, as amended (the “Code”), an entity whose underlying assets include “plan assets” of any  of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity, or  any other plan that is subject to a law that is similar to Title I of ERISA or Section 4975 of the  Code (“Similar Law”) or (ii) (a) the Series 2020-1 Notes are rated investment grade or better by  a nationally recognized statistical rating agency at the time of purchase or transfer and have not  been characterized as other than indebtedness for applicable local law purposes and (b) the  acquisition, holding and disposition of the Series 2020-1 Note will not give rise to a non-exempt  prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a violation of  any Similar Law.         Each Holder of a Series 2020-1 Note (i) agrees to treat this Series 2020-1 Note for United  States federal, state and local income, single business and franchise tax purposes as indebtedness,                                Exhibit A-2 – Page 4        737897646 20654080 





 






   (ii) agrees that the duties of the Transition Agent are not to be construed as a replacement  Manager, (iii) agrees that the Series 2020-1 Note shall not have any interest in any Series  Account of any other Series and (iv) ratifies and confirms the terms of the Indenture and the  other Series 2020-1 Transaction Documents.         This Note, and the rights and obligations of the parties hereunder, shall be governed by,  and construed and interpreted in accordance with, the laws of the State of New York without  giving effect to principles of conflict of laws.         All terms and provisions of the Indenture and the Series 2020-1 Supplement are herein  incorporated by reference as if set forth herein in their entirety.  To the extent any provision of  this Note conflicts or is inconsistent with the provisions of the Indenture or the Series 2020-1  Supplement, the provisions of the Indenture and/or Series 2020-1 Supplement, as applicable,  shall govern and be controlling.         IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions  and things required to exist, happen and be performed precedent to the execution and delivery of  the Indenture and the Series 2020-1 Supplement and the issuance of this Note and the issue of  which it is a part, do exist, have happened and have been timely performed in regular form and  manner as required by law.         Unless the certificate of authentication hereon has been executed by the Indenture Trustee  by manual signature of one of its authorized officers, this Note shall not be entitled to any benefit  under the Indenture and the Series 2020-1 Supplement, or be valid or obligatory for any purpose.                                     Exhibit A-2 – Page 5        737897646 20654080 





 






           IN WITNESS WHEREOF, TRITON CONTAINER FINANCE VIII LLC has caused  this Note to be duly executed by its duly authorized representative, on this ____ day of  ______________, 20___.                                       TRITON CONTAINER FINANCE VIII LLC                                          By: Triton Container International Limited,                                              its Manager                                          By: _______________________________________                                      Its:         This Note is one of the Notes described in the within-mentioned Indenture and the Series  2020-1 Supplement.   WILMINGTON TRUST, NATIONAL   ASSOCIATION, as Indenture Trustee      By:                                    Its:                                      Exhibit A-2 – Page 6        737897646 20654080 





 






                                      EXHIBIT A-3                 FORM OF PERMANENT REGULATION S GLOBAL NOTE         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK   CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE   “TRANSFEROR”) OR ITS AGENT FOR REGISTRATION OF TRANSFER,   EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE   NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN   AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO   CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN   AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR THE   USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS   WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,   HAS AN INTEREST HEREIN.          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES   ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF,   BY PURCHASING THIS NOTE, AGREES THAT SUCH NOTE MAY BE  RESOLD,  PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE  STATE SECURITIES LAWS AND (1) IN A TRANSACTION MEETING THE  REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),  TO A PERSON THAT THE TRANSFEROR REASONABLY BELIEVES IS A  QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN  ACCOUNT (OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED  INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT THE RESALE,  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  OR (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE  904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) TO A PERSON  (A) THAT IS AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE  MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE  SECURITIES ACT, IS TAKING DELIVERY OF SUCH NOTE IN AN AMOUNT OF AT  LEAST $100,000 AND DELIVERS A PURCHASER LETTER TO THE INDENTURE  TRUSTEE IN THE FORM ATTACHED TO THE INDENTURE OR (B) THAT IS  TAKING DELIVERY OF SUCH NOTE PURSUANT TO A TRANSACTION THAT IS  OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE  SECURITIES ACT, AS CONFIRMED IN AN OPINION OF COUNSEL ADDRESSED  TO THE INDENTURE TRUSTEE AND THE ISSUER, WHICH COUNSEL AND  OPINION ARE SATISFACTORY TO THE ISSUER AND THE INDENTURE TRUSTEE.         EACH PURCHASER AND TRANSFEREE (AND ITS FIDUCIARY, IF  APPLICABLE) OF A NOTE (OR INTEREST HEREIN) WILL BE DEEMED TO  REPRESENT AND WARRANT THAT EITHER (i) IT IS NOT ACQUIRING AND WILL  NOT HOLD THE NOTE WITH THE PLAN ASSETS OF AN “EMPLOYEE BENEFIT  PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT  INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT                                 Exhibit A-3 – Page 1          737897646 20654080 





 






     TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND   SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS  AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE  “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE  BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY (EACH OF THE  FOREGOING, A “BENEFIT PLAN”) OR ANY OTHER PLAN THAT IS SUBJECT TO  A LAW THAT IS SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE  (“SIMILAR LAW”) OR (ii) (A) THE SERIES 2020-1 NOTES ARE RATED  INVESTMENT GRADE OR BETTER BY A NATIONALLY RECOGNIZED  STATISTICAL RATING AGENCY AT THE TIME OF PURCHASE OR TRANSFER  AND HAVE NOT BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR  APPLICABLE LOCAL LAW PURPOSES AND (B) THE ACQUISITION, HOLDING  AND DISPOSITION OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT  PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF  THE CODE OR A VIOLATION OF ANY SIMILAR LAW.         EACH INVESTOR PURCHASING THIS NOTE IN RELIANCE UPON  REGULATION S OF THE SECURITIES ACT UNDERSTANDS THAT THE NOTES  HAVE NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF  1933, AS AMENDED (THE “SECURITIES ACT”), THAT ANY OFFERS, SALES OR  DELIVERIES OF THE NOTES PURCHASED BY IT IN THE UNITED STATES OR TO  U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)  PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (i) THE  COMMENCEMENT OF THE DISTRIBUTION OF THE NOTES AND (ii) THE  CLOSING DATE, MAY CONSTITUTE A VIOLATION OF UNITED STATES LAW,  AND THAT DISTRIBUTIONS OF PRINCIPAL AND INTEREST WILL BE MADE IN  RESPECT OF SUCH NOTES ONLY FOLLOWING THE DELIVERY BY THE   HOLDER OF A CERTIFICATION OF NON-U.S. BENEFICIAL OWNERSHIP OR THE   EXCHANGE OF BENEFICIAL INTEREST IN REGULATION S TEMPORARY   GLOBAL NOTES FOR BENEFICIAL INTERESTS IN THE RELATED   UNRESTRICTED BOOK ENTRY NOTES (WHICH IN EACH CASE WILL ITSELF   REQUIRE A CERTIFICATION OF NON-U.S. BENEFICIAL OWNERSHIP), AT THE   TIMES AND IN THE MANNER SET FORTH IN THE INDENTURE.          THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY   GOVERNMENTAL AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.                                   Exhibit A-3 – Page 2          737897646 20654080 





 






   TRITON CONTAINER FINANCE VIII LLC FIXED RATE ASSET-BACKED NOTE, SERIES                            2020-1, [CLASS A][CLASS B]   $[XX]  CUSIP No.: _____________     No. 1   _____________ ___, 20___          KNOW ALL PERSONS BY THESE PRESENTS that TRITON CONTAINER  FINANCE VIII LLC, a limited liability company organized under the laws of Delaware (the  “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, at the  principal corporate trust office of the Indenture Trustee named below, (i) the principal sum of up  to XX Dollars ($xx.00), which sum shall be payable on the dates and in the amounts set forth in  the Indenture, dated as of September 21, 2020 (as amended, restated or otherwise modified from  time to time, the “Indenture”) and the Series 2020-1 Supplement, dated as of September 21, 2020  (as amended, restated or otherwise modified from time to time, the “Series 2020-1 Supplement”),  each between the Issuer and Wilmington Trust, National Association as indenture trustee (the  “Indenture Trustee”), and (ii) interest on the outstanding principal amount of this Note on the  dates and in the amounts set forth in the Indenture and the Series 2020-1 Supplement.   Capitalized terms not otherwise defined herein will have the meaning set forth in the Indenture  and the Series 2020-1 Supplement.         Payment of the principal of and interest on this Note shall be made in lawful money of  the United States of America which at the time of payment is legal tender for payment of public  and private debts.  The principal balance of, and interest on this Note is payable at the times and  in the amounts set forth in the Indenture and the Series 2020-1 Supplement by wire transfer of  immediately available funds to the account designated by the Holder of record on the  immediately preceding Record Date.         This Note is one of the authorized Series 2020-1 Notes identified in the title hereto and  issued in the aggregate principal amount of up to [         ] ($[      ]) pursuant to the Indenture and  the Series 2020-1 Supplement.         The Notes shall be an obligation of the Issuer and shall be secured by the Series 2020-1  Collateral, all as defined in, and subject to limitations set forth in, the Indenture and the Series  2020-1 Supplement.         This Note is transferable as provided in the Indenture and the Series 2020-1 Supplement,  subject to certain limitations therein contained, only upon the books for registration and transfer  kept by the Indenture Trustee, and only upon surrender of this Note for transfer to the Indenture  Trustee duly endorsed by, or accompanied by a written instrument of transfer in form reasonably  satisfactory to the Indenture Trustee duly executed by, the registered Holder hereof or his  attorney duly authorized in writing.  The Indenture Trustee or the Issuer may require payment by  the Holder of a sum sufficient to cover any tax expense or other governmental charge payable in  connection with any transfer or exchange of the Notes.         The Issuer, the Indenture Trustee and any other agent of the Issuer shall treat the Person  in whose name this Note is registered as the absolute owner hereof for all purposes, and neither  the Issuer, the Indenture Trustee, nor any other such agent shall be affected by notice to the  contrary.                                Exhibit A-3 – Page 3        737897646 20654080 





 






         The Notes are subject to Prepayment, at the times and subject to the conditions set forth  in the Indenture and the Series 2020-1 Supplement.         If an Event of Default shall occur and be continuing, the principal of and accrued interest  on this Note may be declared to be due and payable in the manner and with the effect provided in  the Indenture and the Series 2020-1 Supplement.         The Indenture permits, with certain exceptions as therein provided, the issuance of  supplemental indentures with the consent of the Requisite Global Majority, in certain specifically  described instances.  Any consent given by the Requisite Global Majority shall be conclusive  and binding upon the Holder of this Note and on all future holders of this Note and of any Note  issued in lieu hereof whether or not notation of such consent is made upon this Note.   Supplements and amendments to the Indenture and the Series 2020-1 Supplement may be made  only to the extent and in circumstances permitted by the Indenture and the Series 2020-1  Supplement.         The Holder of this Note shall have no right to enforce the provisions of the Indenture and  the Series 2020-1 Supplement or to institute action to enforce the covenants, or to take any action  with respect to a default under the Indenture and the Series 2020-1 Supplement, or to institute,  appear in or defend any suit or other proceedings with respect thereto, except as provided under  certain circumstances described in the Indenture and the Series 2020-1 Supplement; provided,  however, that nothing contained in the Indenture and the Series 2020-1 Supplement shall affect  or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the  principal of and interest on this Note on or after the due date thereof; provided further, however,  that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not  institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or  liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at  any time other than at such time as permitted by Section 1210 of the Indenture and the Series  2020-1 Supplement.         Each purchaser and transferee of a Series 2020-1 Note will be deemed to represent and  warrant that either (i) it is not acquiring and will not hold the Series 2020-1 Note with the plan  assets of an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement  Income Security Act of 1974, as amended (“ERISA”), which is subject to the provisions of Title  I of ERISA, a “plan” described in and subject to Section 4975 of the Internal Revenue Code of  1986, as amended (the “Code”), an entity whose underlying assets include “plan assets” of any  of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity, or  any other plan that is subject to a law that is similar to Title I of ERISA or Section 4975 of the  Code (“Similar Law”) or (ii) (a) the Series 2020-1 Notes are rated investment grade or better by  a nationally recognized statistical rating agency at the time of purchase or transfer and have not  been characterized as other than indebtedness for applicable local law purposes and (b) the  acquisition, holding and disposition of the Series 2020-1 Note will not give rise to a non-exempt  prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a violation of  any Similar Law.           Each Holder of a Series 2020-1 Note (i) agrees to treat this Series 2020-1 Note for United  States federal, state and local income, single business and franchise tax purposes as indebtedness,                                Exhibit A-3 – Page 4        737897646 20654080 





 






   (ii) agrees that the duties of the Transition Agent are not to be construed as a replacement  Manager, (iii) agrees that the Series 2020-1 Note shall not have any interest in any Series  Account of any other Series and (iv) ratifies and confirms the terms of the Indenture and the  other Series 2020-1 Transaction Documents.         This Note, and the rights and obligations of the parties hereunder, shall be governed by,  and construed and interpreted in accordance with, the laws of the State of New York without  giving effect to principles of conflict of laws.         All terms and provisions of the Indenture and the Series 2020-1 Supplement are herein  incorporated by reference as if set forth herein in their entirety.  To the extent any provision of  this Note conflicts or is inconsistent with the provisions of the Indenture or the Series 2020-1  Supplement, the provisions of the Indenture and/or Series 2020-1 Supplement, as applicable,  shall govern and be controlling.         IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions  and things required to exist, happen and be performed precedent to the execution and delivery of  the Indenture and the Series 2020-1 Supplement and the issuance of this Note and the issue of  which it is a part, do exist, have happened and have been timely performed in regular form and  manner as required by law.         Unless the certificate of authentication hereon has been executed by the Indenture Trustee  by manual signature of one of its authorized officers, this Note shall not be entitled to any benefit  under the Indenture and the Series 2020-1 Supplement, or be valid or obligatory for any purpose.                                     Exhibit A-3 – Page 5        737897646 20654080 





 






           IN WITNESS WHEREOF, TRITON CONTAINER FINANCE VIII LLC has caused   this Note to be duly executed by its duly authorized representative, on this __ day of   __________, 20__.                                        TRITON CONTAINER FINANCE VIII LLC                                           By: Triton Container International Limited,                                               its Manager                                           By: _______________________________________                                       Its:          This Note is one of the Notes described in the within-mentioned Indenture and the Series  2020-1 Supplement.   WILMINGTON TRUST, NATIONAL   ASSOCIATION, as Indenture Trustee      By:                                      Its:                                        Exhibit A-3 – Page 6          737897646 20654080 





 






                                      EXHIBIT A-4          FORM OF NOTE ISSUED TO INSTITUTIONAL ACCREDITED INVESTORS         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES  ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF,  BY PURCHASING THIS NOTE, AGREES THAT SUCH NOTE MAY BE  RESOLD,  PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE  STATE SECURITIES LAWS AND (1) IN A TRANSACTION MEETING THE  REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),  TO A PERSON THAT THE TRANSFEROR REASONABLY BELIEVES IS A  QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN  ACCOUNT (OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED  INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT THE RESALE,  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  OR (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE  904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) TO A PERSON  (A) THAT IS AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE  MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE  SECURITIES ACT, IS TAKING DELIVERY OF SUCH NOTE IN AN AMOUNT OF AT  LEAST $100,000 AND DELIVERS A PURCHASER LETTER TO THE INDENTURE  TRUSTEE IN THE FORM ATTACHED TO THE INDENTURE OR (B) THAT IS  TAKING DELIVERY OF SUCH NOTE PURSUANT TO A TRANSACTION THAT IS  OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE  SECURITIES ACT, AS CONFIRMED IN AN OPINION OF COUNSEL ADDRESSED  TO THE INDENTURE TRUSTEE AND THE ISSUER, WHICH COUNSEL AND  OPINION ARE SATISFACTORY TO THE ISSUER AND THE INDENTURE TRUSTEE.         EACH PURCHASER AND TRANSFEREE (AND ITS FIDUCIARY, IF  APPLICABLE) OF A NOTE (OR INTEREST HEREIN) WILL BE DEEMED TO  REPRESENT AND WARRANT THAT EITHER (i) IT IS NOT ACQUIRING AND WILL  NOT HOLD THE NOTE WITH THE PLAN ASSETS OF AN “EMPLOYEE BENEFIT  PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT  INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT  TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND  SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS  AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE  “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE  BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY (EACH OF THE  FOREGOING, A “BENEFIT PLAN”) OR ANY OTHER PLAN THAT IS SUBJECT TO  A LAW THAT IS SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE  (“SIMILAR LAW”) OR (ii) (A) THE SERIES 2020-1 NOTES ARE RATED  INVESTMENT GRADE OR BETTER BY A NATIONALLY RECOGNIZED  STATISTICAL RATING AGENCY AT THE TIME OF PURCHASE OR TRANSFER  AND HAVE NOT BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR  APPLICABLE LOCAL LAW PURPOSES AND (B) THE ACQUISITION, HOLDING  AND DISPOSITION OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT                                 Exhibit A-4 – Page 1          737897646 20654080 





 






   PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF  THE CODE OR A VIOLATION OF ANY SIMILAR LAW.         THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY  GOVERNMENTAL AGENCY OR INSTRUMENTALITY.         [FOR A SERIES 2020-1 NOTE ISSUED WITH ORIGINAL ISSUE DISCOUNT:         THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”)  FOR UNITED STATES FEDERAL INCOME TAX PURPOSES.  THE ISSUE PRICE,  AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THIS NOTE  MAY BE OBTAINED BY WRITING FROM THE INDENTURE TRUSTEE.]                                  Exhibit A-4 – Page 2        737897646 20654080 





 






     TRITON CONTAINER FINANCE VIII LLC FIXED RATE ASSET-BACKED NOTE, SERIES                             2020-1, [CLASS A][CLASS B]    $[XX]  CUSIP No.: _____________     No. 1   _____________ ___, 20___            KNOW ALL PERSONS BY THESE PRESENTS that TRITON CONTAINER   FINANCE VIII LLC, a limited liability company organized under the laws of Delaware (the   “Issuer”), for value received, hereby promises to pay to _______, or registered assigns, at the   principal corporate trust office of the Indenture Trustee named below, (i) the principal sum of up   to XX Dollars ($XX), which sum shall be payable on the dates and in the amounts set forth in the  Indenture, dated as of September 21, 2020 (as amended, restated or otherwise modified from   time to time, the “Indenture”) and the Series 2020-1 Supplement, dated as of September 21, 2020   (as amended, restated or otherwise modified from time to time, the “Series 2020-1 Supplement”),   each between the Issuer and Wilmington Trust, National Association as indenture trustee (the   “Indenture Trustee”), and (ii) interest on the outstanding principal amount of this Note on the   dates and in the amounts set forth in the Indenture and the Series 2020-1 Supplement.    Capitalized terms not otherwise defined herein will have the meaning set forth in the Indenture   and the Series 2020-1 Supplement.          Payment of the principal of and interest on this Note shall be made in lawful money of   the United States of America which at the time of payment is legal tender for payment of public   and private debts.  The principal balance of, and interest on this Note is payable at the times and   in the amounts set forth in the Indenture and the 2020-1 Supplement by wire transfer of   immediately available funds to the account designated by the Holder of record on the   immediately preceding Record Date.          This Note is one of the authorized Series 2020-1 Notes identified in the title hereto and   issued in the aggregate principal amount of up to [      ] Dollars ($[     ]) pursuant to the Indenture   and the Series 2020-1 Supplement.          The Notes shall be an obligation of the Issuer and shall be secured by the Series 2020-1   Collateral, all as defined in, and subject to limitations set forth in, the Indenture and the Series   2020-1 Supplement.          This Note is transferable as provided in the Indenture and the Series 2020-1 Supplement,   subject to certain limitations therein contained, only upon the books for registration and transfer   kept by the Indenture Trustee, and only upon surrender of this Note for transfer to the Indenture   Trustee duly endorsed by, or accompanied by a written instrument of transfer in form reasonably   satisfactory to the Indenture Trustee duly executed by, the registered Holder hereof or his   attorney duly authorized in writing.  The Indenture Trustee or the Issuer may require payment by   the Holder of a sum sufficient to cover any tax expense or other governmental charge payable in   connection with any transfer or exchange of the Notes.          The Issuer, the Indenture Trustee and any other agent of the Issuer shall treat the Person   in whose name this Note is registered as the absolute owner hereof for all purposes, and neither   the Issuer, the Indenture Trustee, nor any other such agent shall be affected by notice to the   contrary.                                 Exhibit A-4 – Page 3          737897646 20654080 





 






         The Notes are subject to Prepayment, at the times and subject to the conditions set forth  in the Indenture and the Series 2020-1 Supplement.         If an Event of Default shall occur and be continuing, the principal of and accrued interest  on this Note may be declared to be due and payable in the manner and with the effect provided in  the Indenture and the Series 2020-1 Supplement.         The Indenture permits, with certain exceptions as therein provided, the issuance of  supplemental indentures with the consent of the Requisite Global Majority, in certain specifically  described instances.  Any consent given by the Requisite Global Majority shall be conclusive  and binding upon the Holder of this Note and on all future holders of this Note and of any Note  issued in lieu hereof whether or not notation of such consent is made upon this Note.   Supplements and amendments to the Indenture and the Series 2020-1 Supplement may be made  only to the extent and in circumstances permitted by the Indenture and the Series 2020-1  Supplement.         The Holder of this Note shall have no right to enforce the provisions of the Indenture and  the Series 2020-1 Supplement or to institute action to enforce the covenants, or to take any action  with respect to a default under the Indenture and the Series 2020-1 Supplement, or to institute,  appear in or defend any suit or other proceedings with respect thereto, except as provided under  certain circumstances described in the Indenture and the Series 2020-1 Supplement; provided,  however, that nothing contained in the Indenture and the Series 2020-1 Supplement shall affect  or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the  principal of and interest on this Note on or after the due date thereof; provided further, however,  that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not  institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or  liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at  any time other than at such time as permitted by Section 1210 of the Indenture and the Series  2020-1 Supplement.         Each purchaser and transferee of a Series 2020-1 Note will be deemed to represent and  warrant that either (i) it is not acquiring and will not hold the Series 2020-1 Note with the plan  assets of an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement  Income Security Act of 1974, as amended (“ERISA”), which is subject to the provisions of Title  I of ERISA, a “plan” described in and subject to Section 4975 of the Internal Revenue Code of  1986, as amended (the “Code”), an entity whose underlying assets include “plan assets” of any  of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity, or  any other plan that is subject to a law that is similar to Title I of ERISA or Section 4975 of the  Code (“Similar Law”) or (ii) (a) the Series 2020-1 Notes are rated investment grade or better by  a nationally recognized statistical rating agency and have not been characterized as other than  indebtedness for applicable local law purposes and (b) the acquisition, holding and disposition of  the Series 2020-1 Note will not give rise to a non-exempt prohibited transaction under  Section 406 of ERISA, Section 4975 of the Code or a violation of any Similar Law. Each Holder  of a Series 2020-1 Note (i) agrees to treat this Series 2020-1 Note for United States federal, state  and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that the  duties of the Transition Agent are not to be construed as a replacement Manager, (iii) agrees that  the Series 2020-1 Note shall not have any interest in any Series Account of any other Series and                                Exhibit A-4 – Page 4        737897646 20654080 





 






   (iv) ratifies and confirms the terms of the Indenture and the other Series 2020-1 Transaction  Documents.         This Note, and the rights and obligations of the parties hereunder, shall be governed by,  and construed and interpreted in accordance with, the laws of the State of New York without  giving effect to principles of conflict of laws.         All terms and provisions of the Indenture and the Series 2020-1 Supplement are herein  incorporated by reference as if set forth herein in their entirety.  To the extent any provision of  this Note conflicts or is inconsistent with the provisions of the Indenture or the Series 2020-1  Supplement, the provisions of the Indenture and/or Series 2020-1 Supplement, as applicable,  shall govern and be controlling.         IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions  and things required to exist, happen and be performed precedent to the execution and delivery of  the Indenture and the Series 2020-1 Supplement and the issuance of this Note and the issue of  which it is a part, do exist, have happened and have been timely performed in regular form and  manner as required by law.         Unless the certificate of authentication hereon has been executed by the Indenture Trustee  by manual signature of one of its authorized officers, this Note shall not be entitled to any benefit  under the Indenture and the Series 2020-1 Supplement, or be valid or obligatory for any purpose.                                     Exhibit A-4 – Page 5        737897646 20654080 





 






         IN WITNESS WHEREOF, TRITON CONTAINER FINANCE VIII LLC has caused  this Note to be duly executed by its duly authorized representative, on this __ day of __________  __, 20__.                                       TRITON CONTAINER FINANCE VIII LLC                                          By: Triton Container International Limited,                                              its Manager                                          By: _______________________________________                                      Its:         This Note is one of the Notes described in the within-mentioned Indenture and the Series  2020-1 Supplement.   WILMINGTON TRUST, NATIONAL   ASSOCIATION, as Indenture Trustee      By:                                    Its:                                      Exhibit A-4 – Page 6        737897646 20654080 





 






                                       EXHIBIT B                FORM OF CERTIFICATE TO BE GIVEN BY NOTEHOLDERS    [Euroclear Bank SA/NV, as operator    of the Euroclear System    1 Boulevard du Roi Albert II    B-1210 Brussels, Belgium]    [Clearstream Banking, société anonyme    f/k/a CedelBank, société anonyme    67 Boulevard Grand-Duchesse Charlotte    L-1331 Luxembourg]    Re:   Fixed Rate Asset-Backed Notes, Series 2020-1 (the “Offered Notes”) issued pursuant to         the Series 2020-1 Supplement, dated as of September 21, 2020, between Triton Container         Finance VIII LLC (the “Issuer”) and Wilmington Trust, National Association (the         “Indenture Trustee”) to the Indenture, dated as of September 21, 2020, between the Issuer         and the Indenture Trustee.          This is to certify that as of the date hereof, and except as set forth below, the beneficial   interest in the Offered Notes held by you for our account is owned by persons that are not U.S.  persons (as defined in Rule 902 under the Securities Act of 1933, as amended).         The undersigned undertakes to advise you promptly by facsimile or other customary   electronic means on or prior to the date on which you intend to submit your certification relating   to the Offered Notes held by you in which the undersigned has acquired, or intends to acquire, a   beneficial interest in accordance with your operating procedures if any applicable statement   herein is not correct on such date.  In the absence of any such notification, it may be assumed   that this certification applies as of such date.          [This certification excepts beneficial interests in and does not relate to U.S. $_________   principal amount of the Offered Notes appearing in your books as being held for our account but   that we have sold or as to which we are not yet able to certify.]          We understand that this certification is required in connection with certain securities laws   in the United States of America.  If administrative or legal proceedings are commenced or   threatened in connection with which this certification is or would be relevant, we irrevocably   authorize you to produce this certification or a copy thereof to any interested party in such   proceedings.    Dated:*                                   By:                               ,                                              Account Holder      *Certification must be dated on or after the 15th day before the date of the Euroclear or   Clearstream certificate to which this certification relates.                                       Exhibit B – Page 1          737897646 20654080 





 






                                       EXHIBIT C        FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR OR CLEARSTREAM    Wilmington Trust, National Association,    as Indenture Trustee and Note Registrar    Rodney Square North   1100 North Market Street   Wilmington, Delaware 19890-1605    Re:   Fixed Rate Asset-Backed Notes, Series 2020-1 (the “Offered Notes”) issued pursuant to         the Series 2020-1 Supplement, dated as of September 21, 2020, between Triton Container         Finance VIII LLC (the “Issuer”) and Wilmington Trust, National Association (the         “Indenture Trustee”) to the Indenture, dated as of September 21, 2020, between the Issuer         and the Indenture Trustee.          This is to certify that, based solely on certifications we have received in writing, by   facsimile or by electronic transmission from member organizations appearing in our records as   persons being entitled to a portion of the principal amount set forth below (our “Member   Organizations”) as of the date hereof, $__________ principal amount of the Offered Notes is   owned by persons (a) that are not U.S. persons (as defined in Rule 902 under the Securities Act   of 1933, as amended (the “Securities Act”)) or (b) who purchased their Offered Notes (or   interests therein) in a transaction or transactions that did not require registration under the   Securities Act.          We further certify (a) that we are not making available herewith for exchange any portion   of the related Temporary Regulation S Book-Entry Note excepted in such certifications and  (b) that as of the date hereof we have not received any notification from any of our Member  Organizations to the effect that the statements made by them with respect to any portion of the  part submitted herewith for exchange are no longer true and cannot be relied upon as of the date  hereof.         We understand that this certification is required in connection with certain securities laws   of the United States of America.  If administrative or legal proceedings are commenced or   threatened in connection with which this certification is or would be relevant, we irrevocably   authorize you to produce this certification or a copy hereof to any interested party in such   proceedings.    Date:  Yours faithfully,                                                                                                                                         By:                                                                             [Euroclear Bank SA/NV, as operator of the                                             Euroclear System] [Clearstream, société                                             anonyme]                                       Exhibit C – Page 1          737897646 20654080 





 






                                       EXHIBIT D    FORM OF CERTIFICATE TO BE GIVEN BY TRANSFEREE OF BENEFICIAL INTEREST                  IN A TEMPORARY REGULATION S GLOBAL NOTE    [Euroclear Bank SA/NV, as operator    of the Euroclear System    1 Boulevard du Roi Albert II    B-1210 Brussels, Belgium]    [Clearstream Banking, société anonyme    f/k/a CedelBank, société anonyme    67 Boulevard Grand-Duchesse Charlotte    L-1331 Luxembourg]    Re:   Fixed Rate Asset-Backed Notes, Series 2020-1 (the “Offered Notes”) issued pursuant to         the Series 2020-1 Supplement, dated as of September 21, 2020, between Triton Container         Finance VIII LLC (the “Issuer”) and Wilmington Trust, National Association (the         “Indenture Trustee”) to the Indenture, dated as of September 21, 2020, between the Issuer         and the Indenture Trustee.          This is to certify that as of the date hereof, and except as set forth below, for purposes of   acquiring a beneficial interest in the Offered Notes, the undersigned certifies that it is not a U.S.  person (as defined in Rule 902 under the Securities Act of 1933, as amended).         The undersigned undertakes to advise you promptly by facsimile or other customary   electronic means on or prior to the date on which you intend to submit your certification relating   to the Offered Notes held by you in which the undersigned intends to acquire a beneficial interest   in accordance with your operating procedures if any applicable statement herein is not correct on   such date.  In the absence of any such notification, it may be assumed that this certification   applies as of such date.          We understand that this certification is required in connection with certain securities laws   in the United States of America.  If administrative or legal proceedings are commenced or   threatened in connection with which this certification is or would be relevant, we irrevocably   authorize you to produce this certification or a copy thereof to any interested party in such   proceedings.    Dated:  By:                                         Exhibit D – Page 1          737897646 20654080 





 






                                       EXHIBIT E      FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER FROM 144A                           NOTE TO REGULATION S NOTE   Wilmington Trust, National Association,   as Indenture Trustee and Note Registrar   Rodney Square North  1100 North Market Street  Wilmington, Delaware 19890-1605   Re:    Fixed Rate Asset-Backed Notes, Series 2020-1 (the “Offered Notes”) issued pursuant to         the Series 2020-1 Supplement, dated as of September 21, 2020, between Triton Container         Finance VIII LLC (the “Issuer”) and Wilmington Trust, National Association (the         “Indenture Trustee”) to the Indenture, dated as of September 21, 2020 (as amended or         supplemented, the “Indenture”), between the Issuer and the Indenture Trustee.          Capitalized terms used but not defined herein shall have the meanings given to them in   the Indenture.          This letter relates to U.S. $___________ principal amount of Offered Notes that are held   as a beneficial interest in the 144A Book-Entry Note (CUSIP No. _______) with DTC in the   name of [insert name of transferor] (the “Transferor”).  The Transferor has requested an   exchange or transfer of the beneficial interest for an interest in the Regulation S Book-Entry   Note (CUSIP No. _______) to be held with [Euroclear] [Clearstream] through DTC.          In connection with the request and in receipt of the Offered Notes, the Transferor does   hereby certify that the exchange or transfer has been effected in accordance with the transfer   restrictions set forth in the Indenture and the Offered Notes and:          (a)   pursuant to and in accordance with Regulation S under the Securities Act of 1933,   as amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:                (i)  the offer of the Offered Notes was not made to a person in the United   States of America,                (ii)  either (A) at the time the buy order was originated, the transferee was   outside the United States of America or the Transferor and any person acting on its behalf  reasonably believed that the transferee was outside the United States of America, or (B) the  transaction was executed in, on or through the facilities of a designated offshore securities  market and neither the Transferor nor any person acting on its behalf knows that the transaction  was pre-arranged with a buyer in the United States of America,               (iii)  no directed selling efforts have been made in contravention of the  requirements of Rule 903 or 904 of Regulation S, as applicable, and the other conditions of Rule  903 or Rule 904 of Regulation S, as applicable, have been satisfied and (iv)  the  transaction  is not part of a plan or scheme to evade the registration requirements of the Securities Act, and                                   Exhibit E – Page 1          737897646 20654080 





 






         (b)   with respect to transfers made in reliance on Rule 144A under the Securities Act,  the Transferor does hereby certify that the Notes are being transferred in a transaction permitted  by Rule 144A under the Securities Act.         This certification and the statements contained herein are made for your benefit, the  benefit of the Issuer, and the benefit of [_____] as the Initial Purchaser.                               [Insert name of Transferor]   Dated:                                    By:    Title:                                                                         Exhibit E – Page 2        737897646 20654080 





 






                                       EXHIBIT F               FORM OF INITIAL PURCHASER EXCHANGE INSTRUCTIONS    Depository Trust Company    55 Water Street, 50th Floor    New York, New York 10041     Re:   Fixed Rate Asset-Backed Notes, Series 2020-1 (the “Offered Notes”) issued pursuant to         the Series 2020-1 Supplement, dated as of September 21, 2020, between Triton Container         Finance VIII LLC (the “Issuer”) and Wilmington Trust, National Association (the         “Indenture Trustee”) to the Indenture, dated as of September 21, 2020, between the Issuer         and the Indenture Trustee.          Pursuant to Section 206(c) of the Series 2020-1 Supplement, [_____] (the “Initial   Purchaser”) hereby requests that $[  ],000,000 aggregate principal amount of the Offered Notes   held by you for our account and represented by the Temporary Regulation S Book-Entry Note   (CUSIP No. ________) (as defined in the Series 2020-1 Supplement) be exchanged for an equal  principal amount represented by the 144A Book-Entry Note (CUSIP No. _________) to be held  by you for our account.   Dated:                                        [________________],    as the Initial Purchaser          By:                                          Title:                                         Exhibit F – Page 1          737897646 20654080 





 






                                       EXHIBIT G     ADDITIONAL DEFINITIONS USED IN CALCULATION OF SERIES 2020-1 MANAGER             DEFAULTS AND SERIES 2020-1 BACK-UP MANAGER EVENTS          “Capitalized Lease” means any lease obligation for Rentals which is required to be   capitalized on the balance sheet of the lessee in accordance with GAAP.          “Capitalized Rentals” means, as of the date of any determination thereof, the amount at   which the aggregate Rentals due and to become due under all Capitalized Leases under which   the Manager or any Restricted Subsidiary is a lessee would be reflected as a liability on a   consolidated balance sheet of the Manager and its Restricted Subsidiaries.          “Consolidated Tangible Net Worth” means, as of the date of any determination thereof,   the consolidated stockholders’ equity of the Manager and its Restricted Subsidiaries, as  determined in accordance with GAAP (excluding any non-cash gain or loss on any interest rate  protection agreement or similar hedging agreement resulting from the requirements of Financial  Accounting Standard No. 133 or any similar accounting standard), plus all outstanding preferred   stock of the Manager and accrued but unpaid dividends thereon, less the sum, without   duplication, of (a) all Intangible Assets of the Manager and its Restricted Subsidiaries and   (b) Restricted Investments.          “Container Equipment” shall have the meaning set forth in the TCIL Credit Agreement.          “Current Debt” means, with respect to any Person as of the date of any determination, (a)   all Indebtedness of such Person for money borrowed or that has been incurred in connection with   the acquisition of assets, in each case other than Funded Debt, and (b) all Guarantee Liabilities of  such Person with respect to Indebtedness of other Persons of the types described in clause (a).         “Finance Lease” means any Lease (but in no event a sublease) of container equipment   which provides revenue to the Manager and with respect to which the related container   equipment is not included as an asset on the books of the Manager in accordance with GAAP.          “Funded Debt” of any Person means, without duplication, (a) all Funded Indebtedness,   (b) all Capitalized Rentals, (c) all Guarantee Liabilities relating to Funded Debt of others, (d) all   Guarantee Liabilities relating to the obligations of Unrestricted Subsidiaries and (e) the present   value of all Long Term Lease obligations (such present value to be calculated using a discount   rate equal to the sum of (i) the “Alternate Base Rate” then in effect under the TCIL Credit   Agreement plus (ii) 1.00%).          “Funded Debt Ratio” means the ratio of Total Debt to an amount equal to the sum of   (x) Consolidated Tangible Net Worth plus (y) the Manager’s deferred income related to sales of   Container Equipment to Subsidiaries as recorded on the Manager’s balance sheet (determined in   accordance with GAAP consistently applied).          “Funded Indebtedness” means, as of any date, Indebtedness that matures more than one   year after such date or which is renewable, extendible or refundable at the option of the obligor                                   Exhibit G – Page 1          737897646 20654080 





 






     for a period or periods of more than one year after such date, but shall not include any portion of  the principal of any such Indebtedness that is payable within one year after such date.          “GAAP” means generally accepted accounting principles in the United States set forth in   the opinions and pronouncements of the Accounting Principles Board and the American Institute   of Certified Public Accountants and statements and pronouncements of the Financial Accounting   Standards Board or such other principles as may be approved by a significant segment of the   accounting profession in the United States, that are applicable to the circumstances as of the date   of determination, consistently applied.          “Guarantee Liability” of any Person means any agreement, undertaking or arrangement   by which such Person guarantees, endorses or otherwise becomes or is contingently liable upon   (by direct or indirect agreement, contingent or otherwise, to provide funds for payment by, to   supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss)   the indebtedness, obligation or any other liability of any other Person (other than by   endorsements of instruments in the course of collection), or guarantees the payment of dividends   or other distributions upon the shares of any other Person. The amount of any Person’s obligation   in respect of any Guarantee Liability shall (subject to any limitation set forth therein) be deemed   to be the outstanding principal amount (or maximum principal amount, if larger) of the debt,   obligation or other liability guaranteed thereby.          “Indebtedness” with respect to any Person without duplication, means all obligations of   such Person which in accordance with GAAP shall be classified upon the balance sheet of such   Person as liabilities of such Person, and in any event shall include all (a) obligations of such   Person for borrowed money or which have been incurred in connection with the acquisition of   property or assets, (b) obligations secured by any Lien upon property or assets owned by such   Person, even though such Person has not assumed or become liable for the payment of such   obligations, (c) obligations created or arising under any conditional sale or other title retention   agreement with respect to property acquired by such Person, notwithstanding the fact that the   rights and remedies of the seller, lender or lessor under such agreement in the event of default are   limited to repossession or sale of property, (d) Capitalized Rentals, (e) obligations of such Person   evidenced by bonds, debentures, notes or similar instruments, (f) obligations of such Person upon   which interest charges are customarily paid, (g) obligations of such Person issued or assumed as   the deferred purchase price of property or services and (h) obligations of such Person, actual or   contingent, as an account party in respect of letters of credit and bankers’ acceptances (other than   any such obligations in respect of undrawn amounts under letters of credit in respect of trade   payables); provided that trade payables, deferred rental income, repair service provision, deferred   taxes, taxes payable, payroll expenses and other accrued expenses incurred in the ordinary course   of business shall not constitute Indebtedness.          “Intangible Assets” means, with respect to any Person, all intangible assets of such   Person and shall include unamortized debt discount and expense, unamortized deferred charges   and goodwill.          “Investment” means any investment, made in cash or by delivery of any kind of property   or asset, in any Person, whether by acquisition of shares of stock or similar interest, Indebtedness  or other obligation or security, or by loan, advance or capital contribution, or otherwise; provided                                  Exhibit G – Page 2          737897646 20654080 





 






     that notwithstanding the foregoing, for purposes of calculating the financial covenants under the   Management Agreement and this Supplement, Finance Leases are not considered “Investments”.          “Lien” means any mortgage, pledge, hypothecation, judgment lien or similar legal   process, title retention lien, or other lien or security interest, including the interest of a vendor   under any conditional sale or other title retention agreement and the interest of a lessor under any  Capitalized Lease.         “Long Term Lease” means any lease of real or personal property (other than a   Capitalized Lease) having an original term, including any period for which the lease may be  renewed or extended at the option of the lessor, of five years or more.         “Permitted Investments” means (a) Investments in direct United States government or   United States agency obligations, (b) Investments in corporate obligations of “AA” quality or   better maturing within one year, (c) Investments in certificates of deposit issued by any United   States commercial bank, the United States branch of any foreign bank, any United Kingdom   commercial bank, HSBC Bank of Bermuda Limited or Bank of N.T. Butterfield & Son Limited,   in each case so long as such bank has capital and surplus of not less than the equivalent of   $50,000,000, (d) preferred stock Investments rated “AA” or better, (e) Investments in any state,   local or municipal obligations rated “AA” or better or (f) Investments in money market funds   that are listed on the National Association of Insurance Commissioners Class 1 list.         “Person” means an individual, partnership, corporation, limited liability company, trust,   joint venture, joint stock company, association, unincorporated organization, government or   agency or political subdivision thereof or other entity.          “Rentals” means all fixed rents (including as such all payments which the lessee is   obligated to make to the lessor on termination of the lease or surrender of the property) payable   by the Manager or a Restricted Subsidiary, as lessee or sublessee under a lease of real or personal   property, but shall be exclusive of any amounts required to be paid by the Manager or a   Restricted Subsidiary (whether or not designated as rents or additional rents) on account of   maintenance, utilities, repairs, insurance, taxes and similar charges. Fixed rents under any so-  called “percentage lease” shall be computed solely on the basis of the minimum rents, if any,   required to be paid by the lessee, regardless of sales volume or gross revenues.          “Restricted Investments” means the total of (a) the amount of the Manager’s Investments   in any Unrestricted Subsidiary as shown on the most recent consolidating balance sheet of the   Manager, excluding, for purposes of determining the amount of any Investment in any Person,   any non-cash gain or loss on any interest rate protection agreement or any similar hedging   agreement entered into by such Person resulting from the requirements of Financial Accounting   Standard No. 133 or any similar accounting standard, plus (b) the excess, if any, of the amount of   all other Investments of the Manager as shown on such balance sheet (other than Permitted   Investments) over 25% of then current Consolidated Tangible Net Worth.  For purposes of   clause (b) above, the original amount of any Investment in a general partnership interest in any   general or limited partnership shall be deemed to be the aggregate amount of such partnership’s   actual and contingent liabilities, as determined in accordance with GAAP.                                   Exhibit G – Page 3          737897646 20654080 





 






           “Restricted Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary.          “Senior Funded Debt” means Funded Debt of the Manager and its Restricted Subsidiaries   (determined on a consolidated basis eliminating intercompany items), excluding all Subordinated   Funded Debt.          “Subordinated Funded Debt” means of any Person means all unsecured Funded Debt of   such Person and its Restricted Subsidiaries which shall contain or have applicable thereto   subordination provisions which are typically contained in subordinated debt agreements.          “Subsidiary” means any Person of which or in which the Manager and its other   Subsidiaries own directly or indirectly 50% or more of (a) the combined voting power of all   classes of stock having general voting power under ordinary circumstances to elect a majority of   the board of directors of a Person which is a corporation, (b) the capital, membership or profits   interest of a Person which is a limited liability company, partnership, joint venture or similar   entity, or (c) the beneficial interest of a Person which is a trust, association or other   unincorporated organization.          “TAL Group” means, collectively, TAL International Group, Inc., a Delaware   corporation, and each of its Subsidiaries (including, as of the Series 2020-1 Closing Date, TAL  International Container Corporation, a Delaware corporation, TAL Finance III LLC, a Delaware  limited liability company, TAL Advantage V LLC, a Delaware limited liability company, TAL  Advantage VI LLC, a Delaware limited liability company, and TAL Advantage VII LLC, a  Delaware limited liability company.).         “TCIL Credit Agreement” means that certain Tenth Restated and Amended Credit   Agreement, dated as of May 16, 2019, among the Manager, as borrower, the lenders from time to   time party thereto and Bank of America, N.A., as administrative agent and an issuer thereunder,   and any revolving credit facility that may be entered into from time to time as a replacement for   such Credit Agreement; in each case, as the same may be amended, restated, supplemented,   waived or otherwise modified from time to time in accordance with its terms.          “Total Debt” means the sum of (a) Total Senior Debt plus (b) Subordinated Funded Debt.          “Total Senior Debt” means the sum of (a) Senior Funded Debt plus (b) all Current Debt   of the Manager and its Restricted Subsidiaries.          “Unrestricted Subsidiary” means any Subsidiary that is designated by the Manager as an   “Unrestricted Subsidiary” in accordance with the procedures set forth in the TCIL Credit   Agreement.                                    Exhibit G – Page 4          737897646 20654080 





 






                                       EXHIBIT H                                INVESTMENT LETTER                             (Transfers pursuant to Rule 144A)          FOR VALUE RECEIVED the undersigned registered Noteholder (the “Seller”) hereby  sell(s), assign(s) and transfer(s) unto (please print or type name and address including postal zip  code of assignee):         _______________________________________________________ (The “Purchaser”),  Taxpayer Identification No. _______________________, [$_______________ of] [Series _____  Asset Backed Note bearing number __________________] (the “Note”) and all rights  thereunder, hereby irrevocably constituting and appointing ___________________ attorney to  transfer the Note on the books of the Issuer with full power of substitution in the premises.         1.     In connection with such transfer and in accordance with Section 205 of the  Indenture (as amended or supplemented from time to time as permitted thereby, the  “Indenture”), dated as of September 21, 2020 between Triton Container Finance VIII LLC (the  “Issuer”) and Wilmington Trust, National Association (the “Indenture Trustee”), the Seller  hereby certifies the following facts to the Issuer and the Indenture Trustee: Neither the Seller nor  anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of  the Note, any interest in the Note or any other similar security to any Person in any manner,  (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Note, any  interest in the Note or any other similar security from, any Person in any manner, or (c) made  any general solicitation by means of general advertising or in any other manner, or taken any  other action, in each case which would constitute a distribution of the Note under the Securities  Act of 1933, as amended (the “1933 Act”), or which would render the disposition of the Note a  violation of Section 5 of the 1933 Act or require registration pursuant thereto.         Capitalized terms used herein but not otherwise defined shall have the meaning ascribed  to such terms in the Indenture, or if not defined therein, as defined in the Series 2020-1  Supplement, dated as of September 21, 2020, as amended or modified from time to time between  the Issuer and the Indenture Trustee.         2.     The Purchaser warrants and represents to, and covenants with the Issuer and the   Indenture Trustee pursuant to Section 205 of the Indenture as follows:                a.   The Purchaser understands that the Note has not been registered under the         1933 Act or the securities laws of any State.                b.    The Purchaser is acquiring the Note for investment for its own account         only and not for any other Person.                c.   The Purchaser is a substantial, sophisticated institutional investor having         such knowledge and experience in financial and business matters that it is capable of        evaluating the merits and risks of investment in the Note.                                   Exhibit H – Page 1          737897646 20654080 





 






                 d.    The Purchaser is a “qualified institutional buyer” as that term is defined in         Rule 144A under the 1933 Act (“Rule 144A”) and has completed either of the forms of         certification to that effect attached hereto as Annex 1 or Annex 2.  The Purchaser is         aware that the sale to it is being made in reliance on Rule 144A.  The Purchaser is         acquiring the Note for its own account or for the account of another qualified institutional        buyer, understands that such Note may be offered, resold, pledged or transferred only (i)        to a qualified institutional, buyer, or to an offeree or purchaser that the Purchaser        reasonably believes is a qualified institutional buyer, that purchases for its own account        or for the account of another qualified institutional buyer to whom notice is given that the        resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to        another exemption from registration under the 1933 Act.               e.     The Purchaser is not a Competitor.         3.     The Purchaser of a Note represents and warrants to the Indenture Trustee that  either (i) it is not acquiring and will not hold the Series 2020-1 Note with the plan assets of a  Benefit Plan or any other plan that is subject to Similar Law or (ii) (a) the Series 2020-1 Notes  are rated investment grade or better by a nationally recognized statistical rating agency at the  time of purchase or transfer and have not been characterized as other than indebtedness for  applicable local law purposes and (b) the acquisition, holding and disposition of the Series 2020- 1 Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA,  Section 4975 of the Code or a violation of Similar Law.         4.     This document may be executed in one or more counterparts and by the different  parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be  an original; such counterparts, together, shall constitute one and the same document.                                       Exhibit H – Page 2          737897646 20654080 





 






         IN WITNESS WHEREOF, each of the parties have caused this document to be  executed by their duly authorized officers as of the date set forth below.                                      __________________________________________                                     Seller                                      By:                                              Name:                                             Title:                                             Taxpayer Identification No. _____                                       Date: _____________________________________                                       __________________________________________                                      Purchaser                                       By:                                              Name:                                             Title:                                             Taxpayer Identification No. _____                                       Date: _____________________________________                                      Exhibit H – Page 3        737897646 20654080 





 






                                                            ANNEX 1 TO EXHIBIT H           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A                 [For Purchasers Other Than Registered Investment Companies]          The undersigned hereby certifies as follows to the parties identified in Section 2 of the   attached Investment Letter:          1.    As indicated below, the undersigned is the President, Chief Financial Officer,   Senior Vice President or other senior executive officer of the Purchaser.          2.    The Purchaser is a “qualified institutional buyer” as that term is defined in Rule   144A under the Securities Act of 1933 (“Rule 144A”) because (i) the Purchaser owned and/or   invested on a discretionary basis $__________________1 in securities (except for the excluded   securities referred to in paragraph 3 below) as of the end of the Purchaser’s most recent fiscal   year (such amount being calculated in accordance with Rule 144A) and (ii) the Purchaser   satisfies the criteria in the category marked below.    ____  Corporation. etc.  The Purchaser is a corporation (other than a bank, savings and loan         association or similar institution), a Massachusetts or similar business trust, a partnership,         or a charitable organization described in Section 501(c)(3) of the Internal Revenue Code.    ____  Bank.  The Purchaser (a) is a national bank or banking institution organized under the         laws of any State, territory or the District of Columbia, the business of which is        substantially confined to banking and is supervised by the State or territorial banking         commission or similar official or is a foreign bank or equivalent institution, and (b) has        an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial        Statements, a copy of which is attached hereto.   ____  Savings and Loan.  The Purchaser (a) is a savings and loan association, building and loan         association, cooperative bank, homestead association or similar institution, which is         supervised and examined by a state or federal authority having supervision over any such         institutions, or is a foreign savings and loan association or equivalent institution and         (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual         financial Statements, a copy of which is attached hereto.    ____  Broker-dealer.  The Purchaser is a dealer registered pursuant to Section 15 of the         Securities Exchange Act of 1934.    ____  Insurance Company.  The Purchaser is organized as an insurance company whose         primary and predominant business activity is the writing of insurance or the reinsuring of         risks underwritten by insurance companies, and which is subject to supervision by the                                                       1Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer  registered pursuant to Section 15 of the Securities Exchange Act of 1934, and, in that case, Buyer must own and/or  invest on a discretionary basis at least $10,000,000 in securities.                                  Exhibit H – Page 4          737897646 20654080 





 






           insurance, commissioner or a similar official or agency of a State, territory or the District         of Columbia.    ____  State or Local Plan.  The Purchaser is a plan established and maintained by a State, its         political subdivisions, or any agency or instrumentality of the State or its political         subdivisions, for the benefit of its employees.    ____  ERISA Plan.  The Purchaser is an employee benefit plan within the meaning of Title I of         the Employee Retirement Income Security Act of 1974.    ____  Investment Advisor.  The Purchaser is an investment advisor registered under the         Investment Advisers Act of 1940.          3.    The term “securities” as used herein does not include (i) securities of issuers that   are affiliated with the Purchaser, (ii) securities that are part of an unsold allotment to or   subscription by the Purchaser, if the Purchaser is a dealer, (iii) securities issued or guaranteed by   the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit,   (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to a   repurchase agreement and (viii) currency, interest rate and commodity swaps.         4.     For purposes of determining the aggregate amount of securities owned and/or   invested on a discretionary basis by the Purchaser, the Purchaser used the cost of such securities   to the Purchaser (except as provided in Rule 144A(a)(3)) and did not include any of the securities   referred to in the preceding paragraph.  Further, in determining such aggregate amount, the   Purchaser may have included securities owned by subsidiaries of the Purchaser, but only if such   subsidiaries are consolidated with the Purchaser in its financial Statements prepared in   accordance with generally accepted accounting principles and if the investments of such   subsidiaries are managed under the Purchaser’s direction.  However, such securities were not   included if the Purchaser is a majority-owned, consolidated subsidiary of another enterprise and  the Purchaser is not itself a reporting company under the Securities Exchange Act of 1934.          5.    The Purchaser acknowledges that it is familiar with Rule 144A and understands   that the seller to it and other parties related to the Notes are relying and will continue to rely on  the Statements made herein because one or more sales to the Purchaser may be in reliance on  Rule 144A.   ____   ____     Will the Purchaser be purchasing the    Yes No          Note only for Purchaser’s own account?          6.     If the answer to the foregoing question is “no”, the Purchaser agrees that, in  connection with, any purchase of securities sold to the Purchaser for the account of a third party  (including any separate account) in reliance on Rule 144A, the Purchaser will only purchase for  the account of a third party that at the time is a “qualified institutional buyer” within the meaning  of Rule 144A.  In addition, the Purchaser agrees that the Purchaser will not purchase securities  for a third party unless the Purchaser has obtained a certificate from such third party substantially  identical to this certification or taken other appropriate steps contemplated by Rule 144A to                                   Exhibit H – Page 5          737897646 20654080 





 






     conclude that such third party independently meets the definition of “qualified institutional   buyer” set forth in Rule 144A.          7.    The Purchaser will notify each of the parties to which this certification is made of   any changes in the information and conclusions herein.  Until such notice is given, the   Purchaser’s purchase of the Note will constitute a reaffirmation of this certification as of the date  of such purchase.                                        __________________________________________                                       Print Name of Purchaser                                        By:                                               Name:                                              Title:                                         Exhibit H – Page 6          737897646 20654080 





 






                                                            ANNEX 2 TO EXHIBIT H           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A                  [For Purchasers That Are Registered Investment Companies]          The undersigned hereby certifies as follows to the parties identified in Section 2 of the   attached Investment Letter:          1.   As indicated below, the undersigned is the President, Chief Financial Officer or   Senior Vice President or other senior executive officer of the Purchaser or, if the Purchaser is a   “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of   1933 (“Rule 144A”) because Purchaser is part of a Family of Investment Companies (as defined   below), is such an officer of the Adviser.          2.    The Purchaser is a “qualified institutional buyer” as defined in SEC Rule 144A   because (i) the Purchaser is an investment company registered under the Investment Company   Act of 1940, and (ii) as marked below, the Purchaser alone, or the Purchaser’s Family of   Investment Companies, owned at least $100,000,000 in securities (other than the excluded   securities referred to below) as of the end of the Purchaser’s most recent fiscal year.  For   purposes of determining the amount of securities owned by the Purchaser or the Purchaser’s  Family of Investment Companies, the cost of such securities was used (except as provided in  Rule 144(a)(3)).   ____  The Purchaser owned $_______________ in securities (other than the excluded securities        referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount        being calculated in accordance with Rule 144A).   ____  The Purchaser is part of a Family of Investment Companies which owned in the        aggregate $_______________ in securities (other than the excluded securities referred to        below) as of the end of the Purchaser’s most recent fiscal year (such amount being        calculated in accordance with Rule 144A).         3.     The term “Family of Investment Companies” as used herein means two or more  registered investment companies (or series thereof), except for a unit investment trust whose  assets consist solely of shares on one or more registered investment companies that have the  same investment adviser or investment advisers that are affiliated (by virtue of being majority  owned subsidiaries of the same parent or because one investment adviser is a majority owned  subsidiary of the other), or, in the case of unit investment trusts, the same depositor.         4.     The term “securities” as used herein does not include (i) securities of issuers that  are affiliated with the Purchaser or are part of the Purchaser’s Family of Investment Companies,  (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit  notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements,  (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and  commodity swaps.                                   Exhibit H – Page 7          737897646 20654080 





 






         5.    The Purchaser acknowledges that it is familiar with Rule 144A and understands  that the seller to it and the other parties related to the Note are relying and will continue to rely  on the Statements made herein because one or more sales to the Purchaser will be in reliance on  Rule 144A.         6.    The undersigned will notify the parties addressed the Purchaser Letter to which  this certification relates of any changes in the information and conclusions herein.  Until such  notice, the Purchaser’s purchase of the Note will constitute a reaffirmation of this certification by  the undersigned as of the date of such purchase.                                       __________________________________________                                      Print Name of Purchaser or Adviser                                       By:                                              Name:                                             Title:                                        __________________________________________                                      Print Name of Purchaser or Adviser                                       By:                                              Name:                                             Title:                                        IF AN ADVISER                                       __________________________________________                                      Print Name of Purchaser                                        Date: _____________________________________                                                                          Exhibit H – Page 8        737897646 20654080 





 






                                     EXHIBIT I                                           Depreciation Policy for Managed Containers in the Series 2020-1 Series Specific Container                         Pool (Not Subject to Finance Lease)         Managed Containers (not subject to a Finance Lease) shall be recorded at their Original  Equipment Cost.  All such Managed Containers will be depreciated on a straight-line basis from  the beginning of the month following the month in which such Container was accepted in  accordance with the depreciation method described in the chart below.                               Useful Life (Years)  Residual Value                                                 (as a percentage                                                 of Original Book                                                     Value)                   Dry              13 40%                   Reefers          12 25%                   Tanks            20 15%                   Specials         13 40%         For purposes of the foregoing, the “Original Book Value” is assumed to be the starting  value for the Managed Container that would result in the current Net Book Value if depreciated  for the current age of the Managed Container.         The foregoing notwithstanding, any portion of the Original Equipment Cost of such  Managed Container that is attributable to an improvement to such Managed Container pursuant  to clause (iii) of the definition of “Original Equipment Cost”, shall be depreciated on a straight- line basis from the beginning of the month following the month in which such improvement was  accepted over the remaining depreciation period of such Managed Container to the applicable  residual value mentioned above.                Notwithstanding anything in this Supplement or any other Transaction Document to the  contrary, the foregoing depreciation policy may be modified at the discretion of the Manager and  the Issuer, subject to satisfaction of the Rating Agency Condition.                                                                                   Exhibit I – Page 1        737897646 20654080 





 






                                                                   SCHEDULE 1                                            Scheduled Targeted Principal Balance By Period    Period     Date        Class A        Class B       Period      Date        Class A       Class B        Period    Date        Class A       Class B             Closing     0        Date $1,300,000,000 $65,800,000            48       Sep-24 $858,000,000 $43,428,000             96 Sep-28 $416,000,000 $21,056,000     1 Oct-20 1,290,791,667 65,333,917                   49 Oct-24 848,791,667 42,961,917                     97 Oct-28 406,791,667 20,589,917     2 Nov-20 1,281,583,333 64,867,833                   50 Nov-24 839,583,333 42,495,833                     98 Nov-28 397,583,333 20,123,833     3 Dec-20 1,272,375,000 64,401,750                   51 Dec-24 830,375,000 42,029,750                     99 Dec-28 388,375,000 19,657,750     4 Jan-21 1,263,166,667 63,935,667                   52 Jan-25 821,166,667 41,563,667                    100 Jan-29 379,166,667 19,191,667     5 Feb-21 1,253,958,333 63,469,583                   53 Feb-25 811,958,333 41,097,583                    101 Feb-29 369,958,333 18,725,583     6 Mar-21 1,244,750,000 63,003,500                   54 Mar-25 802,750,000 40,631,500                    102     Mar-29     360,750,000    18,259,500     7 Apr-21 1,235,541,667 62,537,417                   55 Apr-25 793,541,667 40,165,417                    103 Apr-29 351,541,667 17,793,417     8 May-21 1,226,333,333 62,071,333                   56 May-25 784,333,333 39,699,333                    104 May-29 342,333,333 17,327,333     9 Jun-21 1,217,125,000 61,605,250                   57 Jun-25 775,125,000 39,233,250                    105 Jun-29 333,125,000 16,861,250     10 Jul-21 1,207,916,667 61,139,167                  58       Jul-25 765,916,667 38,767,167              106 Jul-29 323,916,667 16,395,167     11 Aug-21 1,198,708,333 60,673,083                  59       Aug-25 756,708,333 38,301,083              107 Aug-29 314,708,333 15,929,083     12 Sep-21 1,189,500,000 60,207,000                  60       Sep-25 747,500,000 37,835,000              108 Sep-29 305,500,000 15,463,000     13 Oct-21 1,180,291,667 59,740,917                  61       Oct-25 738,291,667 37,368,917              109 Oct-29 296,291,667 14,996,917     14 Nov-21 1,171,083,333 59,274,833                  62       Nov-25 729,083,333 36,902,833              110 Nov-29 287,083,333 14,530,833     15 Dec-21 1,161,875,000 58,808,750                  63       Dec-25 719,875,000 36,436,750              111 Dec-29 277,875,000 14,064,750     16 Jan-22 1,152,666,667 58,342,667                  64       Jan-26 710,666,667 35,970,667              112 Jan-30 268,666,667 13,598,667     17 Feb-22 1,143,458,333 57,876,583                  65       Feb-26 701,458,333 35,504,583              113 Feb-30 259,458,333 13,132,583     18 Mar-22 1,134,250,000 57,410,500                  66       Mar-26 692,250,000 35,038,500              114     Mar-30     250,250,000    12,666,500     19 Apr-22 1,125,041,667 56,944,417                  67       Apr-26 683,041,667 34,572,417              115 Apr-30 241,041,667 12,200,417     20 May-22 1,115,833,333 56,478,333                  68       May-26 673,833,333 34,106,333              116 May-30 231,833,333 11,734,333     21 Jun-22 1,106,625,000 56,012,250                  69       Jun-26 664,625,000 33,640,250              117 Jun-30 222,625,000 11,268,250     22 Jul-22 1,097,416,667 55,546,167                  70       Jul-26 655,416,667 33,174,167              118 Jul-30 213,416,667 10,802,167     23 Aug-22 1,088,208,333 55,080,083                  71       Aug-26 646,208,333 32,708,083              119 Aug-30 204,208,333 10,336,083     24 Sep-22 1,079,000,000 54,614,000                  72       Sep-26 637,000,000 32,242,000              120 Sep-30 195,000,000 9,870,000     25 Oct-22 1,069,791,667 54,147,917                  73       Oct-26 627,791,667 31,775,917              121 Oct-30 185,791,667 9,403,917     26 Nov-22 1,060,583,333 53,681,833                  74       Nov-26 618,583,333 31,309,833              122 Nov-30 176,583,333 8,937,833     27 Dec-22 1,051,375,000 53,215,750                  75       Dec-26 609,375,000 30,843,750              123 Dec-30 167,375,000 8,471,750     28 Jan-23 1,042,166,667 52,749,667                  76       Jan-27 600,166,667 30,377,667              124 Jan-31 158,166,667 8,005,667     29 Feb-23 1,032,958,333 52,283,583                  77       Feb-27 590,958,333 29,911,583              125 Feb-31 148,958,333 7,539,583     30 Mar-23 1,023,750,000 51,817,500                  78 Mar-27 581,750,000 29,445,500                    126 Mar-31 139,750,000             7,073,500     31 Apr-23 1,014,541,667 51,351,417                  79 Apr-27 572,541,667 28,979,417                    127 Apr-31 130,541,667             6,607,417     32 May-23 1,005,333,333 50,885,333                  80 May-27 563,333,333 28,513,333                    128 May-31 121,333,333             6,141,333     33 Jun-23 996,125,000 50,419,250                    81 Jun-27 554,125,000 28,047,250                    129 Jun-31 112,125,000             5,675,250     34 Jul-23 986,916,667 49,953,167                    82 Jul-27 544,916,667 27,581,167                    130 Jul-31 102,916,667 5,209,167     35 Aug-23 977,708,333 49,487,083                    83 Aug-27 535,708,333 27,115,083                    131 Aug-31          93,708,333     4,743,083     36 Sep-23 968,500,000 49,021,000                    84 Sep-27 526,500,000 26,649,000                    132 Sep-31          84,500,000     4,277,000     37 Oct-23 959,291,667 48,554,917                    85 Oct-27 517,291,667 26,182,917                    133 Oct-31          75,291,667     3,810,917     38 Nov-23 950,083,333 48,088,833                    86 Nov-27 508,083,333 25,716,833                    134 Nov-31          66,083,333     3,344,833     39 Dec-23 940,875,000 47,622,750                    87 Dec-27 498,875,000 25,250,750                    135 Dec-31          56,875,000     2,878,750     40 Jan-24 931,666,667 47,156,667                    88 Jan-28 489,666,667 24,784,667                    136 Jan-32          47,666,667     2,412,667     41 Feb-24 922,458,333 46,690,583                    89 Feb-28 480,458,333 24,318,583                    137 Feb-32          38,458,333     1,946,583     42 Mar-24 913,250,000 46,224,500                    90 Mar-28 471,250,000 23,852,500                    138 Mar-32          29,250,000     1,480,500     43 Apr-24 904,041,667 45,758,417                    91 Apr-28 462,041,667 23,386,417                    139 Apr-32          20,041,667     1,014,417     44 May-24 894,833,333 45,292,333                    92 May-28 452,833,333 22,920,333                    140 May-32          10,833,333     548,333     45 Jun-24 885,625,000 44,826,250                    93 Jun-28 443,625,000 22,454,250                    141 Jun-32          1,625,000       82,250     46 Jul-24 876,416,667 44,360,167                    94 Jul-28 434,416,667 21,988,167                    142 Jul-32              0             0     47 Aug-24 867,208,333 43,894,083                    95 Aug-28 425,208,333 21,522,083                                                                                                       Schedule 1 – Page 1                     737897646 20654080